BidLogiQ Terms of Service

Effective Date: June 12, 2025

PLEASE READ THIS TERMS OF SERVICE CAREFULLY. By accessing or using the BidLogiQ platform (the “Platform”), you agree to be bound by these Terms of Service (“Terms”). Continued use of the Platform signifies your passive acceptance of and agreement to these Terms. If you do not agree, you must stop using the Platform.

About Us: BidLogiQ is a software-as-a-service (SaaS) platform provided by BidStream, LLC, a New York limited liability company with its primary business address at 418 Broadway, STE N, Albany, NY 12207 (“BidStream,” “Company,” “we,” or “us”). The Platform is designed for public-sector procurement and project management, serving users such as school districts, municipalities, vendors/contractors, construction managers, architects, board clerks, attorneys, and other related parties. All users of the Platform must create an account and log in to use the services.

1. Scope and Applicability

Users and Roles: These Terms apply to all types of users of the Platform, including but not limited to:

• Agency Administrators and Sub-Administrators: Authorized officials of a school district, municipality, or other government entity who manage bids/RFPs and user accounts (e.g. “Admin” or “Sub-Admin” roles).

• Bid Collaborators: Users such as architects or construction managers who assist agencies in creating and managing bid content.

• Legal Reviewers: Users such as attorneys who review and comment on contracts or bid documents.

• Vendors/Contractors: Companies or individuals who register free vendor accounts to view public bids, submit proposals, upload required documents (e.g. W-9, insurance certificates), and, if awarded, sign contracts through the Platform.

• Board Clerks: Read-only users who export bid results, resolutions, or contract documents for official board meetings or record-keeping.

• Public Viewers: Authenticated users with read-only access to publicly available bid information and templates (for example, viewing other districts’ bids or copying templates for their own use).

Collectively, all of the above are referred to as “Users” or “you.” Each User, regardless of role, is required to comply with these Terms. Certain provisions of these Terms may specifically reference responsibilities of particular user roles, but all Users are expected to use the Platform in accordance with this agreement.

Passive Acceptance: This is a legally binding agreement. You accept these Terms passively by creating an account, accessing, or using the Platform in any way. No physical or electronic signature is required to form this agreement. If you are using the Platform on behalf of an organization (such as a school district or company), you represent and warrant that you have the authority to bind that organization to these Terms. The organization will be responsible for its Users’ compliance with this agreement.

2. Account Creation and Security

Account Registration: To use BidLogiQ, you must register for an account appropriate to your role (e.g., as a vendor, agency administrator, etc.). You agree to provide accurate, current, and complete information during registration and to promptly update such information if it changes. Each User must have their own account; shared accounts are not permitted. Government entities may have multiple authorized user accounts (Admin, Sub-Admin, etc.) under their organization’s profile, and vendors will maintain their individual company accounts.

Account Security: You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must not share your password or account access with anyone who is not authorized to act on your behalf. If you suspect any unauthorized use of your account or a security breach, you must notify BidStream immediately. We may require you to change your password or take other steps to secure your account in such cases.

Eligibility: You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account. If you are registering on behalf of an entity (such as a school district or company), you must be an authorized representative of that entity. By using the Platform, you affirm that you are not barred from using such services under any applicable laws.

3. User Responsibilities and Acceptable Use

All Users agree to use the Platform responsibly and lawfully. Because BidLogiQ involves public-sector processes and records, maintaining a high standard of integrity and security is critical. By using the Platform, you agree to the following:

• Compliance with Laws and Policies: You will comply with all applicable federal, state, and local laws and regulations in your use of the Platform. Government Users must adhere to their own agency’s policies (e.g., procurement regulations, records retention requirements, open meetings laws) when using BidLogiQ. Vendors must comply with all bidding rules and deadlines as stated in any solicitations.

• Truthful and Accurate Information: You will provide truthful, accurate, and complete information in all content you input into the Platform (such as bid solicitations, responses, company profile information, certifications, and communications). Misrepresenting information or submitting fraudulent content is strictly prohibited and may result in account termination and legal consequences.

• No Unauthorized Use or Interference: You will not use the Platform for any purpose that is unlawful or prohibited by these Terms. You agree NOT to:

• Engage in any activity that interferes with or disrupts the operation of the Platform or the servers and networks used to make the Platform available.

• Attempt to circumvent any security or access controls of the Platform, such as attempting to gain unauthorized access to other users’ accounts, data, or restricted areas of the service.

• Introduce any malware, virus, Trojan horse, spyware or any other harmful software to the Platform, or use the Platform in a manner that could damage, disable, or impair our services or systems.

• Send spam, unsolicited messages, or otherwise harass other users through any messaging or communication feature on the Platform.

• Use the Platform to store or transmit inappropriate content, such as content that is defamatory, obscene, threatening, infringing of intellectual property rights, invasive of privacy, or that violates any law. (See Content Guidelines below for more detail.)

• Account Use Only for Intended Purpose: Each user account is to be used only for the legitimate business purposes it is intended for. For example, if you are a Vendor, you should use the Platform only to participate in bids and manage your company’s profile and proposals. If you are a Public Viewer, you should use the Platform only to view and download publicly available bid information, and not to attempt to perform administrative actions or pose as an official agency. Misusing a role or using the Platform outside the scope of your authorization is a violation of these Terms.

• Respect for Others’ Rights: You will respect the rights of others when using the Platform. This includes intellectual property rights (do not upload or share content you do not have the right to use), privacy rights (do not improperly disclose personal information of others), and contractual rights (for example, do not use BidLogiQ to violate confidentiality agreements you might have with third parties).

• Non-Exclusivity: The Platform is used by multiple organizations and users. You agree not to claim or attempt to enforce any exclusive access or usage rights to the Platform’s resources (such as demanding that the service be available only to you at certain times or attempting to block other authorized users).

Content Guidelines: You are solely responsible for any data, text, images, documents, or other content that you upload, submit, or generate on the Platform (“User Content”). You agree that your User Content will adhere to the following guidelines:

• You warrant that you have all necessary rights, licenses, and permissions to submit the content to the Platform and to use it for your intended purpose.

• User Content must not infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any party. For example, if you upload a specification or blueprint, ensure you have the rights or authority to use and share it.

• User Content must not include anything that is unlawful, libelous, defamatory, obscene, abusive, harassing, hateful, or otherwise objectionable. Content targeting protected classes or containing hate speech is strictly forbidden.

• Personal Data: Other than the official data needed for bids (e.g., names of contact persons, business addresses, license numbers, or in the case of school bids, perhaps names of staff involved in a project), you should avoid uploading personal data, especially sensitive personal information, unless it is necessary and allowed by law. If you do include personal data (for example, a resume of a proposed project team member in a bid response), you are responsible for ensuring that sharing that data via the Platform is compliant with privacy laws.

• Student or Children’s Information: If you are an educational institution user, do not upload any student personal information to the Platform unless it is absolutely required and you have obtained any necessary consents or authorizations (see the Privacy and Data Protection section below regarding Education Law 2-d compliance). The Platform is primarily for procurement documents and is not intended to be a repository of student records.

• Public Posting: Some information on the Platform is meant to be public or broadly accessible (such as active solicitations, bid addenda, or awarded contract information). If you post content in areas of the Platform that are designated as public or widely accessible (like a public bid directory or forums, if any), you understand that such content may be visible to other Users and possibly downloadable or copyable by them (as in the case of public bid templates). Ensure that any content you mark as

“public” or share to public-facing sections contains no confidential information that you intend to keep private.

We reserve the right (but do not assume the obligation) to review any User Content and remove or disable access to any content that we, in our sole discretion, believe violates these Terms or applicable law. However, primary responsibility for content lies with the User who provided it. We are not responsible for mistakes, omissions, or law violations in User Content. If you see content that you believe violates these guidelines, please report it to us through the designated support channels.

4. Platform Services and Features

Bidding and Contracts: BidLogiQ facilitates the creation, submission, and management of bids, Requests for Proposals (RFPs), and related procurement documents. It also supports contract drafting and workflow for awarded bids. While the Platform provides tools to streamline and automate these processes, all Users are responsible for ensuring that their use of these tools conforms to applicable legal requirements and that the outputs are accurate. For example:

• For Agencies: You are responsible for configuring your bids (e.g. setting response deadlines, evaluating submissions, and making awards) in compliance with your procurement laws and procedures. The Platform may assist with tasks like opening bids, tallying results, and generating contract documents, but final decisions and oversight rest with you. You must review all automatically generated results (such as lowest-bid calculations or contract drafts) before acting on them officially.

• For Vendors: When you submit a bid or proposal through BidLogiQ, that submission is considered your official offer to the procuring agency. Double-check all information (prices, terms, attachments) before finalizing a submission. Any submission you make could be legally binding, and errors or omissions may not be correctable after the fact if the bid deadline has passed. Vendors are also responsible for meeting all bid requirements (such as uploading required forms or certifications). The Platform’s checklists or prompts are there to assist you, but failing to fulfill a requirement is your responsibility even if you overlooked a system prompt.

AI-Assisted Features: BidLogiQ may include artificial intelligence (AI) powered tools to help Users draft content and ensure compliance. For example, the Platform might offer AI-generated bid templates, suggest language for contracts (including standard forms like AIA contracts), perform compliance checks, or provide automated answers to frequently asked questions. While these features are provided to enhance efficiency:

• No Guarantee of Accuracy: You acknowledge that AI-generated content may not always be correct, complete, or appropriate for your circumstances. AI suggestions or templates are based on patterns and data, and you must carefully review and modify any AI-proposed content before using it in an official capacity. The Company does not guarantee that AI content meets all legal or regulatory requirements for your specific situation. It is intended as a helpful starting point, not as a substitute for professional judgment or legal advice.

• User Responsibility: Whether content is drafted manually or with AI assistance, you (and your organization) are ultimately responsible for the final content you publish or submit. This includes ensuring that all information is accurate, that contractual terms are acceptable, and that no confidential or sensitive information is inadvertently included. Always review AI-generated text for accuracy, appropriateness, and compliance with your needs and legal obligations. If something

generated by the AI seems incorrect or questionable, you should revise it or seek clarification before proceeding.

• Appropriate Use of AI: You agree to use any AI features in a manner consistent with these Terms and applicable law. You will not attempt to use the AI to generate disallowed content (for example, you should not use it to create hate speech, generate personal data about private individuals, or to produce content that would violate the Acceptable Use rules above). The Company may impose additional usage guidelines or limits on AI features to ensure stability and compliance (for instance, limiting the number of AI-generated drafts per day or restricting certain types of prompts).

• Third-Party AI Services: The AI functionality in the Platform may rely on third-party providers (for example, cloud AI services from companies like OpenAI or Google). By using the AI features, you acknowledge that your inputs to the AI and the resulting outputs may be processed by such third- party services. We will ensure that any third-party AI providers are subject to confidentiality obligations and data security standards consistent with our own policies (see Privacy and Data Protection below). If those third-party providers have usage policies, we will make reasonable efforts to communicate any important terms to you. Continued use of the AI features indicates your acceptance of any such third-party terms that may apply.

• No AI Ownership Claims: As between you and the Company, you retain any rights to the content you create on the Platform, including AI-assisted content. The Company does not claim ownership of your drafts or documents. However, note that purely AI-generated content (without human authorship) may not be eligible for copyright protection under U.S. law. By using the AI features, you accept that any content generated is provided “as-is” and you bear responsibility for its use. (We do not make any warranty that AI-generated content will be legally protectable or non-infringing – see also the Intellectual Property section.)

5. Privacy and Data Protection

Your privacy and data security are very important to us. Please review our Privacy Policy for detailed information on how we collect, use, and protect your personal data. In addition, the following clauses explain how BidLogiQ handles certain types of data, especially for educational institutions and public sector requirements:

Personal Information: In using the Platform, you and other Users will upload or enter certain personal information (for example, user contact details, names of officials or employees, vendor personnel information, etc.). We will use and protect this information in accordance with applicable privacy laws and our internal policies. Generally, personal information will be used only for the purposes of operating the Platform and facilitating the transactions and communications you have initiated (e.g., allowing a district to contact a vendor, or sending notifications to Users). We do not sell personal information to third parties. We also will not use personal information for marketing purposes unrelated to the Platform’s services.

New York Education Law 2-d: If you are a New York educational agency (e.g., a public school district or BOCES) subject to New York Education Law § 2-d and the regulations Part 121, we acknowledge that BidStream is a “third-party contractor” under that law. We are committed to fulfilling all obligations of third- party contractors to protect “Protected Data” (which includes personally identifiable information from student records, as well as certain teacher or principal data). In compliance with Education Law 2-d, the following principles apply:

• No Unauthorized Sale or Use: We will not sell student data or use any personally identifiable student, teacher, or principal data for any marketing or commercial purposes outside the scope of providing the BidLogiQ service. We will use such data only for the exclusive purposes of providing services to you (the educational agency) and as authorized by your officials.

• Data Security Standards: We will adhere to robust data security and privacy standards, including encryption, firewalls, password protection, and other industry best practices, to safeguard any Protected Data in our custody. We have implemented administrative, physical, and technical safeguards aligned with industry standards (such as NIST cybersecurity framework or similar) to protect your data. All data at rest in the Platform and in transit to/from the Platform is encrypted. Access to sensitive data within our organization is limited to personnel who need it to support your use of the Platform and who are bound by confidentiality obligations.

• Parents’ Bill of Rights: New York Education Law 2-d requires educational agencies to publish a Parents’ Bill of Rights for Data Privacy and Security, and for third-party contractors to adhere to it. BidStream agrees to cooperate with any educational agency in fulfilling these requirements. Upon request, we will provide the supplemental information needed for your Parents’ Bill of Rights, including: (a) the exclusive purposes for which we use any Protected Data, (b) how we will ensure all our subcontractors or partners (if any) abide by data protection requirements (for instance, we contractually require any technology partner to meet the same standards we do), (c) what will happen to data upon termination of our services (we will return or securely destroy it, as described in the Termination section below), (d) how a parent or eligible student can challenge the accuracy of any student data stored in the Platform (generally, the educational agency remains responsible for the content; we will assist the agency in making any corrections within the system as directed), and

(e) our protocols for notification in the event of a data breach (see below).

• Breach Notification: We will promptly notify the educational agency if we become aware of any breach or unauthorized release of Protected Data. Notification will be made in accordance with applicable law (Education Law 2-d and its regulations, as well as any other applicable data breach notification laws) and we will cooperate fully with the agency’s efforts to investigate and mitigate the breach.

• Data Retention and Deletion: We will not retain personal student or educator data longer than necessary to provide our services. Upon the expiration or termination of our contract with an educational agency, we will work with the agency to transfer any needed data back to the agency and then securely delete or anonymize the personal data in our systems, except to the extent retention is required by law or allowed for specific archival purposes by the agency. These details can be further governed by a separate Data Privacy Agreement or contract rider, but in all cases we aim to comply with the requirements of Education Law 2-d.

Public Records and FOIL: For Users that are government entities in New York (or other jurisdictions with similar public records laws), please be aware that information stored on the Platform may be subject to public disclosure. Under New York’s Freedom of Information Law (FOIL) and similar laws, many documents or records “kept, held, filed, produced, or reproduced by, with or for an agency” are considered public records. This can include bid documents, contracts, communications, and other data you maintain on BidLogiQ for your governmental operations. As such:

• Agency Responsibilities: The government entity using the Platform is responsible for responding to public records requests (FOIL requests) for content in the Platform. BidStream is a custodian of the data on your behalf, but we do not independently respond to FOIL requests from the public (unless required by law or court order). We will, however, assist you in retrieving your data from the Platform as needed to facilitate your compliance with any FOIL request.

• No Confidentiality Guarantee to Vendors: If you are a Vendor or other non-governmental User submitting information to a government agency through BidLogiQ, be aware that your submissions (including proposals, messages, attachments, etc.) might become public records subject to disclosure. Government agencies typically have to honor FOIL requests unless an exemption applies. While you may label certain proprietary information in your bid response as confidential or trade secret, the determination of whether it can be withheld from disclosure will be made by the agency according to the law. The Platform itself does not guarantee confidentiality of bid submissions beyond the controls provided to the agency. (For instance, bids may be sealed until the official opening time; after that, they may be visible to authorized users and potentially to the public record.)

• Transparency Features: The Platform may include features that publish certain information automatically, such as posting the summary of awarded contracts or bid results in a publicly accessible directory. By using the Platform, you consent to the Platform’s standard public disclosure functionalities. Agencies will generally have control over what is made public (for example, an agency might choose to publicly list that Vendor X won a bid at $Y price, but not publish every page of the Vendor’s proposal unless required). Ultimately, it is the agency’s duty to comply with open records laws, and the Platform is a tool to help manage that data.

Other Privacy Regulations: Depending on the nature of data you store, other privacy laws (such as GDPR for personal data of EU residents, if applicable; HIPAA for any health-related information, though the Platform is not intended for medical records; or state-specific privacy laws) may impose obligations. It is our policy to adhere to applicable privacy requirements and to assist our Users in doing so. If you have specific compliance questions, please contact us so we can help clarify how our services align with those needs. In general, you should not use BidLogiQ to collect or store sensitive personal data (such as social security numbers, financial account numbers, health information, or biometric data) unless necessary for the procurement process and permitted by law. If you do, you must ensure that doing so is in compliance with all applicable laws and that such data is appropriately safeguarded (we safeguard all data by default, but some laws might require you to give notice or obtain consent from the individuals, etc., which is your responsibility).

6. Third-Party Services and Infrastructure

Use of Third-Party Providers: BidLogiQ is built on and integrates with third-party infrastructure and services. For example, the Platform is hosted on Amazon Web Services (AWS) cloud servers, and we may use reputable cloud service providers like AWS and Google Cloud to provide various features (data storage,

backup, AI processing, email notifications, etc.). By using the Platform, you acknowledge and agree to the following regarding third-party services:

• Data Storage and Transfer: Your data (including documents, communications, and personal information) will be stored and processed on third-party servers (such as AWS data centers). These providers are industry-leading cloud platforms that implement strong security measures. We have agreements in place with our cloud providers to ensure they maintain confidentiality and security of our data. However, these third-party services operate under their own terms of service and service level agreements. While we have high expectations of their performance and security, we do not control their operations. There may be rare instances where a third-party service experiences outages or data loss. We will take reasonable steps to minimize any such disruptions (for example, maintaining backups in multiple regions), but we cannot guarantee absolute perfection of third- party services. (In the event of a third-party failure affecting our Platform, we will inform our users and work to restore functionality as quickly as possible.)

• Integrations and APIs: In some cases, BidLogiQ may integrate with other software or services at your direction. For instance, a board clerk might export data to a service like BoardDocs (agenda management software), or you might enable an integration to pull data from a Google service or send notifications via a certain channel. When you choose to integrate or export data to a third-party service, you are responsible for complying with that service’s terms and ensuring the data transfer is acceptable. We provide the technical conduit but do not take responsibility for the third- party’s handling of your data once transferred at your request.

• No Endorsement: Mention of third-party products or services within our Platform (for example, an AI tool by a certain provider, or a link to a mapping service) does not imply endorsement or guarantee by BidStream. We use these services to enhance our product, but any issues arising from their use will be addressed in accordance with our obligations to you under these Terms. We will make commercially reasonable efforts to replace or work around any third-party service issues that materially affect our Platform’s functionality.

• Updates and Changes: We reserve the right to change which third-party providers we use for hosting or ancillary services, provided that any new provider is of equal or greater reliability and security. We will notify administrators of client organizations of any significant changes to our infrastructure providers that could materially affect the handling of data (for instance, if we switch cloud hosting providers). Continued use of the Platform after such change will constitute acceptance, but we will gladly discuss any concerns you have about a new provider.

7. Fees and Payment Terms

For Government/Agency Users: BidLogiQ is a paid subscription service for governmental entities such as school districts, municipalities, and similar organizations. The specific subscription fees, implementation or startup fees, and payment schedule for each agency will typically be detailed in a separate order form, invoice, or contract. By agreeing to these Terms and using the service, the agency agrees to pay the applicable fees for the services ordered. Key payment terms include:

• Invoices: BidStream will invoice you (the agency) for subscription fees and any one-time setup or training fees as agreed. Invoices will be sent to the billing contact you provide, and are payable via check, ACH, or other methods as indicated (the Platform may not process credit card payments; payment is generally via offline invoice).

• Payment Due Date: Payments are due within the timeframe stated on the invoice (e.g., net 30 days, unless otherwise specified). Late payments may incur interest or late fees as specified by law or on the invoice (however, we understand public entities often have specific payment cycles and will accommodate reasonable requirements in separate agreements).

• Non-Payment: If an invoice remains unpaid beyond the due date without prior arrangement, we reserve the right to take actions, including suspension of the agency’s access to the Platform or limiting certain features until payment is received. We will provide notice to the account administrators before any suspension. We also reserve the right to terminate the service for persistent non-payment (see Termination below), though we will make good-faith efforts to resolve payment issues with you first.

• Taxes: Our fees do not automatically include any taxes that may apply. As a public entity, you may be tax-exempt; if so, please provide a tax-exemption certificate. Otherwise, you are responsible for any sales, use, or similar taxes due under applicable law (if any). We will comply with tax laws but generally, SaaS for governmental use may not be taxed in certain jurisdictions. This can be addressed in our invoice or agreement.

For Vendor Users: Vendor accounts are provided free of charge. Vendors are not charged by BidStream for viewing bids, submitting proposals, or using standard features of the Platform to participate in procurement processes. We believe eliminating vendor fees encourages broad participation and competition. However, note the following:

• BidStream does not charge transaction fees or commissions on contracts awarded through the Platform. Any payment obligations a vendor has (such as providing bid security, performance bonds, or paying any fees mandated by the agency’s bidding documents) are outside of our Platform and solely between the vendor and the agency.

• While general use of the Platform is free for vendors, if we ever introduce optional premium features or add-ons specifically for vendors (for example, value-added analytics, paid advertising opportunities within the Platform, or subscription to special notification services), those would be entirely optional and subject to separate terms and fees. At present, no such fees are in place for vendors.

• Vendors are responsible for their own costs in fulfilling bids (e.g., cost of bid preparation, producing product samples, etc.) and using the Platform (e.g., internet access, computer equipment). The Platform being free for vendors refers only to our software access fee.

Changes in Fees: We reserve the right to adjust our pricing or introduce new fees in the future (for example, at subscription renewal time for agencies). Any changes to fees for agencies will typically be reflected in a renewal quote or amendment and agreed by the agency (implicit acceptance by continuing the subscription). For vendors, if any core functionality that was free is proposed to become paid, we will provide notice and an opportunity to opt out of the service before charging any fees.

8. Intellectual Property

Ownership of the Platform: BidLogiQ and all of its components (including but not limited to software code, design elements, logos, trademarks, the database structure, and compiled data on the site) are the intellectual property of BidStream, LLC or its licensors. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Platform and its features for their intended purposes under these Terms. You do not acquire any ownership rights in the Platform itself or any of its proprietary content by

using the service or by downloading materials we make available (except for content that you or other users have uploaded, as described below).

• You must not attempt to copy, modify, distribute, sell, or lease any part of our software or included documentation, nor may you reverse engineer or attempt to extract the source code of our software, unless laws prohibit those restrictions or you have our written permission.

• The name “BidLogiQ,” the BidLogiQ logo, and any other trademarks or service marks we use are the property of BidStream, LLC. You are not permitted to use those marks without our prior written consent, except as necessary for customary use of the Platform (for example, you may use the BidLogiQ name to truthfully reference our service in a proposal or report).

User Content Ownership: You retain ownership of all content and data that you upload or input into the Platform. BidStream does not claim any ownership over your documents, bids, contracts, communications, or other materials that you or other Users (like your employees or vendors) provide. Subject to the licenses granted below, everything you upload remains yours (or your organization’s) and you are responsible for it.

License to User Content: While you retain ownership, we need certain permissions from you to operate the service. By submitting or uploading User Content to the Platform, you grant BidStream, LLC a worldwide, royalty-free, sublicensable (to our service providers solely for hosting/processing purposes), non-exclusive license to use, reproduce, adapt, modify (for technical purposes, e.g. making sure content displays correctly on different devices), translate (if you use any translation feature), and distribute your content as needed to provide the Platform services. This means, for example, we have your permission to: display your content to other authorized Users (e.g., show your bid proposal to the agency you sent it to, or show an agency’s RFP document to all vendors who are viewing that bid), to send it through networks and store it on our servers, to index it for search within the Platform, and to make backups. This license is only for the purpose of operating and improving the service – we do not use your content for any other purposes. We do not sell your content or disclose it to unrelated third parties except as permitted by these Terms, by you, or as required by law.

Sharing of Content: If you are an agency user posting a public solicitation, you understand that the content will be accessible to vendors and possibly to Public Viewer accounts or the general public (depending on settings). If you are a vendor submitting a proposal, you understand it will be accessible to the agency users evaluating the bid, and possibly to others as needed for the procurement (for example, an external consultant hired by the agency to assist in evaluation, who has been given access; all such uses should be under the agency’s control). The Platform may also allow agencies to share awarded contracts or summary data publicly. By using the Platform to post or share content, you are instructing and authorizing us to make that content available to the appropriate audience as configured in the system.

Feedback: If you choose to provide us with suggestions, ideas, or feedback about the Platform (“Feedback”), you agree that we can use and implement that Feedback without restriction or compensation to you. Any Feedback you provide is entirely voluntary, and we may use it to improve our product and services.

9. Confidentiality and Publicity

Confidential Information: Through use of the Platform, users might gain access to information that is not public (for example, sealed bid details before the opening date, or non-public internal comments, or a vendor’s proprietary proposal content before it becomes public record). All Users agree to treat information obtained through the Platform with appropriate confidentiality, consistent with the context. For instance:

• Agency officials should not disclose a vendor’s proposal details to unauthorized persons prior to the official bid opening and award (unless required by a legal process).

• Vendors might see Q&A or other data that isn’t broadly published; they should not misuse that information outside the scope of the bid.

• Any user who accidentally gains access to information they should not have (for example, through a technical glitch or mistake) must promptly notify the Company and refrain from further distribution of that information.

The Platform itself will implement technical controls (like password protection, role-based access controls, sealed bid features) to enforce confidentiality where appropriate. However, human behavior must complement these controls, and Users are responsible for using data appropriately.

Publicity and Marketing: BidStream may wish to identify your organization (if you are an agency or company) as a user of BidLogiQ in our marketing materials or on our website. We will ask for permission (from an appropriate official) before doing so, especially for any statement that implies endorsement. As a general matter, by using the Platform, you give us the right to factually state that your organization is a user of BidLogiQ, for example in client lists. If you do not want your name or logo used in this way, please notify us in writing and we will honor that request. Vendors using the platform are typically not singled out in our marketing, and we will not use a vendor’s logo or name for marketing without consent.

10. Termination of Service

By Users (Agency or Vendor): You may stop using the Platform at any time. If you wish to terminate your account or your organization’s use of BidLogiQ entirely, an authorized admin user should contact us to arrange the closure of the account. Government agencies that have a subscription agreement may need to provide notice of non-renewal or termination as specified in that agreement. Vendors who simply no longer wish to participate can delete or deactivate their account (note: if you are currently involved in an active bid, you might consider waiting until that process concludes or notifying the agency so they know you withdrew).

By BidStream: We reserve the right to suspend or terminate any User account or access to the Platform, in whole or in part, for good cause, including, for example:

• Violation of these Terms or other policies (material breach of the agreement).

• Behavior that risks the security, integrity, or reputation of the Platform or other users (e.g., attempting to hack the system, posting malicious content, engaging in fraud).

• Non-payment of fees (for agency accounts) after reasonable notice and opportunity to cure.

• If required by law or directed by a court or government authority (for instance, if our service is determined to be in violation of a law, or the user is barred by law from participation).

In most cases, we will provide notice and an opportunity to resolve the issue prior to termination, except where we determine immediate termination is necessary to protect the Platform or comply with legal obligations. Termination of an account may include disabling your access to the Platform and, for organizational accounts, disabling access for all users under that account.

Effect of Termination: Upon termination of an agency’s subscription, we will make your content (all bids, documents, data) available to you for export for a period of time (for example, 30 days) after the effective termination date, upon request. It is your responsibility to export or retrieve any records you need to retain (we can assist with bulk export if needed). After such period, we may delete your content from our live systems, unless we are legally required to retain it longer. We may keep backups for an additional period (to ensure an ability to recover data if needed), but we will not use your data except if needed for legal compliance after termination. Vendor accounts that are terminated will lose access to any proposals or data they submitted, so vendors should also keep their own copies of any submissions (note: agencies will still have those in their records).

Termination of an account does not relieve any party of any obligations incurred prior to termination. For example, if fees are owed up to the termination date, the agency must still pay for the service period used. Likewise, if a user caused damage or violated rights, they may still be held accountable even after their account is closed.

11. Dispute Resolution

We are committed to working in good faith with our Users to resolve any disputes or issues that arise from these Terms or the use of the Platform. To that end, the following dispute resolution process is agreed upon:

11.1 Mediation: If any controversy, claim, or dispute arises between you (or your organization) and BidStream out of or relating to these Terms or the use of BidLogiQ, the parties agree to first attempt to resolve the matter informally through mediation. Either party may initiate mediation by providing written notice to the other party outlining the dispute and requesting a mediation session. The mediation will be conducted by a neutral third-party mediator mutually acceptable to both parties. The mediation will take place in Albany County, New York, unless both parties agree to a different location or a virtual/telephonic mediation. Each party will bear its own costs of mediation, and the parties will split the mediator’s fees equally. Mediation is a required precursor to any further legal action or arbitration; the parties must participate in at least one good-faith mediation session (or else mutually agree in writing to waive or bypass mediation) before proceeding further.

11.2 Arbitration: If a dispute is not resolved through mediation within a reasonable time (for example, if 60 days have passed since the mediation was initiated and no resolution was reached, or if one party refuses to participate in mediation in good faith), then the dispute shall be resolved by binding arbitration. The arbitration will be administered by an established arbitration body such as the American Arbitration Association (AAA) or JAMS, under its Commercial Arbitration Rules (unless the parties agree to a different set of rules). Key points about the arbitration:

• The arbitration shall be conducted by a single arbitrator who is knowledgeable in the subject matter of the dispute and in commercial contract matters. If the parties cannot agree on an arbitrator, the administering arbitration body will appoint one.

• The arbitration will take place in Albany County, New York, unless you and BidStream agree to conduct it by video conference or at another location.

• The arbitrator shall apply New York law (see Governing Law below) to the merits of the dispute. The arbitrator may award any relief that a court of competent jurisdiction in New York could award, except that no punitive or exemplary damages may be awarded (each party waives any claim to such damages).

• The arbitration award shall be final and binding on the parties. Judgment on the award may be entered in any court having jurisdiction. The arbitrator shall provide a written statement of the disposition of each claim and a concise written explanation of the basis for the award.

• Each party shall bear its own attorneys’ fees and costs in the arbitration, unless the arbitrator finds that a claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award reasonable fees to the other party. The costs and fees of the arbitrator and the arbitration forum will be allocated as provided in the arbitration rules or as agreed by the parties (for example, typically split equally, or as the arbitrator deems fair in the award).

11.3 Exceptions: Notwithstanding the above, either party may seek interim injunctive relief or other provisional remedies from a court of competent jurisdiction before or during the mediation/arbitration process if necessary to prevent irreparable harm (for example, to prevent the misuse or disclosure of confidential information or intellectual property). Such a request shall not waive the requirement to mediate/arbitrate the underlying dispute. Additionally, disputes relating to collections of undisputed fees may be pursued in court if the amount is within the jurisdiction of a small claims court or equivalent, at the option of the party owed payment.

11.4 Waiver of Jury Trial: By agreeing to arbitration, both you and BidStream waive the right to a trial by jury or to participate in a class action for most disputes arising under these Terms. Arbitration is conducted by a neutral arbitrator and is typically faster and less formal than a lawsuit in court. (This provision is not applicable to the extent prohibited by law; for example, certain government entities may have restrictions on arbitration agreements. If you are a New York State agency or other public entity that is legally unable to submit to binding arbitration, this section may be subject to modification by mutual agreement or applicable law, but our hope is to resolve any disputes amicably regardless.)

12. Governing Law and Jurisdiction

These Terms and any disputes arising out of or relating to the Terms or the use of the Platform shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. The parties agree that New York has a significant interest in the application of its law given that BidStream, LLC is a New York company and the primary business address and operations are in New York.

Jurisdiction: Subject to the Dispute Resolution section above (which provides for mediation and arbitration), any legal action or proceeding permitted to be brought in a court (for example, to enforce an arbitration award or in the event the arbitration clause is deemed unenforceable) shall be brought in the state or federal courts located in Albany County, New York. Both you and BidStream consent to the exclusive jurisdiction and venue of such courts for these purposes and waive any objection based on inconvenient forum.

This governing law and venue clause is agreed upon by the parties to provide certainty and consistency, especially as the Platform is used widely in New York’s public sector. If you are a public entity restricted by law from agreeing to a governing law outside your state (for example, a state agency that by law cannot be subject to another state’s law), you must notify us to negotiate an appropriate amendment; otherwise, your use of the Platform indicates acceptance of New York law for these Terms.

13. No Warranty; Service Commitment

The following section provides clarifications on service quality, but note that we have omitted typical liability disclaimers to align with public sector requirements. This means BidStream accepts responsibility to perform as stated, and we have not disclaimed indirect or consequential damages in this Terms of Service.

Service Quality: BidStream is committed to providing a reliable and secure Platform. We strive for high availability and will perform regular maintenance and updates to improve the service. While we endeavor to avoid any disruptions, we do not guarantee that the Platform will be available 100% of the time or completely free of errors (no complex software system can make such an absolute guarantee). There may be occasional maintenance windows, which we will schedule during off-peak hours when possible and provide advance notice for, except in the case of emergency maintenance.

Data Backup: We maintain routine backups of data to prevent loss. In the unlikely event of any data loss or corruption, we will act promptly to restore from backups and inform affected users. Agencies should also keep their own copies of critical records as part of good records management practice (for example, downloading final signed contracts to their internal repository), though we intend for the Platform to serve as a reliable system of record as well.

Security: We employ industry-standard security measures to protect the Platform and your data (as detailed in Privacy and Data Protection above). However, no system is 100% immune from security threats. If we discover a security vulnerability or incident, we will address it with high priority and keep users informed of any actions needed on their part.

No Implied Warranties: Except as expressly stated in these Terms or a separate written agreement, the Platform is provided on an “as is” and “as available” basis. Any implied warranties or conditions (such as merchantability, fitness for a particular purpose, title, non-infringement) are to the maximum extent permitted by law, expressly disclaimed. (In plain language: We are promising to deliver the service as described, but we are not offering blanket guarantees beyond what is outlined here. We believe our service will greatly assist your procurement tasks, but you should use it prudently and understand that errors can still occur.)

Not Legal Advice: Users (especially agencies and their advisors) should note that nothing on the Platform, including AI-generated content or templates, constitutes legal advice from BidStream. While the Platform may include standard forms or compliance checks, it is not a substitute for professional legal judgment. Always consult with your legal counsel or advisors for guidance on procurement laws, contract terms, and other legal matters. BidStream’s support staff may help with technical and process questions, but they do not provide legal opinions.

14. Indemnification

Your Indemnification of BidStream: To the extent permitted by law, you agree to indemnify, defend, and hold harmless BidStream, LLC and its affiliates, officers, agents, and employees from and against any and all third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with:

• your access to or use of the Platform (including any actions taken under your account and any User Content you or your authorized users upload);

• your violation of these Terms or of any law or regulation; or

• your infringement of any rights of another (such as intellectual property rights or privacy rights) through the Platform.

This indemnification obligation means, for example, if a vendor uploads content that infringes someone’s copyright and that person sues BidStream or the agency, the vendor may be responsible for covering the costs or damages; or if an agency user uses the Platform to carry out some activity that causes a claim (like wrongful disclosure of data), the agency would stand behind BidStream for any resulting third-party claim. We understand that public entities might have legal limitations on indemnification (e.g., many government bodies cannot fully indemnify others by law) – in such cases, this clause will be enforced to the maximum extent allowed (for instance, New York State agencies often will agree to be responsible for their own negligence or statutory violations but cannot assume unlimited liability; we intend this clause to be interpreted in line with such principles, not to force unlawful indemnity).

BidStream’s Indemnification of You: BidStream, LLC also agrees to indemnify and hold harmless your organization (and its officers, agents, and employees) from any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorney fees) that arise from our violation of law or third-party rights, but only to the extent such claim is caused by our actions and not by something you or another user did. For instance, if our software infringed someone’s patent or copyright and that third party sues your agency for using our Platform, we would defend and indemnify you against that claim. Or if we mishandled data in a way that violated a law and a third party (such as a parent of a student) brings a claim against the school district as a result, we would cover that. This commitment is part of our assurance to work as a trusted partner, especially given the omission of typical liability limits in these Terms.

Indemnification Process: If any claim or action to which indemnification may apply is brought against one of the parties (the “Indemnified Party”), they will promptly notify the other party (the “Indemnifying Party”) in writing. The Indemnifying Party will assume the defense of the claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party will cooperate in the defense as reasonably requested (at the Indemnifying Party’s expense). The Indemnifying Party shall not settle any claim in a manner that imposes any liability or admission of fault on the Indemnified Party without the Indemnified Party’s prior written consent (which shall not be unreasonably withheld). The Indemnified Party may participate in the defense with its own counsel at its own expense.

This indemnification section survives any termination or expiration of these Terms.

15. Modifications to Terms

BidStream may update or modify these Terms of Service from time to time. When we make material changes, we will notify our users by email (sent to the address associated with the administrative account) or by posting a prominent notice on the Platform (for example, on the login page or dashboard). The effective date of the new terms will be included in the notice, and the updated Terms will indicate the date of last revision at the top.

By continuing to use the Platform after the effective date of any modifications, you agree to be bound by the updated Terms. If you do not agree to a change, you must stop using the service and, if applicable, you may terminate your subscription (any prepaid fees for unused portion would be handled according to our agreement or, if not specified, we can discuss a fair resolution). For minor updates that do not substantially affect your rights or obligations (for example, clarifications or grammar corrections), we may not send an email but will still update the Terms document on our site.

We encourage you to review the Terms periodically to ensure you are aware of the current terms and conditions. We will archive prior versions of the Terms and make them available upon request so you can track changes over time.

16. Miscellaneous

Entire Agreement: These Terms (along with any separate written agreements your organization may have executed with BidStream, and any referenced documents like a Privacy Policy or Data Protection Agreement) constitute the entire agreement between you and BidStream regarding the use of the BidLogiQ Platform. They supersede any prior agreements or understandings, except that if a separate master agreement is signed between BidStream and a client (e.g., a school district signs a negotiated contract), that agreement will take precedence over these Terms to the extent of any conflict, for that client.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect. The parties will, in good faith, negotiate a valid and enforceable provision replacing the invalid one, reflecting the original intent as closely as possible.

No Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of BidStream. Similarly, acceptance of fees or performance after knowledge of a breach shall not constitute a waiver of that breach.

Assignment: You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Any attempt to do so without consent will be null and void. BidStream may assign its rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of the Platform or substantially all of its assets, provided that the successor agrees to be bound by these Terms.

Relationship of the Parties: These Terms do not create a joint venture, partnership, fiduciary, employment, or agency relationship between you and BidStream. You do not have authority to bind BidStream, and we

do not have authority to bind you, in any legal or financial commitments beyond those expressly outlined here.

Notices: Except as otherwise specified in these Terms, any notices under these Terms to BidStream must be sent to our business address (418 Broadway, STE N, Albany, NY 12207, Attn: Legal) with a copy to any email address we designate for legal notices (we will provide such an email in our Privacy Policy or on our website). Notices to you will be sent to the contact information you have on file in your account (either email or physical address, as appropriate). Notices are deemed given: (a) if by hand or overnight courier, upon receipt; (b) if by mail, three business days after posting; (c) if by email, upon sending, provided the email is sent to the correct address and no bounce-back or error message is received.

Headings: Section headings in these Terms are for convenience only and have no legal or contractual effect. However, we have used them to make the document easier to read and navigate.

Authority (for Public Entities): If you are a representative of a government or public entity using this Platform, you represent that you have obtained all necessary approvals (administrative or board approvals) to enter into this agreement, or that these Terms align with any enabling contracts or procurement authorizations your entity has established with BidStream. BidStream acknowledges that public entities are often subject to specific procurement rules and contractual requirements; we intend for these Terms to be interpreted in a manner consistent with such requirements. Should any provision of these Terms conflict with a mandatory provision of law applicable to a public entity, the law will govern and the Terms will be deemed modified to the extent necessary to comply (for example, if by law a county cannot arbitrate disputes and must go to Court of Claims, we will adjust accordingly).

Contact Information: If you have any questions about these Terms or need to contact us for any reason, please contact BidStream, LLC at:

418 Broadway, STE N Albany, NY 12207

Email: info@logiq.bid

By using the BidLogiQ Platform, you acknowledge that you have read, understood, and agree to these Terms of Service. We thank you for partnering with us and look forward to supporting your procurement and project management needs in an efficient, transparent, and secure manner under these guidelines. Let’s build a better bidding experience together!