Terms of Service

Introduction

These Terms of Service (the "Terms") form a binding legal agreement between you and Venchur Ave Inc., a Delaware corporation ("Venchur," "we," "us," or "our"). They govern your access to and use of dlasb.com, the DLA Solicitation Breakdown Analyzer, the DLA Solicitation Academy, and any related products, features, and services we make available through dlasb.com (collectively, the "Services").

By creating an account, subscribing to a paid plan, downloading any client we make available, or otherwise using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. The Services

1.1 What the Analyzer Does

The Analyzer is an AI-assisted tool that reads government solicitation documents you upload — including U.S. Defense Logistics Agency (DLA) DIBBS quote requests, Invitation for Bid (IFB) documents, and Request for Proposal (RFP) documents — and produces structured analysis output to help you understand the solicitation. The Analyzer's output is informational only. It is not legal advice, financial advice, contractual interpretation, or a guarantee of any contracting outcome.

1.2 What the Academy Does

The Academy is an AI-assisted teaching tool that helps users learn how to read and understand DLA DIBBS solicitations through structured lessons, practice exercises, and an "Academy Tutor" available within the platform. The Academy teaches DLA DIBBS solicitations only. The Academy does not analyze or teach any other solicitation type. The Academy is sold and accessed separately from the Analyzer; some subscription bundles include both.

1.3 What the Services Do Not Do

The Services are explicitly NOT, and you agree not to rely on them as if they were:

• A guarantee of any contract award, set-aside qualification, or procurement outcome;
• A live monitor of solicitation amendments, due-date changes, cancellations, or revisions issued by any government agency after you upload a document. The Services analyze the static document you provide at the moment you provide it;
• A submission tool. You remain responsible for logging into DIBBS, SAM.gov, or any other procurement system and submitting your own bid or quote;
• A source of legal, tax, accounting, financial, or regulatory advice;
• A substitute for independent verification of solicitation requirements against the original document and any official government source before you bid;
• A connection to any government system. The Services do not communicate with DIBBS, SAM.gov, FPDS, or any other government database in real time;
• A representation, warranty, or certification that any analysis, packaging recommendation, pricing recommendation, or compliance interpretation is accurate, current, or fit for any particular bid.

You acknowledge and agree that you are solely responsible for verifying every solicitation independently before submitting any bid, including verifying that no amendment, cancellation, or revision has been issued. The Services help you understand what you are bidding on. The bid itself, the pricing, the submission, and the outcome are entirely your responsibility.

2. Eligibility

To use the Services, you must:

• Be at least eighteen (18) years old;
• Have the legal capacity to enter into a binding contract;
• Not be barred from receiving the Services under U.S. export-control laws, sanctions, or any other applicable law;
• Not be a person who has been suspended or removed from the Services for violation of these Terms;
• Use the Services only for lawful business purposes related to evaluating, understanding, and bidding on government solicitations.

If you are creating an account on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms, and references to "you" mean both you individually and the organization.

3. Accounts and Security

You must create an account to use most features of the Services. You agree to:

• Provide accurate, current, and complete information when you sign up and to keep it accurate;
• Maintain the confidentiality of your password;
• Be responsible for all activity that occurs under your account, whether or not you authorized it;
• Notify us immediately at support@venchurave.com if you suspect unauthorized access to your account or any other security issue.

We may, at any time and in our reasonable discretion, suspend or terminate accounts we believe are being used in violation of these Terms or that pose a security or abuse risk to us or to other users.

4. Subscriptions, Billing, and Quotas

4.1 Subscription Plans

We offer the Services on a free trial tier (RECON) and on several paid subscription tiers. The features, monthly analysis quotas, retention behavior, and pricing of each tier are described on dlasb.com and may change from time to time. The tier you have at any given time determines what the Services will do for you.

4.2 Billing and Payment

Paid subscriptions are billed through Stripe, our payment processor. By subscribing, you authorize Stripe to charge your payment method:

• On the day you subscribe;
• On each renewal date thereafter (monthly or annually, depending on the billing interval you selected);
• For any one-time purchases (such as analysis booster packs) that you make.

All amounts are quoted and charged in U.S. dollars unless otherwise specified. Taxes, where applicable, will be added to the amount you are charged. We do not store your full payment-card number; Stripe handles payment-card data directly.

4.3 Automatic Renewal and Cancellation

Paid subscriptions renew automatically at the end of each billing period unless you cancel before the renewal date. You may cancel at any time through the customer portal accessible from your account settings. When you cancel:

• Your subscription will remain active until the end of the current billing period;
• Your account will be downgraded to the free RECON tier (or, if applicable, to a lower paid tier) at the start of the next billing period;
• Retained Solicitation Material on tiers that include the Solicitation Manager (Strike, Command, Joint Ops) will be deleted from active production systems shortly after your subscription ends, as described in our Privacy Policy.

4.4 Refunds

Subscription fees are non-refundable except where required by applicable law. Booster pack purchases are non-refundable once redeemed in full or in part. We may, in our sole discretion, issue refunds in exceptional cases (such as duplicate charges or service-availability incidents that materially affected your use of the Services); any such refund is not a waiver of our right to enforce this Section in other circumstances.

4.5 Quotas and Boosters

Each subscription tier includes a defined number of analyses per billing period. The quota is reset at the start of each billing period. Booster packs add additional analyses to your current period's quota; these additional analyses do not roll over to the next period and are not redeemable for cash. When your quota is exhausted, you will be unable to run additional analyses until your next billing period begins, you upgrade your tier, or you purchase a booster pack (where eligible).

4.6 Price Changes

We may change subscription pricing from time to time. We will provide at least thirty (30) days' notice (by email or by a prominent notice on dlasb.com) before any price change takes effect for an existing subscription. If you do not agree to the new price, you may cancel your subscription before the change takes effect.

5. Acceptable Use

You agree not to, and not to permit anyone else to:

• Use the Services to violate any law, regulation, or third-party right;
• Upload to the Services any material you do not have the right to upload, including classified information, controlled unclassified information you are not authorized to share, or material protected by another party's intellectual property rights;
• Upload any material containing viruses, malware, or other harmful code;
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Services, except to the extent that applicable law expressly permits;
• Bypass, disable, or interfere with security features of the Services, including any quota-enforcement mechanism, authentication system, or rate-limit;
• Scrape, harvest, or otherwise extract data from the Services by automated means without our prior written consent;
• Resell, sublicense, white-label, or commercially redistribute the Services, or use the Services to provide a competing analysis service to third parties, unless we have agreed in writing;
• Use the Services to harass, defraud, or impersonate any person or organization;
• Misrepresent your affiliation with any government, agency, or person, or use the Services in connection with any false or misleading certification;
• Use the Services in a manner that we reasonably determine to be abusive, fraudulent, or harmful to us, our other users, or our subprocessors.

5.1 Government and Third-Party Material

You acknowledge that solicitation documents you upload may contain information that is the property of, or controlled by, the issuing government agency or its contractors. By uploading such material, you represent that you have the right to do so for the purposes contemplated by the Services and that the upload does not violate any applicable confidentiality, security, or export-control restrictions. If a solicitation document is marked as classified, FOUO, CUI, or otherwise restricted in a way that prohibits processing through a third-party AI service, you must not upload it to the Services.

6. Your Content

6.1 Ownership

You retain all rights you have in the Solicitation Material and other content you submit to the Services. We do not claim ownership of your uploads.

6.2 License You Grant Us

You grant Venchur a worldwide, non-exclusive, royalty-free license to host, store, transmit, and process your uploaded content solely as necessary to operate and provide the Services to you. This license includes the right to transmit your uploaded content to AI Subprocessors (currently Anthropic and/or OpenAI) operating under zero-retention terms, for the sole purpose of producing Analysis Output. The license terminates when we delete the relevant content under our retention policies, except for portions retained in routine encrypted backups (which are rotated out automatically) and except for aggregate, non-identifying usage statistics.

6.3 No AI Training

We do not, and we contractually require our AI Subprocessors not to, use your uploaded content to train, fine-tune, or otherwise improve any artificial-intelligence model. We do not sell your content. We do not share your content with advertisers.

