1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a binding legal agreement between you (“User,” “you,” or “Customer”) and TideIQ LLC, a Delaware limited liability company (“TideIQ,” “we,” “us,” or “our”).

By registering for an account, accessing, or using the TideIQ platform, API, website (https://tideiq.io/), or any related services (collectively, the “Services”), you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, government agency, or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the terms “you” or “User” shall refer to such entity.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

2. Nature of Services and Government Disclaimer

2.1 Description of Services

TideIQ is a government contracting intelligence platform. We provide automated eligibility verification, certification checks, and contract vehicle validation via a web-based dashboard and Application Programming Interface (“API”).

2.2 NOT a Government Agency

TideIQ is a private commercial entity. We are not affiliated with, endorsed by, or authorized by the United States General Services Administration (GSA), the Small Business Administration (SBA), SAM.gov, or any other federal, state, or local government agency.

2.3 Data Sources, Caching, and Dependencies

TideIQ aggregates data from public government sources, including but not limited to SAM.gov, SBA, and GSA.

• Government API Dependency: The availability and accuracy of certain features depend entirely on third-party government API uptime and data schemas. TideIQ is not responsible for service interruptions, data format changes, or outages imposed by SAM.gov, SBA, or GSA.
• Caching & Freshness: To ensure performance, we cache data. We utilize caching strategies (ranging from 1 hour to 30 days depending on data type) to provide information. We do not guarantee real-time synchronization with official government databases.
• Official Records: The Services are for informational purposes only. The official system of record for federal contracting data is SAM.gov. You must independently verify all eligibility determinations, certification statuses, and exclusions with the relevant government agency before relying on them for bid/no-bid decisions.

3. Account Registration and Security

3.1 Eligibility

You must be at least 18 years of age and located in the United States to use the Services. By agreeing to these Terms, you represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo or sanctions.

3.2 Authentication

We use third-party authentication providers (e.g., Clerk) to manage access. You are responsible for maintaining the confidentiality of your login credentials and API keys. You are fully responsible for all activities that occur under your account.

3.3 API Key Security

API keys (typically prefixed with tiq_) are for your internal use only. You may not share, sell, or transfer API keys to any third party. If you suspect your API key has been compromised, you must immediately regenerate it via the developer dashboard.

4. Subscriptions, Fees, and Payment

4.1 Subscription Tiers

TideIQ offers various subscription tiers with specific quotas, rate limits, and features. Current pricing and tier descriptions are available on our Pricing Page. We reserve the right to modify our pricing and tier structures at any time.

4.2 Billing

We use Stripe as our third-party payment processor. By subscribing to a paid tier, you authorize us to charge your payment method for the applicable subscription fees on a recurring monthly or annual basis.

4.3 Refunds and Cancellation

• No Refunds: All fees are non-refundable. We do not provide refunds or credits for partial months of service, upgrades/downgrades, or unused API quotas.
• Cancellation: You may cancel your subscription at any time via your account dashboard or by contacting support. Cancellation will take effect at the end of your current billing cycle. You will retain access to the Services until the end of that cycle.
• Discretionary Credits: TideIQ reserves the right, at its sole discretion, to issue credits or refunds on a case-by-case basis. This does not create an obligation to issue the same in the future.

5. API Usage and Restrictions

5.1 Rate Limits and Quotas

You agree not to exceed the usage limits associated with your subscription tier. Exceeding your rate limit will result in an HTTP 429 (Too Many Requests) response. We reserve the right to throttle or temporarily restrict access to the API if your usage places excessive load on our infrastructure.

5.2 Service Level

Unless you have signed a separate Enterprise Master Services Agreement (MSA) with a Service Level Agreement (SLA), the Services are provided on a commercially reasonable efforts basis. We do not guarantee 100% uptime.

5.3 Prohibited Use

You agree not to misuse the Services. Prohibited actions include, but are not limited to:

1. Reselling: Selling, renting, or sub-licensing access to the TideIQ API or data to third parties without our express written permission.
2. Competitive Research: Using the Services to build a competitive product or service, or copying its features or user interface.
3. Reverse Engineering: Attempting to reverse engineer, decompile, or disassemble the TideIQ platform or API.
4. Scraping: Using automated bots, scrapers, or spiders to bulk-download data from our web dashboard.
5. Misrepresentation: Misrepresenting your identity, your organizational affiliation, or using false information to create an account.
6. Circumvention: Using multiple free-tier accounts or technical means to circumvent rate limits.
7. Infrastructure Interference: Interfering with, disrupting, or placing an undue burden on the Service's infrastructure or networks connected to the Service.
8. Illegal Acts: Using the Services for any unlawful purpose or in violation of US export control laws.

6. User Content; Prohibited Sensitive Information

6.1 User-Submitted Content

You retain ownership of any data you submit to the Services (e.g., search queries, watchlists, notes, uploaded documents). However, you grant TideIQ a worldwide, non-exclusive, royalty-free license to use, reproduce, and modify your data for the purposes of:

1. Providing and improving the Services;
2. Generating anonymized and aggregated analytics (e.g., “Trending NAICS codes”) which we may use for any business purpose, provided such data does not identify you or your organization.

6.2 Prohibited Sensitive Information

TideIQ is not authorized to receive, process, or store any of the following categories of information. You agree not to submit, upload, or transmit through the Services:

1. Controlled Unclassified Information (CUI): Any information designated as CUI under 32 CFR Part 2002, including but not limited to export-controlled technical data (ITAR/EAR), Federal Contract Information (FCI), or Controlled Technical Information (CTI).
2. Classified Information: Any information classified under Executive Order 13526 or any successor order, at any classification level (Confidential, Secret, or Top Secret).
3. Social Security Numbers (SSNs): Full or partial Social Security Numbers of any individual.
4. Payment Card Data: Credit or debit card numbers, CVVs, or other data governed by the Payment Card Industry Data Security Standard (PCI DSS). Stripe processes all payment data on our behalf; you must never enter card details into any TideIQ field or API endpoint.
5. Protected Health Information (PHI): Any individually identifiable health information as defined under HIPAA.
6. Biometric Data: Fingerprints, facial recognition data, retinal scans, or other biometric identifiers.

6.3 No CUI-Authorized Environment

You acknowledge that TideIQ does not operate a CUI-authorized environment as defined by NIST SP 800-171, CMMC, or FedRAMP. Our infrastructure has not been assessed or authorized to handle CUI. Submitting CUI to our platform may constitute a violation of your own contractual obligations under DFARS 252.204-7012 and related regulations.

For more information about our security practices and prohibited data types, please visit our Security page.

6.4 Reporting and Remediation

If you believe that prohibited sensitive information has been inadvertently submitted to TideIQ, you must immediately notify us at security@tideiq.io. Upon verified notification, TideIQ will use commercially reasonable efforts to permanently delete the affected data within forty-eight (48) hours.

7. Intellectual Property

7.1 TideIQ Ownership

TideIQ LLC retains all rights, title, and interest in and to the Services, including our code, documentation, API structure, dashboard design, logos, and trademarks.

7.2 Government Data

You acknowledge that underlying data sourced from US Federal Government systems (such as SAM.gov) is in the public domain. TideIQ claims no ownership over the raw government data itself, but claims ownership over the specific compilation, organization, and API delivery method of such data.

8. Termination

8.1 Termination by You

You may stop using the Services at any time by cancelling your subscription.

8.2 Termination by TideIQ

• For Cause: We may suspend or terminate your access immediately, without notice, if you breach these Terms. This specifically includes abusive or excessive use that degrades the performance of the Service for other users, non-payment, or violation of Section 5.3 or Section 6.2.
• Without Cause: We may terminate your access for convenience by providing thirty (30) days' written notice. In such an event, we will refund a prorated portion of any prepaid fees for the remainder of your billing term.

8.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease, and your API keys will be revoked. We may retain audit logs and usage data for up to 12 months post-termination for security and compliance purposes.

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE FULLEST EXTENT PERMITTED BY LAW, TIDEIQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

SPECIFIC DATA DISCLAIMER: TIDEIQ MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, TIMELINESS, COMPLETENESS, OR RELIABILITY OF THE DATA RETRIEVED FROM GOVERNMENT SOURCES. GOVERNMENT DATABASES MAY CONTAIN ERRORS OR DELAYS. TIDEIQ SHALL NOT BE LIABLE FOR ANY MISSED CONTRACT OPPORTUNITIES, BIDDING ERRORS, OR COMPLIANCE FAILURES RESULTING FROM YOUR RELIANCE ON THE SERVICES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TIDEIQ LLC, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST CONTRACT REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

TOTAL LIABILITY CAP: TIDEIQ'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF THESE TERMS SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO TIDEIQ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, and share your personal information. By using the Services, you consent to the data practices described in our Privacy Policy.

12. Indemnification

You agree to indemnify, defend, and hold harmless TideIQ LLC and its officers, directors, and employees from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.

13.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Austin, Texas.

13.3 Class Action Waiver

You and TideIQ agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

13.4 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court.

14. Force Majeure

TideIQ shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, government shutdowns, or outages/failures of third-party government APIs (including SAM.gov, GSA, or SBA systems).

15. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice within the Services at least thirty (30) days prior to the effective date of the changes. Your continued use of the Services after the effective date constitutes your acceptance of the modified Terms.

16. Contact Information

If you have any questions about these Terms, please contact us at: