Terms of Service

These Terms of Service (the "Terms") are a binding agreement between One Up Solutions Northwest, Inc., an Oregon corporation doing business as CrestBid ("CrestBid," "we," "us," or "our"), and the organization or person that creates a CrestBid account or uses the Service ("Customer" or "you"). They govern your access to and use of the CrestBid website, application, and related services (the "Service").

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you accept on behalf of a company or other organization, you represent that you have authority to bind it, and "you" and "Customer" refer to that organization. If you do not agree, do not use the Service.

"Authorized User" means an individual whom Customer permits to use the Service under Customer's account, such as an employee or contractor. "Customer Data" means all data, files, and other content that Customer or its Authorized Users submit to the Service, or that the Service retrieves from third-party services Customer connects. "Plan" means the Free, Pro, Enterprise, or other plan Customer selects, with the features and limits described on our pricing page or in an order. "Subscription Term" means the billing period for which Customer has paid for a paid Plan. "Workspace" means Customer's organization account in the Service.

You must provide accurate account information and keep it current. You must be at least 18 years old and able to enter into contracts. You are responsible for your Authorized Users' compliance with these Terms, for all activity under your Workspace, and for keeping passwords and sign-in methods confidential. Notify us promptly at security@crestbid.com, or through the contact form at https://crestbid.com/#demo, if you suspect unauthorized access. Workspace administrators can add, remove, and change the roles of Authorized Users.

We may offer a Free Plan and a free trial of a paid Plan. The Pro trial lasts 14 days, does not require a payment method, and at the end of the trial the Workspace moves to the Free Plan unless Customer subscribes. Data that exceeds Free Plan limits is kept, but Customer may not be able to add more records or users until it upgrades or brings usage within the limits. Free Plans and trials are provided as-is, without any service commitment, and we may change or end them with reasonable notice.

4.1 Fees. Paid Plans are billed per Authorized User (seat) at the price shown on our pricing page or in an order when Customer subscribes. Fees are billed in advance for each Subscription Term through our payment processor, Stripe, using the payment method Customer provides.

4.2 Renewal. Subscriptions renew automatically for successive Subscription Terms of the same length unless canceled before the end of the current term. Customer can cancel at any time in the billing portal; cancellation takes effect at the end of the current Subscription Term.

4.3 Seats. Adding Authorized Users to a paid Workspace increases the seat count, and the added seats are billed on a prorated basis for the rest of the current term. Removing Authorized Users reduces the seat count going forward, with any proration credit applied as the billing portal shows.

4.4 Price changes. We may change our prices. Price changes apply to existing subscriptions only from the next Subscription Term that begins at least 30 days after we notify Customer. Customer may cancel before the change takes effect.

4.5 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added, and similar taxes, other than taxes on our net income.

4.6 Late payment. If a payment fails, we will notify Customer and retry. If fees remain unpaid 14 days after that notice, we may suspend paid features or move the Workspace to the Free Plan until payment is made.

4.7 Refunds. Except where required by law or where we terminate the Service for our convenience, fees are non-refundable, including for partial Subscription Terms and unused seats.

5.1 Ownership. As between the parties, Customer owns Customer Data. We claim no ownership of it.

5.2 License to us. Customer grants us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Data only as necessary to provide, secure, support, and improve the Service for Customer, and as described in our Privacy Policy.

5.3 Processing on Customer's behalf. For personal information within Customer Data, we act as Customer's service provider (processor). We will process it only to provide the Service in accordance with these Terms and Customer's documented instructions, which these Terms and Customer's use of the Service's features constitute; will not sell it or use it for our own purposes; will require our subprocessors to protect it; and will assist Customer, as reasonably needed, in responding to requests from individuals and regulators. Our current subprocessors are listed in our Privacy Policy.

5.4 Customer responsibilities. Customer is responsible for the accuracy, legality, and quality of Customer Data, for having all rights and notices needed to submit it (including personal information about Customer's contacts), and for Customer's use of it. The Service is not designed for, and Customer must not submit, payment card numbers, Social Security or government identification numbers, protected health information, or other special categories of sensitive data, unless we agree in writing.

5.5 Export and deletion. During the Subscription Term Customer may export Customer Data using the Service's export features where its Plan includes them, or by asking us. After termination or expiration, we will make Customer Data available for export on request for 30 days, then delete it from our active systems, with backup copies aging out within 90 days afterward, except where law requires us to keep it.

5.6 Aggregated data. We may collect and use aggregated or de-identified data about use of the Service that does not identify Customer, any individual, or Customer Data content, to operate, secure, and improve the Service.

Customer and its Authorized Users will not: • use the Service in violation of any law, or to infringe or misappropriate anyone's rights; • send email through the Service's email features that is unsolicited, deceptive, or violates the CAN-SPAM Act or other anti-spam laws, or send to lists that were purchased, rented, or harvested; • upload malware, or interfere with or disrupt the Service or its security, including by probing, scanning, or testing vulnerabilities without our written permission; • access data that is not yours, or attempt to access another customer's Workspace; • reverse engineer, decompile, or copy the Service, except to the extent the law expressly permits; • use automated means to access the Service outside our published interfaces, or exceed rate or usage limits; • resell, sublicense, or provide the Service to third parties, or use it to build a competing product; or • use the Service to store or transmit content that is unlawful, defamatory, harassing, or obscene.

We may investigate suspected violations and remove content or suspend access as described in Section 13.

7.1 Email features. When Customer uses the Service to send email (for example bulk email or sequences), Customer is the sender and is responsible for the content, recipients, required disclosures, and honoring unsubscribe requests.

7.2 Third-party services. The Service can connect to third-party services such as Microsoft 365 and QuickBooks Online. Customer's use of those services is governed by their own terms. By connecting a service, Customer authorizes us to exchange data with it as needed for the features Customer enables. We are not responsible for third-party services, their availability, or how they handle data, and we may stop supporting an integration if the provider changes or ends its interface.

Some features use artificial intelligence to extract, summarize, score, or draft content (for example reading bid invitations, go/no-go scoring, bid analytics, or text drafting). AI output is generated automatically and may be incomplete or inaccurate. Customer is responsible for reviewing AI output before relying on it. When Customer uses AI features, the relevant Customer Data is processed by our AI subprocessors to produce the output, and we do not use Customer Data to train our own models. As between the parties, Customer owns the output it generates from its Customer Data.

CrestBid organizes bid opportunities, deadlines, documents, follow-ups, and analytics. It does not calculate estimates or prices, and it does not make bidding decisions. Reminders, due-date alerts, scores, win-rate figures, and other information in the Service are aids only. Customer remains solely responsible for its bids, prices, deadlines, submissions, addenda, and business decisions, and for confirming dates and requirements with the issuing party.

We and our licensors own the Service, including all software, designs, text, and trademarks, and all improvements to them. Subject to these Terms, we grant Customer a limited, non-exclusive, non-transferable right during the Subscription Term (or while using a Free Plan or trial) for its Authorized Users to use the Service for Customer's internal business purposes. If Customer gives us feedback or suggestions, we may use them without restriction or obligation.

Each party may receive non-public information of the other that is marked confidential or should reasonably be understood to be confidential ("Confidential Information"); Customer Data is Customer's Confidential Information. The receiving party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its personnel and service providers who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, after giving the other party reasonable notice when legally permitted.

We continually improve the Service and may add, change, or remove features. We will not materially reduce the core functionality of a paid Plan during a Subscription Term. We aim to keep the Service available but do not guarantee uninterrupted or error-free operation, and we may perform maintenance, ideally with advance notice. Features labeled beta, preview, or similar are provided as-is, may change or be discontinued, and are excluded from any commitments in these Terms.

We may suspend access to the Service, in whole or in part, if we reasonably believe it is necessary to prevent harm to the Service, other customers, or third parties; if Customer or an Authorized User materially violates Section 6; if required by law; or for non-payment as described in Section 4.6. Where practical we will give notice first and limit the suspension to what is necessary, and we will restore access once the issue is resolved.

