Terms of Service

1. Definitions

In these Terms, the following terms have the meanings set out below:

“Agreement”

means these Terms of Service, together with our Privacy Policy and any order forms or subscription confirmations issued by Tendriv.

“AI Analysis”

means any output generated by Tendriv's artificial intelligence systems, including requirement extractions, compliance checklists, gap analyses, and bid preparation recommendations.

“Content”

means any documents, data, text, or materials you upload, submit, or create within the Platform, including solicitation documents and bid materials.

“Platform”

means the Tendriv web application, APIs, and related services made available by Tendriv Inc.

“Solicitation”

means a government or enterprise request for proposal, request for quotation, invitation to tender, or similar competitive procurement document issued by a procuring authority.

“Subscription”

means your paid or free plan granting access to the Platform under these Terms.

“Tendriv,” “we,” “us,” or “our”

means Tendriv Inc., incorporated in Alberta, Canada.

“User,” “you,” or “your”

means the individual or organization that has created a Tendriv account and accepted these Terms.

2. Acceptance and Eligibility

By registering for or accessing the Platform, you confirm that:

• You are at least 18 years of age or the age of majority in your province or territory;
• If registering on behalf of an organization, you have legal authority to bind that organization to these Terms;
• You will use the Platform only for lawful purposes and in accordance with these Terms; and
• The information you provide during registration is accurate and current.

Tendriv reserves the right to refuse access or terminate accounts that do not meet these eligibility requirements.

3. Description of Service

3.1 Platform Features

Tendriv provides a suite of AI-powered tools designed to help Canadian businesses identify, evaluate, and prepare responses to competitive government and enterprise solicitations. Core features include:

• Scout — Automated discovery of relevant solicitation opportunities from Canadian public procurement sources;
• Shredder — AI-assisted extraction and structuring of requirements, evaluation criteria, and compliance obligations from solicitation documents; and
• Respond — Tools to organize extracted requirements into compliance checklists and support the preparation of bid responses.

Feature availability varies by subscription tier. Tendriv may modify, add, or remove features with reasonable notice to users.

3.2 Canadian Data Residency

All customer data processed through the Platform is stored and handled exclusively within Canadian data centres. No customer Content is transferred outside Canada for processing, storage, or analysis. This commitment is documented in our Data Residency Attestation, available through our Trust Centre.

3.3 Beta and Early Access

Features designated as “beta” or “early access” are provided without warranty of any kind. Beta features may be modified, suspended, or discontinued at any time. Continued availability of beta features is not guaranteed.

4. Accounts and Access

4.1 Account Registration

You must register for an account to access the Platform. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date. Each account is associated with a single organization. Sharing account credentials between organizations is not permitted.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at legal@tendriv.ca if you suspect unauthorized access to your account. Tendriv will not be liable for losses arising from unauthorized access that results from your failure to safeguard your credentials.

4.3 Organization Accounts and Members

If you register on behalf of an organization, you may invite additional members of your organization to access the Platform under your account. You are responsible for ensuring that all members of your organization comply with these Terms. You may manage member access through your account settings.

5. Subscriptions and Billing

5.1 Subscription Plans

Tendriv offers tiered subscription plans, including a free entry-level tier and paid plans with expanded capabilities. Current plan details, including pricing and feature entitlements, are described on our pricing page and are subject to change with 30 days' notice.

5.2 Billing and Payment

Paid subscriptions are billed in Canadian dollars on a monthly recurring basis. Payment is processed by our third-party payment processor. By providing payment information, you authorize us to charge your designated payment method for the applicable subscription fees on each billing date. All fees are non-refundable except as required by applicable law or as expressly stated in these Terms.

5.3 Usage Limits

Each subscription tier includes defined usage entitlements. If you reach the usage limit for your current tier, access to capacity-limited features will be suspended until the start of your next billing period or until you upgrade your plan. Tendriv will provide in-platform notice when you approach your usage limit.

5.4 Upgrades and Downgrades

You may upgrade your subscription plan at any time, with the new plan taking effect immediately. Downgrades take effect at the start of your next billing period. Unused entitlements do not carry forward between billing periods.

5.5 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of your current billing period. You will retain access to the Platform until that date. Upon cancellation, your account will revert to the free tier, if available, or be deactivated. Tendriv may cancel your subscription immediately for material breach of these Terms.

