Terms Of Service — Defense Catalyst Inc.
Effective date: September 21, 2025
These Terms of Service (the “Terms”) govern your access to and use of the websites and SaaS products provided by Defense Catalyst Inc. (“Defense Catalyst,” “we,” “us,” or “our”). By using the Services, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you are authorized to bind that organization, and “you” means that organization.
1. The Services
Defense Catalyst provides software and related services for opportunity discovery, proposal workflows, and compliance tooling for defense-sector business development (the “Services”). We may update or modify features from time to time. Certain features may be designated as Beta; Beta features are provided AS IS and may be modified or discontinued at any time.
2. Accounts & Eligibility
You must be at least 18 years old and legally capable of entering into contracts.
You are responsible for your account credentials and all activity under your account.
You will provide accurate registration information and keep it current.
3. Customer Content
“Customer Content” means data, documents, files, and information you submit to or through the Services. You retain ownership of your Customer Content.
License to Defense Catalyst. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Content as reasonably necessary to provide and improve the Services, and to prevent or address service or security issues. Unless expressly agreed in writing, we do not use your Customer Content to train our foundation models.
Your Responsibilities. You are solely responsible for Customer Content, including ensuring you have all rights required to submit it and that it complies with these Terms.
4. Prohibited & Controlled Data
Do not submit any of the following to the Services unless a separate, signed agreement with Defense Catalyst expressly authorizes it and specifies applicable safeguards:
Classified information;
Controlled Unclassified Information (CUI);
Information or technical data controlled under the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR);
Protected Health Information (PHI) under HIPAA;
Personal data requiring sectoral certifications we have not agreed to (e.g., PCI DSS), or any other data imposing regulatory handling obligations not expressly accepted by Defense Catalyst in writing.
Without such written authorization, you agree not to upload, process, transmit, or store the foregoing categories in the Services.
5. Accidental Receipt of Confidential or Controlled Information
If confidential, CUI, ITAR-controlled, or EAR-controlled information is inadvertently submitted to the Services without written authorization, then:
You will promptly notify us at privacy@defensecatalyst.com and identify affected records;
We may suspend related processing and segregate the data for containment;
At your instruction and subject to law, we will return or delete the data from active systems and request the same of relevant subprocessors;
Our temporary possession does not grant us any license to use or disclose such data beyond remediation;
Both parties will reasonably cooperate to meet any export-control or government reporting obligations (including DFARS 252.204-7012 where applicable);
We may retain minimal records as required by law, incident response, audit, or defense of claims.
6. Export Control & Sanctions Compliance
You represent and warrant that you and your Authorized Users are not prohibited parties and will comply with all applicable export control and sanctions laws, including the ITAR (22 CFR Parts 120–130) and EAR (15 CFR Parts 730–774). You will not use the Services to export, re-export, transfer, or disclose items, software, or technical data contrary to U.S. law, and you will implement appropriate end-user screening when required.
7. Government Customers; Flow-Downs
If you are a U.S. Government customer or contracting through a prime or subcontract, additional terms may apply but only to the extent Defense Catalyst expressly agrees in a separate, signed agreement (e.g., a Government Addendum). Where such agreement incorporates DFARS 252.204-7012 or similar clauses, the specified safeguarding and reporting obligations will govern in lieu of any conflicting provisions herein.
8. Security
We implement administrative, technical, and physical measures designed to protect the Services and Customer Content. Where a separate agreement authorizes our handling of CUI, our controls will align to NIST SP 800-171 and/or the applicable CMMC level as specified in that agreement.
9. Subprocessors & Third-Party Services
We use trusted subprocessors to provide the Services (e.g., cloud hosting, analytics, email). Use of third-party services integrated by you is subject to those third parties’ terms, and we are not responsible for their actions or omissions.
10. Acceptable Use
Do not attempt to gain unauthorized access to the Services or related systems;
Do not interfere with or disrupt the Services or other users;
Do not reverse engineer, decompile, or create derivative works from the Services except to the extent permitted by law;
Do not use the Services to violate laws, including export control and sanctions laws;
Do not submit Prohibited & Controlled Data unless separately authorized in writing.
11. Service Levels & Support
Unless otherwise specified in an order or service-level agreement, the Services are provided on a commercially reasonable efforts basis. We provide standard support via our help channels and documentation.
12. Fees & Taxes
If your use is subject to fees, you agree to pay all applicable fees and taxes per the ordering document. Except as required by law, payments are non-refundable. We may suspend access for unpaid amounts after reasonable notice.
13. Confidentiality
Each party agrees to use the other party’s Confidential Information only as necessary to perform under these Terms and to protect it using reasonable measures. Confidential Information excludes information that is public, already known, independently developed without use of the discloser’s information, or rightfully obtained from a third party without confidentiality obligations. For avoidance of doubt, Section 5 (Accidental Receipt) controls where confidential or controlled information is inadvertently submitted.
14. Intellectual Property; Feedback
We and our licensors retain all right, title, and interest in and to the Services and related IP. You grant Defense Catalyst a perpetual, irrevocable, royalty-free license to use suggestions or feedback you provide to improve the Services without restriction.
15. Warranties & Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY STATED, DEFENSE CATALYST MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR REQUIREMENTS.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO DEFENSE CATALYST FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
17. Indemnification
You will defend, indemnify, and hold harmless Defense Catalyst from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your Customer Content; (b) your use of the Services in violation of these Terms or law; or (c) your violation of export control or sanctions obligations. We will promptly notify you of any claim and reasonably cooperate at your expense.
18. Suspension & Termination
We may suspend or limit access to the Services if we believe there is a security risk, legal risk, or violation of these Terms. Either party may terminate for material breach if not cured within 30 days after written notice. Upon termination, your license ends and you must cease use of the Services. We will delete or return Customer Content per our data retention practices and any applicable agreement.
19. Governing Law; Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
20. Changes to the Terms
We may update these Terms from time to time. Material changes will be communicated via the Services or by email. Your continued use after changes become effective constitutes acceptance of the updated Terms.
21. Miscellaneous
Entire Agreement: These Terms and any ordering documents are the entire agreement regarding the Services.
Assignment: You may not assign these Terms without our prior written consent; we may assign in connection with a merger, acquisition, or sale of assets.
Severability: If any provision is unenforceable, the remainder remains in effect.
Force Majeure: Neither party is liable for delays or failures due to events beyond reasonable control.
Notices: Send legal notices to legal@defensecatalyst.com; privacy matters to privacy@defensecatalyst.com.