6.4 Analysis Output

Analysis Output is generated through automated AI aggregation and interpretation of the documents you provide and, where relevant, of publicly available reference material such as historical procurement award data sourced from public government databases. As between you and us:

• We grant you a worldwide, non-exclusive, royalty-free license to use Analysis Output produced from your uploads in connection with your bidding and contracting activities;
• We retain all rights in the underlying systems, models (which we license from third parties), software, prompt structures, training methods, and aggregate data that produce Analysis Output;
• Analysis Output may resemble or duplicate output produced for other users when applied to similar inputs. You acknowledge that AI systems are not deterministic and that we do not warrant the uniqueness of any particular output.

7. Sourcing, AI Aggregation, and Output Accuracy

Analysis Output is produced by AI models that aggregate, summarize, and interpret information from two principal sources: (a) the Solicitation Material you upload, and (b) publicly available reference material, such as historical award data accessible from government procurement databases. The Services do not generate factual claims out of nothing, but the AI models that produce Analysis Output can:

• Misread, misinterpret, or fail to extract information from your uploaded document;
• Produce content that is fluent and confident in tone but factually inaccurate (so-called "hallucination");
• Generate recommendations (including bid prices, packaging materials, or compliance interpretations) that are wrong for your specific situation;
• Reflect outdated procurement history, since reference data lags real-time;
• Fail to detect amendments, addenda, or revisions to your solicitation issued after your upload.

You agree that Analysis Output is informational only and that you are solely responsible for verifying any output against the original solicitation document and any official government source before relying on it. You will not treat Analysis Output as a representation, warranty, or guarantee of fact, of regulatory compliance, of award outcome, or of any other matter.

8. Our Intellectual Property

The Services, the dlasb.com website, all software underlying the Services, all visual design elements, the "DLASB" mark and any other Venchur trademarks, the Academy curriculum, the Academy Tutor system prompt and structure, all documentation, and all related materials are owned by Venchur Ave Inc. or licensed to us. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription, subject to these Terms. No other rights are granted by implication or otherwise.

9. Third-Party Services and Links

The Services rely on third-party providers (including Stripe, Anthropic, OpenAI, Neon, Vercel, and Resend) and may link to third-party websites (including DIBBS, SAM.gov, and supplier websites). We do not control any third-party service or website and we are not responsible for their availability, accuracy, content, or practices. Your use of any third-party service or website is governed by that party's own terms and privacy policy.

10. Beta and Experimental Features

From time to time we may make beta, preview, or experimental features available. Such features are provided "as is," may be modified or removed at any time, and may have additional or different terms that we will identify when the feature is offered. Beta features are not part of the Services for purposes of any service-level expectation.

11. Suspension and Termination

You may stop using the Services at any time. To terminate a paid subscription, cancel through the customer portal in your account settings or contact support@venchurave.com.

We may suspend or terminate your account or your access to the Services, with or without notice, if:

• You materially breach these Terms;
• Your payment method is declined and not corrected after reasonable notice;
• We believe your use of the Services creates legal, security, or operational risk for us, our users, or our subprocessors;
• We are required to do so by law or by order of a competent authority;
• We discontinue the Services in whole or in part.

On termination, your right to use the Services ends, retained Solicitation Material is deleted in accordance with our Privacy Policy, and the provisions of these Terms that by their nature should survive (including Sections 6, 7, 8, 13, 14, 15, 17, 19, and 20) will survive.

12. Modifications to the Services and to These Terms

We may modify or discontinue the Services, in whole or in part, at any time. We may also update these Terms from time to time. When we make material changes to these Terms, we will update the "Last Updated" date at the top and, where appropriate, notify you by email or by a prominent notice on dlasb.com before the change takes effect. Your continued use of the Services after the effective date of an updated set of Terms constitutes your acceptance of the changes. If you do not agree, you must stop using the Services.

13. Disclaimers

Without limiting the foregoing, Venchur does not warrant that:

• The Services will be uninterrupted, secure, or error-free;
• Any Analysis Output is accurate, current, complete, or fit for any particular purpose;
• Any bid placed using Analysis Output will be successful, accepted, or evaluated favorably;
• Any solicitation analyzed through the Services has not been amended, canceled, or revised after upload;
• Any third-party service the Services rely on will be continuously available;
• Any defects in the Services will be corrected.

