Terms of Service

Version 1.0 · Effective at product launch. Foothold is in pre-launch — commercial activity has not commenced.

---

Effective Date: Phase-0 (pre-launch); commercial activity has not commenced.

These Terms of Service ("Terms") form a binding agreement between Ellis Intelligence LLC, a Colorado limited liability company doing business as Foothold ("Foothold", "we", "us"), and the customer subscribing to or using the Service ("Customer", "you").

The Service is for use by businesses — including small businesses and veteran-owned small businesses pursuing or maintaining federal-contracting eligibility. The Service is not for use by consumers.

---

1. The Service

1.1 Foothold is a software-as-a-service application that helps small businesses stay eligible for federal contracting. The Service watches a Customer's registration status at SAM.gov (the U.S. Government's System for Award Management, "SAM.gov"), monitors representations-&-certifications under the Federal Acquisition Regulation ("FAR") and the Defense Federal Acquisition Regulation Supplement ("DFARS") for changes that require re-signing, surfaces informational opportunity matches, and sends renewal/reps-certs reminders at T-60/30/7 by email and in-app.

1.2 Tier-specific features and limits (including any request-volume or usage bands) are described at get-foothold.com/pricing. Tier names, and the figures behind them, live on that page and are never restated in these Terms. Tiers: Veteran (free forever, for verified veteran-owned businesses), Guided Registration ($397 one-time; $597 stretch adds a live 45-minute specialist session, split-billed 2x$298.50), Eligibility Watch renewal ($199/yr flat per UEI, after the bundled first 12 months). Figures live at get-foothold.com/pricing and are never restated here.

1.3 Business Use Only. The Service is intended for use by businesses for business purposes.

1.4 Foothold Is Software, Not a Registration Service. Foothold is a software vendor providing monitoring, reminders, and guidance tooling. SAM.gov registration is free, and Foothold does not register or renew any entity at SAM.gov on your behalf for a fee. Foothold does not: - Perform SAM.gov registration or renewal as a paid service on your behalf - Charge any fee for SAM.gov access (which is and remains free) - Submit, sign, or transmit your representations-&-certifications to the U.S. Government on your behalf - Act as your agent before any federal agency or system - Review, certify, approve, or opine on the content, accuracy, or completeness of your representations-&-certifications, SAM.gov registration data, or any other filing

Foothold tracks when a FAR/DFARS clause changed and requires re-signing, not whether your representations-&-certifications are substantively accurate or complete — that determination is yours to make in re-signing through the official system. You complete your own registration, renewal, and reps-&-certs re-signing through the official SAM.gov system. The optional Guided Registration add-on provides hands-on help through the self-serve wizard; it is not registration-for-a-fee. See the standalone Disclaimers at get-foothold.com/disclaimers for the full framing.

1.5 Status and Reminders Are Computed From Your Own SAM.gov Data. The registration status, reps-&-certs change alerts, and opportunity matches the Service generates are computed from your own SAM.gov registration data and the profile information you provide. You are solely responsible for keeping your SAM.gov registration and contact details current. A stale registration or contact detail may cause a missed reminder or an inaccurate status display; when the SAM.gov Entity API is unavailable, the Service displays your last-known status with a stale indicator and timestamp rather than a fabricated "current" status.

1.6 No Affiliation, Endorsement, or Government Action. Foothold is not affiliated with, endorsed by, sponsored by, or officially recognized or supported by SAM.gov, the U.S. General Services Administration ("GSA"), the U.S. Small Business Administration ("SBA"), or any other U.S. federal or state government agency, or the U.S. Government in any way. Foothold does not predict, forecast, or represent how SAM.gov, GSA, SBA, a contracting officer, or any other government agency will assess, review, or act on any Customer's registration, eligibility, or opportunity matches, and Foothold does not act, and is not authorized to act, on behalf of SAM.gov, GSA, SBA, or any other government agency or the U.S. Government in any capacity. Using Foothold does not create any government-recognized status. Foothold's marketing pages and app UI render as plain text/typography only — no seal, badge, ribbon, watermark, or certificate-style graphic, or other supportive-looking insignia — so no surface visually or verbally suggests such affiliation, endorsement, sponsorship, official recognition, predictive authority, or action on any government agency's behalf. We are an independent third-party monitoring service.

2. Account

2.1 Account creation requires an authorized representative of the Customer entity.

2.2 Each seat is for a single named individual. Seat-sharing is prohibited. Team members are managed through the Settings → Team flow under flat single-tenant membership.

3. Subscriptions, Pricing, Billing

3.1 Eligibility Watch renewal is an annual subscription, billed via Stripe; Guided Registration is a one-time fee.

3.2 Pricing at get-foothold.com/pricing. 30-day notice for material changes.

3.3 Billing via Stripe.

3.4 Veteran (Free) Tier. The Veteran tier is available without a subscription. It is free for verified veteran-owned businesses and provides the full Eligibility Watch. Access requires passed veteran-verification; selecting the Veteran tier without verification is blocked.

3.4.1 How Veteran-Verification Works, and Your Consent to It. Veteran-owned status is self-attested by you in the Service (the veteran-owned attestation on your profile), then verified programmatically against your entity's own registration data at SAM.gov, read through the SAM.gov Entity Management API operated by the U.S. General Services Administration. SDVOSB status is treated as confirmed only while that same SAM.gov record reflects an active SBA VetCert certification (SBA's Veteran Small Business Certification program), confirmed within the last 12 months; we do not query VetCert as a separate system and we do not collect, view, or store service documents (for example, DD-214s or VA letters) for this purpose. By completing the veteran-owned attestation you acknowledge that we will use the SAM.gov Entity Management API to verify the status you attest to, and you consent to our conducting that verification. You further acknowledge and agree that we may recheck or re-verify your veteran-owned or SDVOSB status at any later time, at our discretion, from that same public SAM.gov data. If your entity is not yet registered at SAM.gov, verification waits until it is; that is never treated as a denial. Privacy handling for this check is described in the Privacy Policy at get-foothold.com/privacy. If we later adopt a different verification method, we will describe it before that method goes live.

3.5 Refunds. Monthly fees are non-refundable for the current period except pro rata on our material breach or on discontinuation under §10.

3.6 No Service-Level Credits or Refunds. The Service carries no uptime or response-time commitment. No service credit, fee credit, refund, or other remedy arises from any delay, outage, missed response target, or unmet support expectation. The §12.1 limited-warranty remedy and the §10.2 pro-rata refund on our own discontinuation remain the only remedies.

4. Customer Data; Flat Multi-Tenancy

4.1 Ownership. As between us, you own all Customer Data you submit ("Customer Data"), including your organization name, Unique Entity ID ("UEI") and Commercial and Government Entity ("CAGE") code, North American Industry Classification System ("NAICS") codes, match keywords, notification preferences, and the records the Service generates for you.

4.2 License to Us. You grant us a limited license to host, store, transmit, display, and process Customer Data solely to provide the Service (including polling SAM.gov for your registration status and generating reminders and matches).

4.3 No Training / No Selling. We do not sell or share Customer Data, and we do not use it to train any model or to improve a Service used by other customers. See our Privacy Policy.

4.4 Flat Per-Tenant Isolation. Each business is one tenant. Single-level isolation is enforced: every tenant-scoped read and write routes through tenant-scoping helpers that raise if the scope is missing, so no tenant can access another tenant's data. There is no nested tenancy and no white-label resale in v1.

5. Acceptable Use

5.1 No reverse engineering, no scraping, no building a competing product from the Service, no resale.

5.2 SAM.gov Interaction Is Yours. Any registration, renewal, or reps-&-certs submission you make to SAM.gov is made by you, through the official system, not by us. We do not transmit anything to the U.S. Government on your behalf.

5.3 No Misrepresentation of Government Affiliation. You will not represent to any party that Foothold is affiliated with, endorsed by, sponsored by, or acting on behalf of SAM.gov, GSA, the SBA, or the U.S. Government, that Foothold's outputs are an official communication, determination, or prediction by any of them, or that Foothold registered or renewed your entity for you.

