TCP Acceptable Use

This Acceptable Use Policy ("Policy" or "AUP") constitutes a legally binding agreement between you ("User", "Client", "you", "your") and the Triops Contracting Platform ("TCP", "Platform", "we", "our", "us"). By accessing, registering for, or using the Platform in any manner, you represent that you have read, understood, and unconditionally agree to be bound by all terms of this Acceptable Use Policy. If you do not agree, you must immediately cease all use of the Platform.

This Policy supersedes all prior agreements, representations, and understandings between the parties. Any terms or conditions proposed by the User that conflict with this Policy are expressly rejected unless accepted in writing by Triops Technologies.

Article 1. Definitions

• "Platform" or "Service": Triops Contracting Platform (TCP) and all associated software, websites, mobile applications, APIs, databases, algorithms, user interfaces, and related services.
• "Government Contract Data": Procurement opportunities, tender notices, contract awards, and related information aggregated from government sources including but not limited to SAM.gov (USA), TED/Tenders Electronic Daily (EU), BOAMP (France), TenderNed (Netherlands), and other official procurement databases worldwide.
• "GovCon DNA" and "Profile": The User's customized profile within the Platform, including capabilities matrix, past performance data, certifications, NAICS/CPV codes, and preference settings.
• "Subscription": The paid access tier selected by the User, as detailed in the applicable pricing plan, order form, or checkout process.
• "Confidential Information": Any non-public information disclosed by either party, including business strategies, technical data, pricing, proprietary methodologies, algorithms, roadmaps, and any information designated as confidential.
• "Intellectual Property": All patents, copyrights, trademarks, trade secrets, algorithms, software code, user interfaces, data structures, databases, analytics methodologies, and other proprietary rights.
• "User Data": Data, content, and materials submitted by the User to the Platform, excluding Government Contract Data.
• "Personnel": Employees, contractors, consultants, agents, and representatives of a party.

Article 2. Scope & Acceptance

2.1. Service Description

TCP is a government contracting intelligence platform that aggregates, processes, and presents procurement opportunities from both United States federal sources and European Union sources, enabling Users to discover, track, and pursue government contracting opportunities across multiple markets. Triops Technologies' value lies in its proprietary aggregation, processing, analysis, matching algorithms, and presentation methodologies.

2.2. Binding Nature

This Policy constitutes the entire agreement between Triops Technologies and the User regarding the use of the Platform. Any conflicting terms in User correspondence, purchase orders, or other documents are expressly rejected. Modifications to this Policy require Triops Technologies' express written consent signed by an authorized officer.

2.3. Policy Modifications

Triops Technologies reserves the right to modify this Policy at any time. Material changes will be communicated via email or in-platform notification at least fifteen (15) days prior to becoming effective. Continued use of the Platform after such notification constitutes unconditional acceptance of the modified Policy. Users who do not accept modifications must cease use immediately.

Article 3. Permitted Use

The Platform is licensed, not sold. You may use TCP solely for the following legitimate internal business purposes:

• Discovering, researching, and tracking government contracting opportunities for your own organization.
• Building and maintaining your GovCon DNA Profile to receive matched opportunities.
• Analyzing procurement trends and market intelligence for internal strategic planning.
• Using Platform features (alerts, compliance tools, analytics) as documented and intended.
• Accessing API services (where included in your Subscription) within prescribed rate limits.

Article 4. Prohibited Activities

You expressly agree not to engage in any of the following activities. Violation may result in immediate termination without notice or refund, and legal action.

Article 5. API & Automated Access

Where API access is included in your Subscription, the following additional rules apply:

• Rate Limits: You must strictly respect the rate limits associated with your Subscription tier. Triops Technologies reserves the right to throttle, suspend, or permanently block requests exceeding these limits without notice.
• Authentication Security: API keys and tokens are strictly confidential. You are fully responsible and liable for all activity under your API credentials. Compromised credentials must be reported immediately and rotated.
• Internal Use Only: API access is exclusively for integration with your internal systems. Bulk data extraction, syndication, or redistribution via API is strictly prohibited.
• Caching Restrictions: You may cache API responses for a maximum of twenty-four (24) hours for performance purposes. Longer caching or permanent storage of API data requires Triops Technologies' express written consent.
• No Circumvention: You may not use API access to circumvent Platform user interface restrictions, subscription limitations, or access controls.

Article 6. Account & Security Obligations

6.1. Registration

You must provide accurate, complete, and current registration information. You represent that you have authority to bind your organization to this Policy. Providing false registration information is grounds for immediate termination.

6.2. Security Responsibilities

• Use strong, unique passwords and enable multi-factor authentication when available.
• Never share credentials with unauthorized individuals, including colleagues without proper access rights.
• Notify Triops Technologies immediately at security@3ops.io upon any suspected unauthorized access or security breach.
• Log out of shared or public devices after each session.
• You are fully liable for all activities occurring under your account credentials.

Article 7. Intellectual Property Rights

7.1. Triops Technologies Ownership

Triops Technologies retains all rights, title, and interest in and to the Platform, including without limitation: all software, source code, object code, algorithms, machine learning models, user interfaces, visual designs, data structures, databases, APIs, documentation, trade secrets, know-how, and all other Intellectual Property. Nothing in this Policy transfers or assigns any ownership rights to the User. The User receives only a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the Subscription term, subject to this Policy.

7.2. Government Contract Data

Government Contract Data originates from third-party government sources. Triops Technologies' proprietary value lies in its aggregation, processing, normalization, analysis, matching, and presentation methodologies. The User may not redistribute, resell, republish, or create derivative products from Government Contract Data without Triops Technologies' express written consent.

7.3. User Data

The User retains ownership of User Data submitted to the Platform. The User grants Triops Technologies a worldwide, royalty-free, non-exclusive license to use, process, store, and analyze User Data solely for purposes of providing and improving Platform services, generating aggregated anonymized analytics, and fulfilling Triops Technologies' obligations.

7.4. Feedback

Any feedback, suggestions, ideas, enhancement requests, or recommendations provided by the User regarding the Platform shall become the exclusive property of Triops Technologies. Triops Technologies may use such feedback for any purpose whatsoever without restriction, attribution, or compensation to the User. The User hereby assigns all rights in such feedback to Tripos Technologies.

7.5. Trademarks

The Triops Technologies name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Triops Technologies. You may not use such marks without Triops Technologies' prior written permission. All other names, logos, and brands are property of their respective owners.

Article 8. Confidentiality

8.1. Obligations

The User agrees to maintain in strict confidence all Confidential Information received from Triops Technologies. The User shall: (a) use Confidential Information solely for purposes of using the Platform as permitted; (b) not disclose Confidential Information to any third party without Triops Technologies' prior written consent; (c) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care; (d) limit access to Confidential Information to Personnel with a need to know.

8.2. Scope

Confidential Information includes but is not limited to:

• Platform features, functionality, roadmaps, and beta or unreleased capabilities.
• Pricing, discounts, and commercial terms specific to the User's account.
• Technical documentation, APIs, and integration specifications not publicly available.
• Business strategies, customer information, and operational data of Triops Technologies.
• Any information designated as confidential or that reasonably should be understood to be confidential.

8.3. Duration

Confidentiality obligations survive for five (5) years following termination or expiration of the User's account.

8.4. Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the User; (b) was rightfully known to the User prior to disclosure without restriction; (c) is independently developed by the User without use of Confidential Information; (d) is rightfully obtained from a third party without restriction. Required disclosure by law is permitted provided the User gives Triops Technologies prompt notice (where legally permitted) and cooperates in seeking protective treatment.

Article 9. Data Protection & Privacy

9.1. Applicable Regulations

Triops Technologies processes personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), the French Loi Informatique et Libertés, and other applicable privacy regulations.

9.2. Data Processing Roles

Where the User provides personal data to Triops Technologies, the User acts as data controller and Triops Technologies acts as data processor. Triops Technologies shall process such data only in accordance with documented instructions, this Policy, and applicable law.

9.3. Triops Technologies Commitments

Triops Technologies shall:

• Implement appropriate technical and organizational security measures.
• Ensure Personnel with access to personal data are bound by confidentiality obligations.
• Notify the User without undue delay (and within 72 hours where required) of any personal data breach.
• Assist the User in responding to data subject access requests.
• Delete or return personal data upon termination, at the User's documented request.
• Not engage sub-processors without appropriate contractual protections.

9.4. International Transfers

Where personal data is transferred outside the European Economic Area, Triops Technologies shall ensure appropriate safeguards are in place, including Standard Contractual Clauses or other approved transfer mechanisms under applicable law.

Article 10. Disclaimers & Warranties

10.1. Government Data Disclaimer

Government Contract Data is sourced from third-party government databases and is provided strictly "as-is" and "as-available". Triops Technologies does not guarantee and expressly disclaims any warranty regarding the accuracy, completeness, timeliness, reliability, or fitness for any particular purpose of such data. The User is solely responsible for independently verifying all information through official government data sources before making any business, bidding, or contractual decisions. Government data sources may experience outages, delays, errors, or data quality issues entirely outside Triops Technologies' control.

10.2. Platform Disclaimer

Except as expressly provided herein, the Platform is provided "as-is" and "as-available" without warranty of any kind, express or implied. Triops Technologies disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade.

10.3. No Guarantee of Results

Triops Technologies does not guarantee that use of the Platform will result in the User winning any government contracts, achieving any particular business outcomes, or generating any revenue. The Platform is a tool to assist in opportunity discovery; success depends on numerous factors entirely outside Triops Technologies' control, including User qualifications, pricing, competition, and government decision-making.

Article 11. Limitation of Liability

11.1. Liability Cap

To the maximum extent permitted by applicable law, Triops Technologies' total aggregate liability to the User for any and all claims arising out of or related to this Policy or the use of TCP shall not exceed the lesser of:

• The total fees actually paid by the User to Triops Technologies during the six (6) months immediately preceding the first event giving rise to liability;
• Or one thousand euros (€1,000).

11.2. Exclusion of Damages

In no event shall Triops Technologies be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of revenue, profits, contracts, business opportunities, goodwill, data, anticipated savings, or cost of procurement of substitute services, even if Triops Technologies has been advised of the possibility of such damages and regardless of the theory of liability.

11.3. Third-Party Sources

Triops Technologies shall not be liable for any errors, omissions, delays, interruptions, or inaccuracies in Government Contract Data obtained from third-party government sources, nor for any losses, damages, or decisions made by the User based on such data.

11.4. Exceptions

Nothing in this Policy excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable French law.

Article 12. Indemnification

The User shall indemnify, defend, and hold harmless Triops Technologies and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or related to:

• The User's breach of any term of this Policy.
• The User's violation of any applicable law, regulation, or third-party rights.
• Any claims that User Data infringes or misappropriates third-party intellectual property or other rights.
• The User's use of the Platform in a manner not authorized by this Policy.
• Any unauthorized access to the Platform through the User's account.
• The User's negligence or willful misconduct.

Article 13. Non-Solicitation of Personnel

During the term of the User's Subscription and for a period of twenty-four (24) months following its termination or expiration, the User expressly agrees not to directly or indirectly solicit, recruit, hire, engage, or attempt to hire any Triops Technologies Personnel who has been involved in providing services, support, or access to the User, without Triops Technologies' prior written consent.

In the event of breach of this provision, the User shall pay Triops Technologies, as a contractual penalty (clause pénale), a lump-sum indemnity equal to eighteen (18) months of the individual's gross compensation, plus all reasonable recruitment costs for a replacement. This penalty is payable without prejudice to Triops Technologies' right to claim additional damages.

Article 14. Payment terms

14.1. Fees

Subscription fees are as specified in the applicable pricing plan or order form. Unless otherwise agreed, fees are payable in advance. All fees are exclusive of applicable taxes (including VAT), which shall be added to invoices as required by law.

14.2. Late Payment

Any late payment shall automatically and without formal notice accrue interest at three (3) times the legal interest rate in France, calculated from the due date. Additionally, a fixed recovery indemnity of forty euros (€40) shall be due as provided by Article D.441-5 of the French Commercial Code, without prejudice to Triops Technologies' right to claim additional recovery costs.

14.3. Suspension

Triops Technologies reserves the right to suspend access to the Platform without prior notice if payment is not received within fifteen (15) days of the due date. Reactivation is subject to payment of all outstanding amounts plus applicable late fees and interest.

Article 15. Term & Termination

15.1. Term

This Policy is effective upon the User's registration or first use of the Platform and continues until terminated in accordance with this Article.

15.2. Termination by User

The User may terminate their Subscription by providing written notice through the Platform or by email. For monthly Subscriptions, termination is effective at the end of the current billing period. For annual or multi-year Subscriptions, no refund will be provided for the remaining term.

15.3. Termination by Triops Technologies

Triops Technologies may immediately terminate or suspend the User's access without notice or refund if:

• The User breaches any term of this Policy.
• The User fails to pay fees when due.
• The User's use poses a security, legal, or reputational risk to Triops Technologies or other Users.
• Triops Technologies reasonably believes the User is engaged in fraudulent, illegal, or unethical activity.
• Required by law, regulation, or court order.

15.4. Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, government actions, pandemic, epidemic, or telecommunications failures. If such circumstances continue for more than thirty (30) days, either party may terminate without liability upon written notice.

15.5. Effect of Termination

Upon termination: (a) the User's access to the Platform is immediately revoked; (b) all outstanding fees become immediately due; (c) the User must cease all use of Platform content and delete any cached or stored data; (d) each party shall return or destroy Confidential Information; (e) provisions that by their nature should survive (including Articles 7, 8, 10, 11, 12, 13, and 16) shall remain in effect.

Article 16. Monitoring & Enforcement

16.1. Monitoring Rights

Triops Technologies reserves the right to monitor Platform usage, including access patterns, API calls, data queries, downloads, and account activity, to ensure compliance with this Policy, protect Platform integrity, and prevent abuse. The User consents to such monitoring as a condition of access.

16.2. Enforcement Actions

In the event of a Policy violation, Triops Technologies may, at its sole discretion and without prior notice:

• Issue a warning.
• Temporarily or permanently suspend access.
• Terminate the User's account without refund.
• Pursue injunctive relief or damages in court.
• Report illegal activities to appropriate law enforcement or regulatory authorities.

16.3. Reporting Violations

Users aware of any Policy violation should report it immediately to legal@3ops.io. Reports may be submitted anonymously. Triops Technologies will investigate all credible reports.

Article 17. Ethical Compliance

The User represents, warrants, and undertakes that:

• It has not violated and will not violate any anti-corruption, anti-bribery, anti-money laundering, or similar laws, including the U.S. Foreign Corrupt Practices Act (FCPA), UK Bribery Act 2010, French Law No. 2016-1691 (Sapin II), and applicable EU directives.
• Neither it nor any of its directors, officers, or employees has been subject to sanctions for violations of anti-corruption laws, and no investigation or proceeding is pending.
• It will not use the Platform to facilitate corrupt practices, bid-rigging, or unfair competitive practices in government contracting.
• It will comply with all applicable export control, trade sanctions, and embargo laws and regulations.

Article 18. Professional Liability Insurance

Triops Technologies maintains professional liability insurance coverage with reputable insurers. Upon reasonable written request, Triops Technologies shall provide the User with a certificate of insurance evidencing such coverage. The User acknowledges that insurance coverage is subject to policy terms, conditions, and exclusions, and does not expand Triops Technologies' liability beyond the limits set forth in this Policy.

Article 19. Governing Law & Jurisdiction

19.1. Applicable Law

This Acceptable Use Policy is governed by and written in accordance with the laws of France, to the exclusion of any other legislation and without regard to conflict of law principles.

19.2. Exclusive Jurisdiction

Any dispute arising out of or relating to this Policy, including its validity, interpretation, performance, or termination, that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of Versailles (Tribunal de Commerce de Versailles or Tribunal Judiciaire de Versailles, as applicable), France. The User expressly waives any objection to this jurisdiction and venue.

19.3. Language

This Policy is drafted in English and may be translated into French. In the event of any inconsistency between the English version and any translation, the English version shall prevail except where French law requires otherwise.

Article 20. Miscellaneous

20.1. Severability

If any provision of this Policy is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

20.2. Entire Agreement

This Policy, together with any applicable order forms or Subscription agreements incorporated by reference, constitutes the entire agreement between Triops Technologies and the User regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

20.3. No Waiver

The failure of Triops Technologies to enforce any provision of this Policy shall not constitute a waiver of Triops Technologies' right to enforce such provision or any other provision at a later time. No waiver shall be effective unless in writing and signed by an authorized representative of Triops Technologies.

20.4. Assignment

The User may not assign, transfer, or delegate this Policy or any rights or obligations hereunder without Triops Technologies' prior written consent. Any attempted assignment in violation of this provision is void. Triops Technologies may freely assign this Policy in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

20.5. Independent Contractors

The parties are independent contractors. Nothing in this Policy creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

20.6. Notices

All notices under this Policy shall be in writing. Notices to Triops Technologies shall be sent to legal@3ops.io or to Triops Technologies' registered address. Notices to the User shall be sent to the email address associated with the User's account. Notices are deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) one business day after deposit with a recognized courier; or (d) three business days after mailing by registered mail with return receipt.

Article 21. Contact Information