Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between you and MC Software, LLC, a Delaware limited liability company (“Company,” “we,” “us,” or “our”). VectorBrief is a software platform owned and operated by the Company. These Terms govern your access to and use of the VectorBrief website, platform, APIs, email digests, and any other product, application, or service we operate at vectorbrief.io or any of its subdomains, including without limitation www.vectorbrief.io, app.vectorbrief.io, intel.vectorbrief.io, admin.vectorbrief.io, api.vectorbrief.io, and status.vectorbrief.io (collectively, the “Service”). By accessing or using any part of the Service you agree to be bound by these Terms. If you do not agree, do not access or use the Service.

Important provisions. These Terms include a disclaimer of warranties (Section 14), a limitation of liability (Section 15), an indemnification obligation (Section 16), a Delaware governing-law and exclusive-venue clause (Section 23), a waiver of jury trial (Section 24), a class action and representative action waiver (Section 25), a mandatory individual binding arbitration agreement (Section 26), and a one-year limitations period (Section 27). You should read them carefully.

1. Definitions

“Subscriber” means any individual or entity that registers an account or pays a fee to access the Service. “Visitor” means any person who accesses the Service without registering an account. “User” means any Subscriber or Visitor. “Subscriber Data” means information you submit to the Service, including company profile, capability statements, NAICS and PSC selections, certifications, contact information, saved searches, pipeline annotations, and feedback. “Public Source Data” means information the Service ingests from public federal, state, local, and educational procurement sources, including but not limited to SAM.gov, Grants.gov, USAspending.gov, the SBIR/STTR portal, and the Federal Register. “Output” means content the Service generates, including embeddings, scores, explanations, summaries, alerts, and digests.

2. Eligibility and authority

You represent and warrant that (a) you are at least 18 years old and have the legal capacity to enter into a binding agreement; (b) if you access the Service on behalf of an organization, you have authority to bind that organization to these Terms, and references to “you” include that organization; (c) you are not barred from receiving the Service under the laws of the United States or any other applicable jurisdiction; and (d) you and any organization on whose behalf you accept these Terms are not the subject of sanctions administered by the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), are not listed on the U.S. System for Award Management (SAM) Excluded Parties List, and are not located in any country or region subject to comprehensive U.S. sanctions.

3. Modifications to the Terms

We may modify these Terms at any time, in our sole discretion, with or without notice to you. Modified Terms become effective immediately upon posting at www.vectorbrief.io/terms or any successor URL. We are under no obligation to notify you of changes by email or otherwise, and you waive any right to receive specific notice of changes that you might otherwise have under any statute, regulation, or common-law doctrine. Your continued access to or use of the Service after a modification is posted constitutes your acceptance of the modified Terms. If any modification is unacceptable to you, your sole and exclusive remedy is to stop using the Service. The “Effective” date at the top of this page identifies the most recent revision; archival copies of prior versions are not maintained and you should not rely on any prior version of the Terms.

4. Accounts and access

Paid access to operator and subscriber surfaces of the Service is gated by an authentication and access-control layer operated by us, and accounts are provisioned at our sole discretion. You are responsible for (a) maintaining the confidentiality of your authentication credentials, (b) all activity that occurs under your account, whether or not authorized by you, and (c) immediately notifying us at legal@vectorbrief.io of any suspected or actual unauthorized access. We may, but are not obligated to, suspend or terminate any account that we reasonably suspect has been compromised, is being misused, or is otherwise inconsistent with these Terms.

5. Fees, billing, taxes, and refunds

Fees for paid tiers of the Service are stated on the pricing page or in an order form executed by you and us. Unless an order form provides otherwise: (a) fees are charged in advance and are non-refundable; (b) monthly subscriptions automatically renew at the end of each billing period until cancelled and cancel only at the end of the then-current period; (c) annual subscriptions automatically renew for successive one-year terms at the then-current list price unless cancelled at least thirty (30) days before the end of the current term; (d) all fees are exclusive of taxes, levies, and duties, and you are responsible for paying any sales, use, value-added, withholding, or similar tax (other than taxes on our net income); and (e) we may change our prices for any future renewal term effective immediately upon the start of that term, without prior notice. Failure to pay fees when due is a material breach and entitles us to suspend or terminate the Service immediately.

6. Beta, preview, and free features

From time to time we may offer beta, preview, alpha, evaluation, free-tier, or similarly-designated features (“Beta Features”). Beta Features are provided for evaluation purposes only, on an “as is” and “as available” basis, with no warranties of any kind, no service-level commitment, and no liability of any kind on the part of the Company. We may modify, suspend, or discontinue any Beta Feature, or convert any Beta Feature into a paid offering, at any time without notice and without liability.

7. Acceptable use

You agree that you will not, and will not permit any third party to:

• access the Service or Output other than through interfaces and protocols we have authorized;
• use the Service or Output in any manner that infringes the rights of any third party or violates any applicable law, regulation, or contractual obligation;
• scrape, harvest, mine, index, frame, mirror, or otherwise extract Public Source Data, Subscriber Data, or Output at volume, including by automated means;
• resell, sublicense, lease, time-share, or otherwise commercially exploit the Service or Output, except as expressly permitted by these Terms or a separate written agreement;
• reverse-engineer, disassemble, decompile, or otherwise attempt to derive the source code, models, weights, scoring logic, or proprietary algorithms underlying the Service;
• use the Service or Output to train, improve, or evaluate any machine-learning model, embedding model, retrieval system, or other artificial-intelligence system that is or could be competitive with the Service;
• upload or transmit any malware, virus, worm, trojan, time-bomb, ransomware, or other harmful code;
• attempt to probe, scan, penetrate, or test the vulnerability of the Service or any associated network without our prior written consent;
• circumvent or attempt to circumvent any authentication, rate-limiting, or access-control mechanism;
• misrepresent your affiliation with any person or entity;
• use the Service to send unsolicited communications, spam, or chain letters;
• use the Service in any way that could disable, overburden, damage, or impair the Service or interfere with any other person’s use of the Service; or
• use the Service to facilitate any activity that violates U.S. federal procurement law, U.S. export-control laws, U.S. sanctions, or the U.S. Foreign Corrupt Practices Act.

We may investigate any suspected violation and may take any action we deem appropriate, including suspending or terminating your account, removing content, and cooperating with law enforcement, all without liability to you.

8. License from us to you

Subject to your continued compliance with these Terms and timely payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of your subscription, to access and use the Service and the Output solely for your internal business purposes related to pursuing federal, state, local, or educational procurement opportunities. No other rights, express or implied, are granted to you by these Terms.

9. Subscriber Data

As between you and us, you retain all right, title, and interest in and to your Subscriber Data. You grant us a worldwide, royalty-free, fully paid-up, non-exclusive license to host, copy, transmit, process, display, and use Subscriber Data as necessary to operate, maintain, secure, and improve the Service and to comply with our legal obligations. You represent and warrant that you have all rights necessary to grant the foregoing license and that your Subscriber Data does not violate any applicable law or third-party right.

10. Public Source Data and Output — AS IS, AS AVAILABLE, WHERE IS

The Service ingests Public Source Data from third-party sources we do not control and generates Output by applying our proprietary scoring algorithms and techniques, based on our intellectual property, to that data. All Public Source Data and Output is provided on an “AS IS,” “AS AVAILABLE,” and “WHERE IS” basis, with all faults and without warranty of any kind. We make no representation, warranty, or covenant that Public Source Data or Output is accurate, current, complete, reliable, fit for any particular purpose, free of errors or omissions, non-infringing, or suitable for any procurement, investment, bid/no-bid, capture, pricing, teaming, or hiring decision.

Output is generated by our proprietary scoring algorithms and techniques, which are probabilistic and subject to error, drift, and unexpected results. Scores, summaries, and explanations are heuristics intended to assist your judgment, not to substitute for it. You must independently verify every solicitation, award, grant, regulation, deadline, point-of-contact, and other fact against the originating government source before taking any action in reliance on the Service. The Company has no liability for any decision you make in reliance on Public Source Data or Output.

11. Intellectual property

The Service, including all software, scoring algorithms, scoring rationales, techniques, methodologies, designs, user interfaces, documentation, and the look and feel of the Service, together with all intellectual property rights therein, are and will remain the exclusive property of the Company and its licensors. Except for the limited license granted in Section 8, no rights are granted to you in or to the Service. “VectorBrief,” the VectorBrief logo, and any other Company product names, logos, and slogans are trademarks of the Company; you may not use them without our prior written permission.

12. Feedback

If you provide us with any suggestion, comment, idea, improvement, bug report, feature request, or other feedback regarding the Service (“Feedback”), you hereby assign to us all right, title, and interest in and to that Feedback, and we may use it for any purpose without obligation to you. Feedback is not considered Subscriber Data.

13. Third-party services and links

The Service relies on third-party service providers for functions such as edge infrastructure, authentication, billing, transactional and marketing email, and error telemetry. We select these providers in our discretion and may change them at any time without notice. Each provider processes data only for its function and under its own terms and privacy policy. The Service may also link to third-party sites and content. We do not control, endorse, or assume responsibility for any third-party services, sites, or content, and we are not liable, directly or indirectly, for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any third-party service, site, or content.

14. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, ALL PUBLIC SOURCE DATA, AND ALL OUTPUT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” AND THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES MAKE NO WARRANTY THAT THE SERVICE OR OUTPUT WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE, OR BE FREE OF DEFECTS THAT WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICE, CREATES ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions the foregoing exclusions apply to the maximum extent permitted by law.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, COVER, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BIDS, AWARDS, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU ACTUALLY PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

The foregoing limitations apply even if any limited remedy fails of its essential purpose. You acknowledge and agree that the disclaimers and limitations in Sections 14 and 15 are an essential basis of the bargain between you and us, and that the Company would not provide the Service to you on an economically viable basis without them. Some jurisdictions do not allow the limitation or exclusion of certain damages; in those jurisdictions our liability is limited to the maximum extent permitted by law.

16. Indemnification

You will defend, indemnify, and hold harmless the Company Parties from and against any and all claims, demands, suits, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your access to or use of the Service or Output; (b) your Subscriber Data, including any allegation that your Subscriber Data infringes or misappropriates the intellectual property, privacy, or other rights of any third party; (c) your breach or alleged breach of these Terms; (d) any decision you or any third party makes in reliance on the Service or Output, including any bid, proposal, capture, pricing, teaming, hiring, or investment decision; and (e) your violation of any applicable law or third-party right. We may, at our option, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

17. Suspension and termination

We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, and without liability to you. You may terminate your subscription at any time by following the cancellation flow in the Service or by emailing legal@vectorbrief.io. Upon termination, your right to access and use the Service ceases immediately, and we may delete your Subscriber Data after a reasonable retention period. Sections 5 (with respect to accrued fees), 7, 9 (with respect to the license you grant to us during the term), 10 through 16, and 18 through 30 will survive any termination of these Terms.

18. U.S. government end users

The Service and any related documentation are “commercial computer software” or “commercial computer software documentation” pursuant to FAR 12.212 and DFARS 227.7202. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in these Terms and FAR 52.227-19, “Commercial Computer Software — Restricted Rights,” or DFARS 252.227-7015, “Technical Data — Commercial Items,” as applicable. The Company is the manufacturer.

19. Export control, sanctions, and anti-corruption

You will comply with all applicable U.S. and foreign export- control laws and regulations, including the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the regulations of the U.S. Department of the Treasury Office of Foreign Assets Control (OFAC), and you will not export, re-export, transfer, or make the Service available, directly or indirectly, to any person, entity, or jurisdiction that would violate any such law or regulation. You will comply with the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.) and all other applicable anti-bribery and anti-corruption laws.

20. DMCA and copyright

We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (17 U.S.C. § 512). To submit a notice, send the information required by 17 U.S.C. § 512(c)(3) to legal@vectorbrief.io with the subject line “DMCA Notice.” We may, in appropriate circumstances and at our sole discretion, disable or terminate the accounts of users who are alleged to be repeat infringers.

21. Notices and electronic communications

You consent to receive communications from us electronically, including by email to the address associated with your account, by notice posted on the Service, or by both. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing. Notices to us must be sent to legal@vectorbrief.io and are effective when received.

22. Force majeure

Neither party will be liable for any failure or delay in performance (other than your obligation to pay fees) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, public-health emergencies, failures of third-party suppliers (including cloud-infrastructure providers), denial-of-service attacks, internet or telecommunications outages, or shortages of transportation facilities, fuel, energy, labor, or materials.

23. Governing law and exclusive venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to the arbitration agreement in Section 26, you and we agree that any judicial action or proceeding arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you and we irrevocably submit to the personal jurisdiction and venue of those courts and waive any objection based on forum non conveniens.

24. Waiver of jury trial

EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

25. Class action and representative action waiver

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING (INCLUDING WITHOUT LIMITATION ANY PRIVATE-ATTORNEY-GENERAL ACTION). No arbitrator or judge may consolidate the claims of more than one person, may preside over any form of representative or class proceeding, or may award relief on a basis other than each party’s individual claims. If this Section 25 is held unenforceable as to any particular claim, then that claim (and only that claim) will be severed from the arbitration agreement in Section 26 and brought in the courts identified in Section 23.

26. Mandatory binding individual arbitration

Except for (a) claims for injunctive or other equitable relief to stop unauthorized use of the Service or infringement of intellectual property rights, and (b) claims within the jurisdiction of a small-claims court that proceed on an individual basis, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, before a single arbitrator, in Wilmington, Delaware (or by videoconference if the parties agree). The arbitrator’s award will be final and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section 26. Each party will bear its own attorneys’ fees and costs in any arbitration, except as the arbitrator may otherwise award under applicable law.

27. Time limitation on claims

Any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim or cause of action arose; otherwise it is permanently barred. This Section 27 applies to the maximum extent permitted by applicable law.

28. Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. We may assign these Terms in whole or in part, without your consent, to any affiliate or in connection with a merger, reorganization, acquisition, or sale of all or substantially all of our assets or business. Subject to the foregoing, these Terms bind and benefit the parties and their permitted successors and assigns.

29. Independent contractors; no third-party beneficiaries

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship. There are no third-party beneficiaries of these Terms.

30. Severability, no waiver, entire agreement

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to render it enforceable while preserving its intent. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision. These Terms, together with any order form or written agreement signed by the parties and any policy referenced in these Terms, constitute the entire agreement between you and us with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written. No purchase order, invoice, or other pre-printed terms presented by you will modify these Terms, regardless of whether we sign or accept payment under that document.

31. Contact

Questions, notices, and DMCA submissions: legal@vectorbrief.io.
Postal mail to MC Software, LLC, c/o Legal, may be requested at the same address.

VectorBrief is a software platform owned and operated by MC Software, LLC. These Terms govern every property at vectorbrief.io and every subdomain we operate.