6. Service Outputs, Eligibility, and Award Disclaimers

6.1 Monitoring, Not Registration. Service outputs are monitoring and reminders. We watch and alert; you act. We do not guarantee that any reminder will reach you if your contact details are stale or your provider blocks our email — keep your settings current and the in-app channel enabled.

6.2 SAM Status Honesty. When the SAM.gov Entity API is unavailable, the Service displays your last-known status with a stale indicator and timestamp. We do not display a fabricated "current" status over stale data.

6.3 Opportunity Matches Are Informational. Opportunity matches are informational and are not a prediction or guarantee of award. They are a right-sized heads-up of NAICS/keyword matches, never advice on whether to bid and never a representation that any award will follow.

6.4 No Government Representation. You will not represent to any party that Foothold is affiliated with, endorsed by, sponsored by, or acting on behalf of SAM.gov, GSA, the SBA, or the U.S. Government, that Foothold's outputs are an official communication, determination, or prediction by any of them, or that Foothold registered or renewed your entity for you.

6.5 No Autonomous Filing. Foothold does not register, renew, re-sign, submit, or file anything with SAM.gov, GSA, the SBA, or any other U.S. Government system on your behalf; every filing action is yours, taken through the official government system. Because a human always takes the actual filing action and Foothold never touches a government submission channel, this sits in the standard disclaimer-plus-no-auto-action tier, not the stricter tier reserved for brands whose own output reaches a regulator or external party directly.

7. Eligibility Outcomes Are Yours

7.1 Your federal-contracting eligibility depends on your own timely action (renewing SAM, re-signing reps-&-certs through the official system). The Service helps you not miss a deadline; it cannot and does not maintain your eligibility for you. An expired registration immediately affects your award eligibility — acting on our reminders is your responsibility.

8. Intellectual Property

8.1 Service IP. We own the Service, including the reminders/timer engine, the reps-&-certs change-diff logic, and the opportunity-match rules. No rights are granted except as expressly set forth.

8.2 Feedback. Standard perpetual-license grant on feedback.

8.3 Customer References. We may identify you as a customer (name, logo) on the customers page unless you opt out.

8.4 IP & Assignment Rider. An IP & Assignment Rider addressing ownership and assignment of intellectual property is incorporated by reference into these Terms and controls over this §8 and over §15.4 on the subjects within its scope.

8.5 Present assignment of Derivative IP. To the extent any Derivative IP would otherwise vest in Customer — by operation of law, under any work-made-for-hire or commissioned-work doctrine, because Customer's use, Inputs, or Feedback contributed to it, or on any other basis — Customer hereby irrevocably and presently assigns to Company all right, title, and interest in and to that Derivative IP, effective automatically upon its creation and without further action or consideration.

9. Privacy and Data Processing

9.1 Privacy Policy at get-foothold.com/privacy. We are the controller for marketing-site visitors and Customer account/billing contacts, and the processor for the compliance data you place under your tenant. Where the Data Processing Addendum and these Terms conflict as to the processing of Customer Data, the DPA controls; this Privacy Policy is a notice, not a contracting instrument.

10. Suspension and Termination

10.1 By You. Cancel anytime; effective at the end of the paid monthly period. 10.2 By Us. Material breach, violation of §5 (Acceptable Use), or non-payment. 30 days' notice with pro rata refund for any discontinuation we initiate, paid within 30 days after the effective date of termination. 10.3 Effect. Customer Data deleted within 30 days of termination unless retention is required by law or export is requested. 10.4 Survival. Sections 4 (data), 6 (outputs/disclaimers), 8 (IP), 11 (Confidentiality), 12 (Warranties), 13 (Liability), 14 (Indemnification), 15 (General) survive.

11. Confidentiality

Treat all Customer Data as confidential information; standard confidentiality commitments; 5-year survival; trade-secret indefinite.

12. Warranties and Disclaimers

12.1 Limited Warranty. The Service performs substantially per documentation. Exclusive remedy: repair or pro rata refund.

12.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN §12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, AND ANY WARRANTY ABOUT SAM.GOV DATA CURRENTNESS, REMINDER DELIVERY, OPPORTUNITY-MATCH RELEVANCE, OR ELIGIBILITY OR AWARD OUTCOME.

12.3 No Warranty Re Award or Eligibility Outcome. We do not warrant that you will win any contract, that any opportunity match will result in any award, or that use of the Service will maintain your eligibility — eligibility depends on your own timely action.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR ANY DAMAGES ARISING FROM A FAILED CONTRACT, DISQUALIFIED BID, REGULATORY ACTION, OR FCA PROCEEDING, EVEN IF ADVISED.

13.2 OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM. The Veteran (free) tier's liability is separately limited to USD $100, unaffected by this correction.

13.3 No Liability for Government-Side or Award Outcomes. We are not liable for: any finding, inquiry, investigation, determination, or enforcement action by any regulatory, administrative, or enforcement body of any kind — including without limitation the U.S. Government, GSA, the SBA, any contracting officer or agency, or any other federal, state, or other regulator — arising from your registration, eligibility, award, or use of the Service; any reliance you place on an informational opportunity match; or any allegation arising from your representation to any party about our role or our relationship to the U.S. Government or any other regulatory or enforcement body. This carve-out is stated as broadly as possible and applies uniformly regardless of the specific statute, regulation, or regulatory or enforcement body involved; a party asserting that this carve-out does not apply to a particular claim, statute, or regulatory or enforcement body bears the burden of establishing that, rather than us bearing the burden of having disclaimed each one individually.

14. Indemnification

14.1 Stated in the contract you execute. Both indemnities — ours for IP infringement and yours — are stated in full on the face of §7 of the Foothold Engagement & Tiers SOW ("7. Indemnification — the executed-instrument provision"). That §7 is the indemnification block carried on the face of the click-signed Order Form you accept, rendered above the agree control. Those provisions govern; this §14 is a cross-reference and does not restate them.

14.2 No separate indemnity. These Terms state no indemnification obligation separate from, additional to, or narrower than SOW §7, and nothing in these Terms enlarges or limits it. Where these Terms refer to the §14 indemnity (§10.4 survival), the reference is to SOW §7.

15. General Provisions

15.1 Governing Law. Colorado. The United Nations Convention on Contracts for the International Sale of Goods ("CISG") does not apply. 15.2 Disputes. Binding arbitration via JAMS in Boulder County, CO. Each party waives any right to a jury trial and to participation in any class, collective, or representative proceeding. Either party may seek injunctive relief in court for §5, §6, §8, or §11 breaches. 15.3 Notices, Force Majeure, Entire Agreement, Modifications (30-day), Severability, No Waiver, Independent Contractors. Standard. Written notice under these Terms (email to the billing contact or in-product notice) is deemed given when sent or first displayed; any notice period runs from that date, and failure to read a notice does not extend it. 15.4 Assignment; Change of Control. You may not assign, delegate, or transfer these Terms, in whole or in part, whether by operation of law, merger, or change of control, without our prior written consent; any attempted assignment in violation of this sentence is void. We may, without your consent and without notice except as any applicable data-protection law requires, assign or transfer these Terms and all of our rights and obligations under them, in whole or in part, (a) to a successor or acquirer in connection with a merger, acquisition, or sale of substantially all of our business or assets, or (b) to an affiliate, subsidiary, or newly formed entity in connection with a corporate conversion, reorganization, or contribution or drop-down of assets undertaken to effect a sale, reorganization, or transfer of the specific business line or product to which these Terms relate. Upon such an assignment, all of our rights under these Terms pass to the assignee, the assignee assumes our obligations arising after the assignment, and your continued use of the Service constitutes acknowledgment of the assignee as "Foothold" going forward. A change in our ownership, control, equity holders, or entity form is not a breach of, default under, or ground to terminate, suspend, renegotiate, or re-price these Terms, and does not trigger any right of termination, consent, first refusal, most-favored-nation, audit, or refund on your part. This §15.4 controls over any contrary term in a Customer purchase order or procurement addendum.

15.5 Regional and Supplemental Terms. No jurisdiction-specific supplemental term applies today. Where a supplemental jurisdiction-specific term applies, it controls over a conflicting general term of these Terms for that jurisdiction only.

---

Contact

Foothold — Ellis Intelligence LLC Email: [email protected] Address: 1500 N Grant St, Ste N, Denver, CO 80203, USA