These Terms apply from when you first accept them until all subscriptions and use of the Service end. Customer may stop using the Service and cancel at any time. Either party may terminate a paid subscription if the other materially breaches these Terms and fails to cure the breach within 30 days of written notice. We may terminate a Free Plan or trial account with 30 days' notice, or immediately for a material violation of Section 6. On termination, Customer's right to use the Service ends, Section 5.5 governs Customer Data, and any unpaid fees for past periods become due. Sections that by their nature should survive (including 4, 5.5, 5.6, 9, 10, 11, 15, 16, 17, 18, and 19) survive termination.

Each party represents that it has the authority to enter into these Terms. We warrant that, during a paid Subscription Term, the Service will perform materially as described in our then-current product documentation; if it does not, and Customer notifies us, our sole obligation and Customer's exclusive remedy is for us to use reasonable efforts to correct the non-conformity or, if we cannot, to let Customer terminate the affected subscription and refund prepaid fees for the unused remainder of the term.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT AI OUTPUT OR ANALYTICS WILL BE ACCURATE, OR THAT USE OF THE SERVICE WILL RESULT IN WINNING ANY BID.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BIDS OR CONTRACTS, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US $100) IF CUSTOMER HAS NOT PAID ANY FEES.

These limitations do not apply to Customer's payment obligations, a party's indemnification obligations, a party's gross negligence, willful misconduct, or fraud, or Customer's breach of Section 6, and they apply only to the extent the law allows.

17.1 By us. We will defend Customer against any third-party claim alleging that the Service, as provided by us and used by Customer in accordance with these Terms, infringes that third party's United States patent, copyright, or trademark, or misappropriates its trade secret, and will pay damages and costs finally awarded or agreed in settlement. If such a claim occurs or is likely, we may modify the Service to be non-infringing, obtain a license for continued use, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term. We have no obligation for claims arising from Customer Data, third-party services, combinations with items we did not provide, or use in breach of these Terms.

17.2 By Customer. Customer will defend us against any third-party claim arising from Customer Data, Customer's email sending, or use of the Service by Customer or its Authorized Users in breach of these Terms or applicable law, and will pay damages and costs finally awarded or agreed in settlement.

17.3 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (except that no settlement may impose an obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

These Terms are governed by the laws of the State of Oregon, without regard to its conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Before filing a claim, each party agrees to try to resolve the dispute informally by written notice and good-faith discussion for at least 30 days. Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Washington County or Multnomah County, Oregon, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

19.1 Changes to these Terms. We may update these Terms. We will post the updated Terms with a new effective date and, for material changes, notify account owners by email or in the application at least 30 days before the changes take effect, except for changes required by law or relating to new features, which may take effect sooner. Continuing to use the Service after changes take effect means you accept them; if you do not agree, you may cancel before they take effect. 19.2 Notices. We may give notices to the account owner's email address or in the application. Legal notices to us must be sent to legal@crestbid.com and by mail to the address below. 19.3 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all of its assets or business to which these Terms relate, with notice. 19.4 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, other than payment obligations. 19.5 Publicity. We will not use Customer's name or logo in our marketing without Customer's permission. 19.6 Export and sanctions. Each party will comply with applicable export control and sanctions laws, and Customer represents that it is not located in, or owned or controlled by persons in, a country or on a list subject to U.S. sanctions. 19.7 Independent parties; no third-party beneficiaries. The parties are independent contractors, and these Terms create no third-party beneficiaries. 19.8 Entire agreement; order of precedence. These Terms, our Privacy Policy, and any order or written agreement signed by both parties form the entire agreement about the Service and supersede prior agreements on that subject. If an order signed by both parties conflicts with these Terms, the order controls for that subject. 19.9 Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect. A failure to enforce a provision is not a waiver.

One Up Solutions Northwest, Inc. (CrestBid) 8060 SW Pfaffle St, Suite 108, Tigard, OR 97223, United States Email: legal@crestbid.com, or use the contact form at https://crestbid.com/#demo.