5.6 Taxes

Subscription fees are exclusive of applicable taxes. You are responsible for any goods and services tax, harmonized sales tax, provincial sales tax, or other taxes applicable to your subscription in your jurisdiction. Tendriv will collect and remit taxes as required by applicable Canadian law.

6. Acceptable Use

6.1 Permitted Use

The Platform is provided for lawful commercial use by Canadian businesses and their authorized personnel for the purpose of identifying opportunities and preparing responses to competitive solicitations. You may use the Platform only in accordance with these Terms and all applicable laws.

6.2 Prohibited Conduct

You must not use the Platform to:

• Violate any applicable federal, provincial, or local law or regulation;
• Upload or transmit content that is unlawful, defamatory, fraudulent, or that infringes the intellectual property or privacy rights of any third party;
• Attempt to gain unauthorized access to any part of the Platform, its infrastructure, or any other user's account or data;
• Introduce malicious code, automated scripts, or any software designed to disrupt, damage, or interfere with the Platform or its underlying systems;
• Probe, scan, or test the vulnerability of the Platform or circumvent any security or access controls;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or AI models underlying the Platform;
• Scrape, harvest, or collect data from the Platform by automated means without Tendriv's prior written consent;
• Resell, sublicense, or make the Platform available to third parties outside your organization without written authorization from Tendriv;
• Use the Platform in any manner that could damage, overburden, or impair its operation; or
• Use AI Analysis outputs as the basis for bid submissions without independent verification against source solicitation documents.

6.3 Content Standards

You are solely responsible for all Content you upload to the Platform. You represent and warrant that: (a) you have the right to upload the Content; (b) the Content does not violate any third-party rights; and (c) the Content complies with all applicable laws. Tendriv is not responsible for reviewing Content for compliance with applicable laws.

7. Intellectual Property

7.1 Your Content

You retain full ownership of all Content you upload to the Platform and all bid materials, proposal drafts, and other work product you create using the Platform. These Terms do not transfer any ownership interest in your Content to Tendriv.

You grant Tendriv a limited, non-exclusive, royalty-free licence to access, process, and store your Content solely to the extent necessary to provide the Platform services to you. This licence terminates upon deletion of your Content or closure of your account.

7.2 Tendriv Platform and IP

All rights in and to the Platform — including the software, AI models, algorithms, prompt systems, extraction methodologies, user interface, design, trademarks, and all associated intellectual property — are owned exclusively by Tendriv or its licensors. Nothing in these Terms transfers any ownership interest in the Platform to you.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the term of your active Subscription, solely for the purposes described in Section 3.

7.3 Feedback

If you provide suggestions, feedback, or ideas regarding the Platform, you grant Tendriv a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without obligation or compensation to you.

7.4 AI Analysis Output

AI Analysis outputs generated from your Content are provided to you for your use in connection with your bid preparation activities. Tendriv does not claim ownership of AI Analysis outputs derived from your Content. You are responsible for all decisions made on the basis of AI Analysis outputs.

8. AI Analysis — Important Limitations

Specifically, you acknowledge that:

• AI Analysis may contain errors, omissions, or misinterpretations of solicitation requirements;
• AI Analysis does not replace the judgment of qualified professionals in evaluating solicitation requirements or bid strategy;
• Tendriv makes no representation or warranty that AI Analysis accurately reflects all mandatory or rated requirements in any solicitation;
• Procurement outcomes — including bid acceptance, disqualification, or evaluation scoring — are determined by the procuring authority, not by Tendriv; and
• You bear sole responsibility for the accuracy, completeness, and compliance of any bid or proposal you submit to a procuring authority.

9. Data and Privacy

The collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the data practices described in our Privacy Policy.

Tendriv processes all customer data exclusively within Canadian data centres. No customer Content is transferred outside Canada. Our data residency commitment is described in our Privacy Policy and in our Data Residency Attestation.

You are responsible for ensuring that any personal information contained in the Content you upload to the Platform (including personal information about third parties) is uploaded in compliance with applicable privacy laws, including PIPA (Alberta) and PIPEDA.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with the use of the Platform. You acknowledge that the Platform, its underlying architecture, AI systems, and related technical information constitute confidential and proprietary information of Tendriv.

You agree not to disclose, reproduce, or use Tendriv's confidential information for any purpose other than using the Platform as permitted under these Terms. This obligation survives termination of these Terms for a period of three years.

Tendriv agrees to maintain the confidentiality of your Content and will not disclose your Content to third parties except as required to provide the Platform services, as required by law, or as described in our Privacy Policy.

11. Warranties and Disclaimers

11.1 Tendriv Warranties

Tendriv warrants that: (a) it has the right to grant the licences in these Terms; (b) the Platform will perform materially in accordance with its published documentation under normal use; and (c) Tendriv will implement reasonable security measures to protect your Content.

11.2 Disclaimer

11.3 Service Availability

Tendriv targets a platform availability of 99.5% per calendar month, excluding scheduled maintenance. During the beta period, the Platform is provided on a best-efforts basis without a formal uptime commitment. Tendriv will provide reasonable advance notice of scheduled maintenance windows.

12. Limitation of Liability

Tendriv will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of business opportunity, or damages arising from bid outcomes, regardless of whether Tendriv has been advised of the possibility of such damages.

In particular, Tendriv is not liable for:

• The outcome of any bid or proposal you submit to a procuring authority;
• Any disqualification, rejection, or scoring decision made by a procuring authority;
• Errors or omissions in AI Analysis that affect your bid preparation; or
• Any loss arising from your reliance on AI Analysis without independent verification.

Some jurisdictions do not permit the exclusion of certain implied warranties or limitation of certain types of liability. To the extent such laws apply, some of the limitations above may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Tendriv and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Platform in violation of these Terms;
• Content you upload to the Platform that infringes any third-party right or violates any applicable law;
• Any bid or proposal submitted by you to a procuring authority; or
• Your breach of any representation or warranty in these Terms.

14. Term and Termination

14.1 Term

These Terms remain in effect for as long as you maintain an active account with Tendriv.

14.2 Termination by You

You may terminate these Terms at any time by closing your account and ceasing use of the Platform. Instructions for account closure are available in your account settings. Termination does not entitle you to a refund of any prepaid subscription fees except as required by applicable law.

14.3 Termination by Tendriv

Tendriv may suspend or terminate your access to the Platform immediately and without prior notice if:

• You materially breach these Terms and fail to remedy the breach within 10 business days of written notice;
• You engage in conduct that Tendriv reasonably believes poses a security risk to the Platform or other users;
• You fail to pay applicable subscription fees when due; or
• Tendriv is required to do so by applicable law or a government authority.

14.4 Effect of Termination

Upon termination, your licence to use the Platform ceases immediately. You may request an export of your Content within 30 days of termination, after which Tendriv will delete your Content in accordance with our data retention practices. Sections 7, 8, 10, 11, 12, 13, and 16 survive termination of these Terms.

15. Modifications to These Terms

Tendriv may update these Terms from time to time. When we make material changes, we will notify you by email and by posting a prominent notice in the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the effective date of updated Terms constitutes your acceptance of those changes.

If you do not agree with proposed changes, you may terminate your account before the changes take effect. Tendriv will not apply material changes retroactively to disputes that arose before the effective date of the change.

16. General Provisions

16.1 Governing Law

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

16.2 Dispute Resolution

The parties agree to attempt to resolve any dispute arising under these Terms through good-faith negotiation for a period of 30 days before initiating formal proceedings. If a dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in Calgary.

16.3 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order confirmations, constitute the entire agreement between you and Tendriv with respect to the Platform and supersede all prior agreements, representations, and understandings.

16.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

16.5 Waiver

Tendriv's failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Tendriv.

16.6 Assignment

You may not assign or transfer your rights under these Terms without Tendriv's prior written consent. Tendriv may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided Tendriv gives you 30 days' prior written notice and the acquiring party assumes all obligations under these Terms.

16.7 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, or widespread internet or infrastructure outages. The affected party will promptly notify the other and use reasonable efforts to resume performance.

16.8 Language

These Terms are drafted in English. If these Terms are translated into French or any other language, the English version will prevail in the event of any inconsistency.

17. Contact

For questions about these Terms or to report a suspected violation, contact us at: