Terms of Service

1. Acceptance of These Terms

By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Service.

If you are using the Service on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization. You must be at least the age of majority in your province or territory of residence to use the Service. The Service is intended for business and professional use.

2. The Service

Cothon is an AI-powered procurement intelligence platform. The Service includes, among other features, aggregation of public government tender and contract-award data, bid and requirement analysis, proposal drafting assistance, market and pricing analytics, and team collaboration tools.

We are continuously improving the Service and may add, change, or remove features from time to time. Features identified as beta, preview, or experimental are provided for evaluation and may be changed or withdrawn at any time.

3. Accounts and Security

You must provide accurate, complete registration information and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Accounts and seats are personal to individual users and may not be shared.

You must notify us promptly at management@mirconsulting.ca if you become aware of any unauthorized access to or use of your account. If your account is part of an organization workspace, the organization's administrators may manage access to, and data within, that workspace.

4. Subscriptions, Trials, and Fees

Certain features require a paid subscription. Fees, seat counts, and subscription periods are as set out in your order, subscription agreement, or the plan you select. Except as required by law or expressly stated otherwise, fees are non-refundable, and applicable taxes are your responsibility.

We may offer free trials or evaluation access. Trials are provided for a limited period; when a trial ends, access to paid features may be suspended or downgraded unless a paid subscription is put in place. We may suspend access to paid features for non-payment after reasonable notice.

5. License and Restrictions

Subject to these Terms, Cothon grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during your subscription. Except to the extent a restriction is prohibited by applicable law, you must not, and must not permit or assist anyone else to:

• Copy, modify, translate, or create derivative works of the Service or any part of it, including its software, design, user interface, prompts, workflows, or documentation;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, algorithms, or non-public data of the Service;
• Build, train, or improve a product or service that competes with the Service, or use the Service for competitive analysis or benchmarking on behalf of a competitor;
• Resell, sublicense, rent, lease, distribute, or otherwise make the Service available to any third party, including on a service-bureau or timesharing basis;
• Scrape, crawl, bulk-download, or systematically extract data or content from the Service other than through export features we provide;
• Circumvent or attempt to circumvent authentication, security measures, usage limits, seat restrictions, or access controls;
• Share credentials or provide access to anyone who is not an authorized user under your subscription;
• Remove, alter, or obscure any proprietary notices, or frame or mirror any part of the Service;
• Use the Service or its output to develop or train any machine-learning model or dataset outside the Service.

All rights not expressly granted to you are reserved by Cothon and its licensors. We may suspend or terminate access immediately if we reasonably believe you have violated this section.

6. Acceptable Use

You are responsible for your use of the Service and for anything submitted through your account. You must not use the Service to:

• Violate any applicable law or regulation, including procurement, competition, anti-corruption, privacy, and export-control laws;
• Infringe or misappropriate the intellectual property, privacy, or other rights of any person;
• Upload or transmit malware or any harmful, deceptive, or unlawful content;
• Interfere with or disrupt the Service or its infrastructure, including denial-of-service attacks, load testing, or security probing without our prior written consent;
• Attempt to access accounts, systems, or data you are not authorized to access;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• Harvest or collect personal information about other users;
• Engage in bid-rigging, collusive bidding, or any other anti-competitive conduct.

We may investigate suspected violations and may suspend or terminate accounts, remove content, and cooperate with authorities where we reasonably believe it necessary.

7. Your Content

You retain all ownership rights in the documents, data, and other materials you or your organization submit to the Service ("Customer Content"). You grant Cothon a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and create analyses of Customer Content solely as necessary to provide, secure, support, and improve the Service, and as otherwise permitted by our Privacy Policy or your instructions.

You represent that you have all rights necessary to submit Customer Content and that its use with the Service will not violate any law or third-party right. We may remove or disable access to content that we reasonably believe violates these Terms.

If you provide suggestions or feedback about the Service, we may use it without restriction or obligation to you.

8. AI Features and Output

The Service uses artificial intelligence, including third-party models, to generate analyses, extracted requirements, estimates, and draft content ("Output"). Output is generated automatically and may be inaccurate, incomplete, or outdated. You must independently review and verify all Output before relying on it, including before submitting any bid, proposal, or pricing based on it.

Output is provided for informational purposes only and does not constitute legal, financial, or other professional advice. As between you and Cothon, and subject to our and our licensors' rights in the Service, you may use Output generated from your Customer Content for your internal business purposes. Because of the nature of AI, similar or identical Output may be generated for other customers.

9. Government and Third-Party Data

The Service aggregates and enriches data from public sources, including government procurement portals and open-data publications. This data is provided "as is": it may lag its source, contain errors, or be incomplete, and estimates such as contract-value ranges are statistical in nature and informational only.

Cothon is not affiliated with, or endorsed by, any government or procurement authority. You are responsible for consulting the official tender documents at their original source before making bid decisions, and for complying with the terms of any solicitation you respond to.

10. Intellectual Property

The Service — including its software, models, prompts, databases, compilations, design, text, graphics, and trademarks — is owned by Cothon and its licensors and is protected by Canadian and international intellectual-property laws. Nothing in these Terms transfers any ownership right to you, and no rights are granted except the limited license expressly set out in these Terms.

You may not use the Cothon name, logo, or trademarks without our prior written consent.

11. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that reasonably should be understood to be confidential. Each party will use such information only to perform under these Terms and will protect it with at least reasonable care. This obligation does not apply to information that is or becomes public through no fault of the recipient, was lawfully known before disclosure, is independently developed, or must be disclosed by law (with notice to the other party where lawful).

12. Privacy

Our collection and use of personal information is described in our Privacy Policy, which forms part of these Terms. We handle personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable Canadian privacy laws.

13. Third-Party Services

The Service may interoperate with third-party services you choose to connect, such as Google, Microsoft, or Slack. Your use of those services is governed by their own terms and privacy policies, and we are not responsible for third-party services. Enabling an integration authorizes us to exchange data with that service as needed to provide the integration.

14. Availability and Changes to the Service

We work to keep the Service available and performant, but the Service may be interrupted for maintenance, updates, or events outside our control, and we do not guarantee uninterrupted availability. We may modify, suspend, or discontinue any part of the Service; if we discontinue a material paid feature, we will provide reasonable notice where practicable.

17. Indemnification

You will defend, indemnify, and hold harmless Cothon and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Content; (b) your use of the Service in violation of these Terms or applicable law; or (c) your violation of any third-party right.

18. Suspension and Termination

You may stop using the Service at any time and may request deletion of your account through the settings. We may suspend or terminate your access, in whole or in part, if you materially breach these Terms (including Sections 5 and 6), if required by law, to address a security risk, or for non-payment.

Upon termination, your license to use the Service ends and you must cease all use. Where practicable and permitted, we will provide a reasonable opportunity to export your Customer Content. Sections that by their nature should survive termination — including Sections 5 (restrictions), 7, 10, 11, 15, 16, 17, 21, and 22 — will survive.

19. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms; if you do not agree, you must stop using the Service.

20. Governing Law and Disputes

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Subject to any applicable law granting you rights to bring proceedings elsewhere, the courts of the Province of Quebec will have exclusive jurisdiction over disputes arising out of or related to these Terms or the Service.

Before commencing any proceeding, you agree to first contact us at management@mirconsulting.ca and give us a reasonable opportunity to resolve the dispute informally.

21. General

These Terms, together with the Privacy Policy and any order or subscription agreement, are the entire agreement between you and Cothon regarding the Service and supersede all prior agreements on the subject. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. Our failure to enforce a provision is not a waiver.

You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. You will comply with applicable export-control and sanctions laws in connection with the Service.

These Terms are available in English and in French. Vous confirmez avoir demandé que les présentes conditions soient disponibles en français et en anglais.

For questions about these Terms, contact us at: