Terms and Conditions of Service

Welcome to Market Intelligence, a registered trademark of ERC Holding Group LLC ("Market Intelligence," "we," "us," or "our"). These Terms and Conditions of Service ("Terms") govern your access to and use of our government contracting services, including but not limited to the Government Readiness & Enablement Package, Qualified Opportunity Subscription, and "Bid to Win" Proposal Development Service (collectively, the "Services").

By accessing or using any of our Services, you ("Client," "you," or "your") agree to be bound by these Terms, our Privacy Policy, and any additional terms or agreements provided to you. If you do not agree to these Terms, you may not use our Services.

Company Information:

• Company Name: Market Intelligence, a registered trademark of ERC Holding Group LLC

• Address: 5 Cowboys Way Ste. 300#37, Frisco, TX 75034

• Email: admin@erchg.com

1. Acceptance of Terms

1.1. Agreement: These Terms constitute a legally binding agreement between you and Market Intelligence. By clicking "I Agree," purchasing a Service, or otherwise accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1.2. Eligibility: You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into this agreement. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Description of Services

Market Intelligence provides specialized government contracting services designed to help small and medium businesses successfully compete for government contracts. Our Services are typically structured as follows:

2.1. Government Readiness & Enablement Package ("Service 1"): A one-time, foundational service to prepare your business for government contracting. Includes a comprehensive business assessment, registration on federal (e.g., SAM.gov) and relevant state/local platforms, development of capability statements, and creation of proposal infrastructure (e.g., templates, compliance checklists). * Prerequisite: This package is generally required before subscribing to other ongoing services.

2.2. Qualified Opportunity Subscription ("Service 2"): An ongoing subscription service where Market Intelligence identifies, filters, and delivers qualified government contracting opportunities relevant to your business. Includes continuous portal monitoring, pre-qualification analysis, and strategic consultations. * Prerequisite: Requires prior completion of the Government Readiness & Enablement Package.

2.3. "Bid to Win" Proposal Development Service ("Service 3"): An on-demand, per-proposal service where Market Intelligence's experts write, develop, and manage the submission of specific proposals for opportunities you choose to pursue. Includes comprehensive proposal writing, technical approach optimization, pricing strategy, and quality assurance. * Prerequisite: Requires prior completion of the Government Readiness & Enablement Package.

2.4. Scope of Work: The specific details, deliverables, and timelines for each Service will be outlined in a separate Statement of Work (SOW), service order, or product description provided at the time of purchase.

3. Client Responsibilities

3.1. Information Provision: You agree to provide Market Intelligence with all necessary, accurate, and complete information, documentation, and access (including login credentials for government portals like SAM.gov, where necessary) required for the performance of the Services. Any delays or failures due to incomplete or inaccurate information from you shall not be the responsibility of Market Intelligence.

3.2. Timely Cooperation: You agree to cooperate with Market Intelligence in a timely manner, including providing feedback, approvals, and decisions as requested.

3.3. Compliance: You are solely responsible for your business's overall legal and regulatory compliance, including but not limited to financial reporting, tax obligations, and specific certifications, beyond the scope of services provided by Market Intelligence.

3.4. Opportunity Review: For the Qualified Opportunity Subscription, you are responsible for reviewing the opportunities presented and making the ultimate "bid/no-bid" decision.

3.5. Proposal Review: For the "Bid to Win" Proposal Development Service, you are responsible for reviewing and approving all draft proposals prior to submission. Market Intelligence is not responsible for any errors or omissions in proposals after client approval.

4. Fees and Payment

4.1. Pricing: Fees for Services are detailed on our website, in individual service descriptions, or in a specific proposal provided to you.

4.2. Payment Terms: Initial Setup/One-Time Services (e.g., Service 1, Service 3): Payment is due in full upon execution of the agreement or purchase of the service. Subscription Services (e.g., Service 2): Monthly fees are due on the 1st of each month. * Late Payments: Market Intelligence reserves the right to suspend or terminate Services for late payments. A late fee may apply to overdue amounts.

4.3. Success-Based Commission: For Service 2 (Qualified Opportunity Subscription) and Service 3 ("Bid to Win" Proposal Development Service), a success-based commission applies. Commission is paid ONLY upon your actual winning of a government contract AND receipt of the first advance payment from the contracting entity. Commission Rates: Up to $100,000: 6.0% $100,001 - $1,000,000: 5.0% Over $1,000,000: 4.5% Reporting: You agree to promptly notify Market Intelligence of any contract awards and provide necessary documentation for commission calculation. Payment of Commission: Commissions are due and payable to Market Intelligence within [e.g., 7-15] days of your receipt of the first advance payment for the awarded contract.

4.4. Taxes: All fees are exclusive of applicable taxes, which you are responsible for paying.

5. Term, Termination, and Suspension

5.1. Term: One-Time Services: The term continues until the completion of the deliverables. Subscription Services: The initial term for subscription services (e.g., Service 2) is typically twelve (12) months, auto-renewing for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.

5.2. Termination for Convenience: You: You may terminate subscription Services with thirty (30) days' written notice. No refunds will be provided for any unused portion of a pre-paid subscription period. Market Intelligence:Market Intelligence may terminate this agreement or any Service with thirty (30) days' written notice.

5.3. Termination for Cause: Either party may terminate this agreement immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice thereof; or (b) becomes insolvent or declares bankruptcy.

5.4. Effect of Termination: Upon termination, your right to use the Services will immediately cease. You will remain liable for any outstanding fees due up to the termination date, including any applicable success commissions for contracts awarded prior to or during the notice period.

5.5. Survival: Sections concerning Fees, Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and General Provisions shall survive any termination of these Terms.

6. Intellectual Property

6.1. Market Intelligence IP: All intellectual property rights in and to the Services, our methodology, proprietary tools, templates, documentation, website content, and any derivative works thereof (excluding Client-provided content) are and will remain the exclusive property of Market Intelligence.

6.2. Client Content: You retain all intellectual property rights in and to your company's information, logos, trademarks, and any content you provide to us for use in the Services ("Client Content"). You grant Market Intelligence a limited, non-exclusive, royalty-free license to use, reproduce, modify, and display the Client Content solely for the purpose of providing the Services to you

7. Confidentiality

7.1. Definition: "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your business data, financial information, and opportunities shared with Market Intelligence are considered your Confidential Information. Market Intelligence's proprietary methodology, tools, and pricing are considered our Confidential Information.

7.2. Obligation: The Receiving Party will use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations under these Terms and will not disclose such Confidential Information to any third party, except as permitted herein, without the Disclosing Party's prior written consent.

7.3. Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

7.4. Compelled Disclosure: The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives the Disclosing Party prompt prior notice (if legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

8. Disclaimers and No Guarantees

8.1. NO GUARANTEE OF CONTRACT AWARD: MARKET INTELLIGENCE DOES NOT GUARANTEE THAT YOU WILL WIN ANY GOVERNMENT CONTRACTS OR RECEIVE ANY SPECIFIC AMOUNT OF REVENUE. Our Services are designed to increase your competitiveness and maximize your opportunities, but the ultimate decision rests with the government contracting entities.

8.2. NO GUARANTEE OF OPPORTUNITY VOLUME/RELEVANCE (Service 2): While we strive to provide highly relevant and qualified opportunities, Market Intelligence does not guarantee a specific number of opportunities beyond the minimum stated in the service description, nor does it guarantee the success rate or specific contract value of any opportunity presented. Market conditions and government procurement needs can vary.

8.3. AS IS: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.4. NO LEGAL OR FINANCIAL ADVICE: MARKET INTELLIGENCE PROVIDES CONSULTING AND PREPARATION SERVICES, NOT LEGAL, ACCOUNTING, OR FINANCIAL ADVICE. You should consult with your own legal counsel, accountants, and financial advisors for specific advice tailored to your business.

9. Limitation of Liability

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARKET INTELLIGENCE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES.

9.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARKET INTELLIGENCE'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO MARKET INTELLIGENCE FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY

10. Indemnification

You agree to indemnify, defend, and hold harmless Market Intelligence, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; (d) any dispute or issue between you and any third party; or (e) your gross negligence or willful misconduct.

11. Governing Law and Dispute Resolution

11.1. 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 principles.

11.2. Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration will be conducted in Frisco, Texas, unless otherwise agreed by the parties.

11.3. Waiver of Jury Trial and Class Action: You and Market Intelligence hereby waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Furthermore, you and Market Intelligence 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.

12. General Provisions

12.1. Entire Agreement: These Terms, together with any applicable SOWs or service orders, constitute the entire agreement between you and Market Intelligence regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

12.2. Amendments: Market Intelligence reserves the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our website and updating the "Effective Date." Your continued use of the Services after such modifications constitutes your acceptance of the updated Terms.

12.3. 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.

12.4. Waiver: No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Market Intelligence to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

12.5. Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, without our prior written consent. Market Intelligence may assign or transfer these Terms, in whole or in part, without restriction.

12.6. Force Majeure: Neither party shall be liable for any failure or delay in performance under these Terms for causes beyond 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.

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