You assume all risk of using Analysis Output. Decisions about whether to bid, what price to bid, what packaging to use, what compliance posture to take, and how to interpret a solicitation are yours alone.

14. Limitation of Liability

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain damages. To the extent any such exclusion or limitation is not enforceable in your jurisdiction, the relevant disclaimer or limitation will apply to the maximum extent permitted by law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Venchur and its officers, directors, employees, and agents from and against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Services; (b) your breach of these Terms; (c) your violation of any law or third-party right; (d) any content you upload to the Services, including any allegation that your upload infringed any third-party right or violated any confidentiality, security, or export-control restriction; and (e) any bid, contract, certification, or representation you submit to any government agency, regardless of whether you used the Services in connection with that submission.

16. Government Contracting; No Endorsement

The Services are not affiliated with, endorsed by, or sponsored by the U.S. Department of Defense, the Defense Logistics Agency, DIBBS, SAM.gov, the General Services Administration, or any other federal, state, or local government agency. References to government agencies, programs, codes, clauses, and procurement documents are for informational purposes only.

Any statement made by Analysis Output regarding eligibility, qualification, certification, set-aside status, FAR or DFARS interpretation, TAA or Berry Amendment compliance, or any other regulatory matter is informational only and does not constitute a representation by Venchur. Determinations of eligibility, compliance, and contracting requirements are made by the contracting officer of the responsible agency, not by us. Where a regulatory question is material to your bid, you should consult qualified legal counsel.

17. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with the Services and to use such information only for purposes consistent with these Terms. We will treat your Solicitation Material as confidential and will not disclose it except as set forth in our Privacy Policy. You agree not to disclose any non-public technical or commercial information about the Services that we mark or describe as confidential.

18. Notices

We may send notices to you by email to the email address associated with your account or by posting them on dlasb.com. You are responsible for keeping your email address current. You may send notices to us at support@venchurave.com. Legal-process notices to Venchur Ave Inc. must be sent in accordance with applicable law to the registered agent on file for the corporation in Delaware.

19. Dispute Resolution; Arbitration

19.1 Informal Resolution First

Before initiating any formal proceeding, you agree to contact us at support@venchurave.com and describe your claim, and to give us a reasonable opportunity (at least thirty (30) days) to resolve the matter informally. Most disputes can be resolved this way.

19.2 Binding Arbitration

Except as set out in Section 19.4, any dispute, claim, or controversy arising from or relating to these Terms or the Services will be resolved exclusively through binding individual arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules (as updated from time to time). The arbitration will be conducted in the State of Delaware (or, where applicable law requires, in the federal judicial district where you reside) before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

19.3 Class-Action Waiver

19.4 Carveouts

Notwithstanding the foregoing, either party may bring an individual action in small-claims court for any dispute that qualifies for small-claims jurisdiction; either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or restrain infringement or misuse of intellectual property; and nothing in this Section limits any non-waivable right under applicable law.

19.5 Opt-Out

You may opt out of the arbitration provisions in this Section by sending written notice to support@venchurave.com with the subject line "Arbitration Opt-Out" within thirty (30) days after first creating your account. The notice must include your account email address and a statement that you wish to opt out. If you opt out, the arbitration provisions will not apply to you, but the rest of these Terms will continue to apply.

20. General

20.1 Governing Law

These Terms, and any dispute arising from or relating to them or the Services, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in Section 19.

20.2 Entire Agreement

These Terms (together with our Privacy Policy and any License Agreement applicable to a downloadable client) constitute the entire agreement between you and Venchur with respect to the Services and supersede any prior or contemporaneous agreements, communications, or proposals on the same subject.

20.3 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed; the remaining provisions will remain in full force and effect.

20.4 No Waiver

Our failure to enforce any right or provision of these Terms will not be a waiver of that right or provision.

20.5 Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, financing, restructuring, or sale of assets, or to any affiliate. Any prohibited assignment is void.

20.6 Force Majeure

Neither party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, governmental action, labor disputes, third-party service outages, internet outages, and cybersecurity incidents.

20.7 Relationship

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and Venchur.

20.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

20.9 Contact

Venchur Ave Inc. — support@venchurave.com