Member Agreement.

1.Definitions

Authorized User means a named individual whom Member has provisioned to use an Offering, including individuals listed on the Order Form and individuals later added by Member’s administrator.

Briefing means a paid Institute newsletter or briefing product (including the publications currently marketed as Protests & Claims, Cyber & Privacy, Compliance & Enforcement, and Transforming Procurement, and any successor or additional briefing), together with the digital archive of that briefing to the extent the Order Form includes archive access.

Confidential Information means non-public information disclosed by or on behalf of a party in connection with this Agreement that (i) is marked or otherwise designated confidential at the time of disclosure, or (ii) a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The existence of the parties’ commercial relationship is not Confidential Information. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of §9.1 by the receiving party; (b) was rightfully in the receiving party’s possession without a confidentiality obligation before receipt from the disclosing party; (c) is rightfully received from a third party without a confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Credit means the unit used to measure a Member’s or Authorized User’s metered use of Ask Pub K or another metered Offering. Each query, research session, workflow, or other metered action consumes one or more Credits. The number of Credits consumed for an action depends on the type of action, the model used, and the size or complexity of the materials submitted, as displayed in the Service. Simple chat consumes fewer Credits; guided research, long-document analysis, and specialized workflows consume more. Credits have no cash value, do not roll over except as an Order Form expressly provides, and are not refundable.

Credit Pack means an optional additional allotment of Credits purchased on an Order Form or in the Service.

Member means the individual or organization identified on the Order Form as the purchaser of the Offering. Authorized Users, Event attendees, and Sponsor personnel are not a separate party to this Agreement. Member shall cause each Authorized User, attendee, and Sponsor personnel to comply with this Agreement other than Member’s payment obligations; the acts and omissions of those persons are deemed those of Member.

Member Content means prompts, pasted text, uploaded files, form responses, event materials Member submits, advertising copy Member submits, and other material Member or its Authorized Users submit to an Offering, excluding Service Materials and Member account-related information.

Member’s Client means any client of Member to whom Member provides services using an Offering.

Dispute means any dispute, claim, or controversy arising out of or relating to this Agreement or an Offering, other than an Excluded Matter under §15.7(f).

Dispute Notice means a written notice describing a Dispute and the relief sought.

Effective Date means the date Member accepts this Agreement by completing an Order Form, or the start date stated on that Order Form if different.

Event means an Institute conference, Annual Review, Benchmarking Day, town hall, webinar, roundtable, workshop, or other live, virtual, or hybrid program identified on an Order Form.

Initial Term means the first monthly or annual subscription period stated on the Order Form. For a one-time Event ticket or Sponsorship, the Initial Term is the period beginning on the Effective Date and ending when the Event concludes (or, for a Sponsorship, when the Institute has delivered the Sponsorship benefits for the identified Event or period).

Institute means The Public Contracts & Grants Institute of Washington D.C., Inc. PBC, a Delaware public benefit corporation. References to the Institute include, solely with respect to Ask Pub K and related hosted research workspaces, its affiliate Ask Pub K Inc., a Delaware corporation.

Offering means each product, service, membership, Event registration, Sponsorship, advertising placement, or other item identified on the Order Form. Offerings include, as purchased: (i) Briefings and related membership benefits; (ii) Ask Pub K; (iii) Event registrations; (iv) Sponsorships; (v) Institutional packages; (vi) Credit Packs; and (vii) any other paid item the Institute lists on an Order Form.

Order Form means the website checkout or order form at pub-k.org (or a successor URL), an invoice, an event-registration form, a sponsorship form, or another ordering document that identifies Member, the Offering, fees, and the applicable Term, and that references this Agreement.

Output means the text, citations, hyperlinks, quotations, snippets, bibliographic data, drafts, and other material Ask Pub K or another generative feature generates in response to a query, including any third-party material the Service retrieves, ranks, links to, or excerpts.

Renewal Term means each successive period equal to the Initial Term that begins automatically under §6.4. One-time Event tickets and one-time Sponsorships do not auto-renew unless the Order Form says otherwise.

Service means the Institute online platforms through which Offerings are delivered, including Ask Pub K, briefing delivery and archives, membership portals, Event platforms, and related websites and applications.

Service Materials means the Institute’s publications, Briefings, abstracts, taxonomies, prompts, models, software, interfaces, documentation, Event recordings and materials created by the Institute or its faculty for the Institute, compilation and selection of its corpus, trademarks, and other intellectual property owned by the Institute or its licensors. Service Materials do not include (i) Member Content; (ii) Output except for excerpts of Service Materials embedded in it; or (iii) third-party publications, websites, databases, or public authorities that the Service retrieves, ranks, links to, excerpts, or was trained in part on.

Sponsorship means a paid promotional, institutional, or Event-sponsorship package identified on an Order Form, including Annual Review sponsorship tiers, specialty Event sponsorships, exhibitor tables, and Institutional Sponsorships that cover team membership and Institute recognition.

Term means the Initial Term together with each Renewal Term, or the shorter period applicable to a one-time Event or Sponsorship.

2.The Offerings

2.1License

Subject to Member completing the Order Form and timely payment (and thereby accepting this Agreement), the Institute grants Member a non-exclusive, non-transferable, non-sublicensable, time-limited right for Member and its Authorized Users to access and use the Offerings identified on the Order Form during the Term, solely for Member’s internal professional research and related business purposes, and, for Event and Sponsorship Offerings, for attendance and the promotional uses expressly granted in §7. This license covers each Offering as then offered, including any plan, feature set, seat count, Briefing package, Event ticket class, Sponsorship tier, or Credit allotment stated on the Order Form.

2.2Catalog of Offerings

The Institute may offer some or all of the following. Only the Offerings listed on the Order Form are purchased.

• Briefings and membership. Paid Briefings, digital archives of subscribed Briefings, members-only webinars and town halls, Community Calendar and Job Board access, and member pricing on Events, as described on the Order Form and in §2.6.
• Ask Pub K. The AI-based retrieval-augmented research platform and workspace described in §2.7 and §4.
• Events. Registration for the Annual Review, Benchmarking Day, webinars, town halls, and other programs, as described in §2.8.
• Sponsorships. Event sponsorship tiers, exhibitor tables, specialty sponsorships, and Institutional Sponsorships, as described in §7.
• Related paid items. Credit Packs, additional seats, advertising placements, and other items stated on an Order Form.

The Institute may add, modify, or discontinue features, functionality, model routing, the mix of sources, Briefing frequency or titles, Event formats, and Sponsorship inventory at its sole discretion, provided that a paid Term already in effect retains the core purchased Offering (for example, the Briefing titles and seat count, the Ask Pub K plan and Credit allotment, or the Event ticket class) except as §2.5, §2.8, or an Order Form provides.

2.3Accounts and Authorized Users

Member is responsible for provisioning and de-provisioning Authorized Users, for the confidentiality of credentials, and for all activity under its account, including activity of Authorized Users. Named-user licenses may not be shared or used concurrently by more than one person. Member may reassign a seat when a person leaves or changes role. Event tickets are personal to the named attendee except as §2.8 permits transfers. The Institute may treat the administrative email on the Order Form as authorized to add seats, buy Credit Packs, manage payment, register attendees, and administer Sponsorship benefits.

2.4Support and availability

The Institute will use commercially reasonable efforts to keep online Offerings available continuously. It will provide chatbot support 24/7 and email support during U.S. Eastern time zone business hours. Online Offerings and email support are provided without a formal uptime service-level agreement and without service credits. Planned maintenance will be scheduled with reasonable notice when practicable. The Institute is not liable for any loss arising from unavailability, latency, rate limits, Credit exhaustion, model-host or cloud outages, or Event venue or platform interruptions, except as an Order Form service-level agreement expressly provides.

2.5Beta, preview, and model changes

The Institute may label features as beta or preview. Those features are provided as-is, may be withdrawn at any time, and are excluded from any warranty that otherwise applies to an Offering.

2.6Briefings and membership benefits

A paid Briefing subscription makes Member an Institute member for the Term and, unless the Order Form states otherwise, includes (i) delivery of each subscribed Briefing at the then-current cadence; (ii) digital archive access for subscribed Briefings during the Term; (iii) invitations to members-only town halls and webinars, subject to capacity and eligibility; (iv) access to the Community Calendar and Job Board; and (v) member pricing on Events then offered to members. Group and Institutional packages cover the seats and Briefing mix stated on the Order Form. Volume discounts displayed at checkout apply only to the seats purchased on that Order Form.

Briefings are professional publications, not legal advice. Member may use Briefing content in the ordinary course of its internal professional work and, if Member is a law firm or contractor, in work product prepared for Member’s Clients, with attribution where customary and without suggesting that the Institute endorses a position. Member will not (a) forward, post, or redistribute a Briefing; (b) scrape or systematically copy the archive; (c) use Briefing content to train or evaluate a competing model, dataset, or publication; or (d) reprint Briefing content in another commercial publication without the Institute’s prior written consent. Limited internal circulation of an individual article to colleagues who work with the Authorized User on the same matter is permitted; systematic distribution to non-subscribers is not.

Job Board listings and Community Calendar submissions must be accurate and lawful. The Institute may edit, decline, or remove a listing at any time. A Job Board or Calendar posting is not an endorsement.

2.7Ask Pub K

Ask Pub K is an AI-based platform that includes retrieval-augmented research and workflows. It is designed to draw on the Institute’s corpus of government-contracts publications and, where relevant, publicly available legal and procurement materials. Section 3 (no legal advice), §4 (Credits), §5 (acceptable use), §9 (Member Content and security), and §10 (privilege) apply to Ask Pub K in addition to the general terms of this Agreement. It is owned by Ask Pub K Inc. and offered to Members of the Institute for a fee.

2.8Events

An Event ticket grants the named attendee the right to attend the Event in the format stated on the Order Form (in-person, virtual, or hybrid), subject to venue rules, platform terms, capacity, and this Agreement. Complimentary Sponsorship tickets are Event tickets under this §2.8.

The Institute may change Event date, venue, platform, agenda, faculty, or format (including converting an in-person Event to virtual or hybrid) if reasonably necessary. If the Institute cancels an Event in its entirety and does not offer a reasonably comparable substitute, the Institute will refund the Event fee paid for that Event. The Institute is not responsible for travel, lodging, or other incidental costs. Speakers, topics, CLE credit, and specific agenda items are not guaranteed. Where CLE is offered, Member and each attendee are responsible for verifying credit with the relevant jurisdiction.

Member may transfer an unused Event ticket to another individual in the same organization before the Event by notice to the Institute, subject to eligibility rules (including in-house-only rules for Benchmarking Day and similar closed sessions). Resale of tickets is prohibited. Event cancellation by Member is governed by §6.5.

The Institute may photograph, record, and livestream public Event sessions and use those materials to operate, promote, and archive Institute programs. Closed-door Benchmarking or similar sessions will not be recorded by the Institute for distribution, and attendees may not record them. An attendee who does not wish to appear in promotional photography should notify the Institute in writing before the Event; the Institute will use commercially reasonable efforts to accommodate that request in staged promotional shots but cannot guarantee exclusion from crowd photography.

Attendees must comply with the Institute’s Event code of conduct as published or provided at registration. The Institute may refuse or revoke admission, without refund, for conduct that the Institute reasonably believes is unlawful, harassing, unsafe, or disruptive, or that violates eligibility rules.

Benchmarking Day and other in-house programs are limited to eligible in-house professionals employed by government contractors or, where the Order Form states, by government agencies. Outside counsel, consultants, and other service providers may attend only by Institute invitation as faculty, moderators, or specifically approved guests. Information shared in closed Benchmarking sessions is intended for the professional use of attendees and may not be attributed to a named participant in a publication or marketing piece without that participant’s consent.

2.9Institutional packages

If the Order Form is an Institutional Sponsorship or similar organization-wide package, the Institute will provide the seats, Briefing mix, Ask Pub K access, Event benefits, and Institute recognition stated on that Order Form. Recognition (name or logo on an Institute roster, website, or Event material) is not an endorsement of Member and does not make Member a partner or agent of the Institute. Unused seats do not convert to a cash refund.

3.Nature of offerings — no legal advice

BRIEFINGS, ASK PUB K, EVENT MATERIALS, BENCHMARKING REPORTS, AND OTHER OFFERINGS ARE INFORMATIONAL. THE INSTITUTE IS A PUBLISHER AND THE OPERATOR OF A PROFESSIONAL INSTITUTE. THE INSTITUTE IS NOT A LAW FIRM, IS NOT A LICENSED LAWYER, AND DOES NOT PRACTICE LAW IN ANY JURISDICTION. NO OFFERING PROVIDES LEGAL ADVICE, LEGAL OPINIONS, OR LEGAL REPRESENTATION. OUTPUT IS GENERATED BY SOFTWARE, NOT BY A LICENSED ATTORNEY ACTING AS SUCH. USE OF AN OFFERING DOES NOT CREATE ANY ATTORNEY-CLIENT, FIDUCIARY, OR OTHER PROFESSIONAL RELATIONSHIP WITH THE INSTITUTE, AS PROVIDED IN §10. IF AN AUTHORIZED USER IS NOT A LICENSED ATTORNEY, MEMBER WILL NOT RELY ON OUTPUT OR BRIEFING CONTENT IN CONNECTION WITH A LEGAL MATTER EXCEPT UNDER THE SUPERVISION OF A LICENSED ATTORNEY.

Output, Briefings, Event materials, and benchmarking reports may be incomplete, outdated, unnuanced, or incorrect. Citations may be partial or inaccurate. No Offering is a citator, a substitute for reading primary authorities, or a substitute for a qualified professional’s independent judgment. All such materials are provided “as is.” The Institute makes no warranty that any Output, Briefing, or Event material is accurate, complete, current, or fit for a particular matter. Member and its Authorized Users are solely responsible for independently verifying material before relying on it in legal advice, a filing before a court, board, or agency, a proposal, a claim, a disclosure, or any other proceeding.

Member and each Authorized User remain solely responsible for: (i) the analysis and conclusions they draw from an Offering; (ii) verifying every material statement, citation, and authority; (iii) applying material to the specific matter; (iv) exercising independent professional judgment; and (v) complying with applicable ethics, competence, confidentiality, supervisory, and advertising rules, including the Model Rules of Professional Conduct and state counterparts, and rules and opinions that address generative artificial intelligence (including ABA Formal Opinion 512). Member is responsible for disclosing an Offering’s limitations and risks to Member’s Clients as those rules require. Offerings assist research and professional education; they do not substitute for professional judgment. Member will not represent Output or a Briefing excerpt as the work of the Institute in any filing or to any client without independent verification of its accuracy.

The Institute has no duty to monitor, verify, audit, or supervise Member’s or any Authorized User’s use of an Offering or Output, or to detect errors, hallucinations, omitted authority, or ethics violations. The Institute’s review of logs under §9.3 is for security, abuse, billing, and quality, not for professional quality control. The Institute is not responsible for: (i) use, misuse, or disclosure of Output, Briefings, or Event materials by Member, an Authorized User, a Member’s Client, or any other third party; (ii) loss from reliance on an Offering; (iii) claims arising from use that violates law or ethics rules; or (iv) third-party acts, including a subprocessor incident, except to the extent §9.2 or an Order Form expressly provides.

4.Credits and usage (Ask Pub K)

This §4 applies when the Order Form includes Ask Pub K or another metered Offering. Each such Order Form includes a monthly Credit allotment for the account or per Authorized User, as stated on that Order Form. Allotments reset at the start of each monthly billing period, including during an annual Term. Unused Credits expire at reset, have no cash value, and are not refundable.

When the account’s available Credits reach zero, the Service may refuse new queries until the next reset or until Member purchases a Credit Pack. Credit Packs are optional add-ons priced on the Order Form or in the product.

Credits and Credit Packs are not pooled for more than one Member or Authorized User, do not transfer to another Member, are not refundable, and expire on the date stated at purchase (default: twelve months).

The Institute may enforce a per-query token or context ceiling and rate limits to protect the Service. Circumventing metering, sharing accounts to evade per-user allotments, scraping, bulk extraction of the Service Materials, or using an Offering to train or evaluate a competing model is a material breach of this Agreement.

5.Acceptable use

Member will not, and will not permit Authorized Users, attendees, or Sponsor personnel to:

• use an Offering in a way that violates law, professional-conduct rules, export controls, or sanctions;
• submit classified information, Controlled Unclassified Information requiring a CMMC or FedRAMP environment, ITAR-controlled technical data, or similar restricted government information;
• submit special-category or similarly sensitive personal data (including health, biometric, children’s, or government-issued identifier data) unless the Institute has agreed in writing to process that class of data;
• submit sealed, in camera, or protective-order material, or another party’s confidential settlement materials, unless Member has the right to submit them to a third-party processor;
• submit content Member does not have the right to submit, including a third party’s trade secrets or a client’s confidential information submitted in violation of an engagement letter or protective order;
• scrape, bulk-download, harvest, or systematically extract Service Materials or Output, or use an Offering, Output, or Service Materials to train, fine-tune, evaluate, or improve a competing model, dataset, or publication;
• attempt to discover model weights, bypass access controls, probe for vulnerabilities except under a coordinated disclosure arrangement, or disrupt an Offering;
• resell, white-label, or provide an Offering to third parties as a bureau or shared utility, except that a law firm or contractor may use Output and Briefing content in the ordinary course of serving its own clients, subject to §2.6 and §3;
• represent that the Institute endorses a position, or that Output, a Briefing, or Event material is the official view of any court, board, or agency;
• use an Offering to generate content for the purpose of misleading a court, agency, inspector general, or contracting officer;
• record a closed Benchmarking or similar session, or publish attributable remarks from such a session without the speaker’s consent; or
• use an Event attendee list except as §7.5 permits.

The Institute may suspend access immediately if it reasonably and in good faith believes this section has been violated or that continued access creates legal, security, or reputational risk. The Institute will limit any suspension in scope and duration to what is reasonably necessary to address the risk, will notify Member as promptly as notice will not increase the risk, and, where the nature of the risk reasonably permits, will give Member a reasonable opportunity to cure before or promptly after suspending. The Institute will restore access promptly once the basis for suspension is resolved.

6.Fees, taxes, renewal, and cancellation

6.1Fees

Member will pay the fees on the Order Form in U.S. dollars, in advance, without setoff. Seats added mid-term are billed at the then-current per-user rate, prorated to the next renewal. Credit Packs are billed when purchased. Event tickets and Sponsorships are billed as stated on the Order Form (Sponsorship payments for the Annual Review are due by the date stated on that Order Form).

6.2Invoices and cards

Card payments are processed by the Institute’s payment processor. If a charge fails, the Institute may retry for seven (7) days and may then suspend the applicable Offering. Invoice accounts approved by the Institute are due net thirty (30) days from the invoice date unless the Order Form states otherwise. Late amounts may accrue interest at 1.0% per month or the maximum allowed by law, whichever is less. Member will pay reasonable costs of collection.

6.3Taxes

Fees may include separate state sales taxes. The Institute will collect and remit taxes for each transaction. If Member claims an exemption from such sales, it will provide a valid certificate before the applicable invoice. If a taxing authority later assesses tax on a claimed exemption, Member will pay the assessment.

6.4Term and auto-renewal

The Agreement commences on the Effective Date and continues for the Initial Term of each Order Form. Recurring subscriptions (Briefings, Ask Pub K, membership seats, and other Offerings the Order Form designates as recurring) then renew automatically for successive Renewal Terms unless the Institute gives notice of non-renewal at least thirty (30) days before the end of the then-current Term, or Member cancels under §6.5. The Institute will charge the payment method on file at each renewal. The Institute will give at least thirty (30) days’ email notice before a price increase applies to a Renewal Term. One-time Event tickets and one-time Sponsorships do not auto-renew.

6.5Cancellation and refunds

Member may cancel a monthly subscription at any time. Such cancellation shall be effective at the end of the month when the Member effects the cancellation. Monthly fees are not prorated or refunded for unused days. Member may cancel an annual subscription at any time. Annual cancellation is effective at the end of the month when the Member effects the cancellation, or on a later date Member specifies in that notice. The Institute will refund prepaid annual fees allocated to the unused portion of the then-current Term after the effective date of cancellation, computed pro rata by month. No refund will be provided for Credit Packs already purchased or Events already attended or Sponsorship benefits already delivered during that Term. No refund is required except as this §6.5 provides, as required by law, or for the Institute’s material, uncured breach.

Event tickets: unless the Order Form states a more favorable policy, Member may cancel an Event registration for a refund, less a reasonable processing charge if stated on the Order Form, if written notice reaches the Institute at least thirty (30) days before the Event start date. Cancellations after that date are not refundable, but Member may transfer the ticket under §2.8. The Institute may, at its option, issue a credit toward a future Event of comparable value.

Sponsorships are non-refundable after the Institute accepts the Order Form, except if the Institute cancels the sponsored Event in its entirety and does not offer a reasonably comparable substitute, in which case the Institute will refund the unused portion of the Sponsorship fee. Reduction of attendance, a change of venue or platform, a change of agenda or faculty, or conversion to virtual or hybrid format is not a cancellation.

7.Sponsorships and advertising

7.1Scope

This §7 applies when the Order Form includes a Sponsorship or a paid advertising placement. The Institute will provide the benefits stated on the Order Form for the identified Event or period (for example, complimentary tickets, speaking slots if the tier includes them, exhibitor table, logo placement, program advertisement, attendee list if the tier includes it, and Institute recognition). Inventory is limited. Exclusive benefits exist only where the Order Form so states.

7.2Editorial and program control

The Institute retains exclusive control of Event agenda, faculty, topics, staging, and all editorial content. A guaranteed speaking slot, where included in a tier, is a slot on a panel the Institute assigns. The Institute will consider topic requests but does not guarantee a particular panel, title, or speaking time. The Institute may decline or edit Sponsor-supplied copy, logos, swag, or remarks that the Institute reasonably believes are inaccurate, misleading, unlawful, or inconsistent with the character of the Institute. Sponsorship is not an endorsement of Member and is not legal advice by the Institute or by Sponsor faculty appearing on an Institute program.

7.3Brand licenses

Member grants the Institute a non-exclusive license to use Member’s name, logo, and Sponsor-supplied marks solely to deliver the Sponsorship benefits. The Institute grants Member a non-exclusive license to use the Institute’s name and the applicable Event name solely to factually describe the Sponsorship during the Term (for example, “Gold Sponsor of the Institute’s Annual Review 2027”). Neither party will use the other’s marks in a way that suggests partnership, joint venture, or endorsement of a legal position beyond the fact of the Sponsorship. On request at the end of the Term, each party will cease new uses of the other’s marks, except that the Institute may retain historical references in Event archives.

7.4Deliverables and Sponsor obligations

Member will supply print-ready logos, advertising copy, swag (if included), and speaker names by the deadlines the Institute provides. Late materials may be omitted without fee adjustment. Swag must arrive at the location and during the window the Institute specifies and must comply with venue rules. Exhibitor tables are as described on the Order Form (typically a table and chair); construction, electrical, and union or venue charges beyond that description are Member’s responsibility if Member elects them.

7.5Attendee lists

If the Order Form includes an attendee list, the Institute will provide the list the Institute then makes available for that tier, typically names, organizations, and business email addresses of registrants who have not opted out. Member may use the list solely for a reasonable number of professional follow-up communications related to the Event, for ninety (90) days after the Event. Member will not sell, sublicense, or append the list to a marketing database for unrelated campaigns, and will honor opt-out requests promptly. The Institute does not warrant completeness of the list.

7.6Advertising placements

Paid advertisements in Briefings, on sites, or in Event materials are accepted subject to space, the Institute’s advertising standards, and this §7. The Institute may label advertising as such. Member represents that it has the rights to the advertising content it submits.

8.Intellectual property

8.1Service Materials

The Institute and its licensors own the Offerings and Service Materials. The Institute grants Member no rights except the limited licenses in §2.1 and §7.3. Member will not copy the corpus, scrape results, remove proprietary notices, or use the Service Materials to create a competing publication, Event, or model. Nothing in this Agreement assigns to the Institute any third-party materials included in a training or retrieval corpus, or grants Member a license to those materials beyond the use of Output and Briefings permitted in §2.6 and §8.3.

8.2Member Content

Member retains all rights in Member Content. Member grants the Institute a limited license to host, process, transmit, display, and, for Sponsor-supplied marks and advertising, reproduce Member Content solely to provide, secure, promote (as to Sponsorship marks only), and support the Offerings and to enforce this Agreement. Member Content will be treated as Confidential Information pursuant to Section 9.1(c) (“Confidentiality of Member Content”).

8.3Output

As between the parties, and to the extent Output is protectable, Member owns Output. Member’s use of Output remains subject to §3, to third-party rights in any retrieved material, and to this Agreement. Output may contain excerpts of the Service Materials; those excerpts remain the Service Materials and may be used only as part of ordinary professional work product, not as a substitute for a subscription or as training data for a competing system. Output may also include citations, hyperlinks, and short excerpts from third-party publications and public authorities. Those third-party materials remain the third party’s, and Member’s access to them is subject to that party’s terms. The Institute does not grant any license to a third party’s publication by citing, linking to, or excerpting it. The Institute has no obligation to defend or indemnify Member for claims about that third-party material.

8.4Feedback

Member may provide suggestions. The Institute may use them without restriction or obligation.

8.5Training

The Institute will not use Member Content to train, fine-tune, or evaluate large language models (“LLMs”). The Institute may use de-identified, aggregated usage statistics to operate and improve the Offerings. Event recordings of public sessions and Briefing content created by the Institute are Service Materials, not Member Content.

8.6Faculty and Event materials

Faculty retain rights in materials they create except as they assign or license those rights to the Institute. Attendees receive a limited license to use distributed Event materials for their own professional education and internal work. Redistribution, recording of closed sessions, or commercial republication requires the Institute’s prior written consent.

9.Confidentiality and security

9.1Confidentiality

(a) Obligation. Each party shall hold in confidence the other party’s Confidential Information and shall use it solely to perform this Agreement. Each party shall protect the other party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of like importance, and in no event less than reasonable care.

(b) Compelled disclosure. A party may disclose Confidential Information if required by law, regulation, or legal process. To the extent legally permitted, the receiving party shall give the disclosing party prior notice and a reasonable opportunity to seek a protective order or other remedy. The Institute’s additional obligations with respect to legal process seeking Member Content are set out in §10(d).

(c) Confidentiality of Member Content. The Institute shall treat Member Content as Member’s Confidential Information. The Institute shall not disclose Member Content to any third party except (i) to subprocessors that offer written confidentiality agreements and use restrictions, (ii) as required by law under §9.1(b), or (iii) for Sponsor marks and advertising copy, as needed to display the paid placement. The Institute shall not use Member Content except as reasonably necessary to provide the applicable Offering to Member.

9.2Security

The Institute will implement commercially reasonable administrative, technical, and physical safeguards appropriate to each Offering as then offered and to the class of information Member is permitted to submit. Plan names, feature gates, and additional security controls may change as described in the Order Form and §2.2. Unless an Order Form expressly states otherwise, the Institute does not warrant FedRAMP authorization, CMMC certification, SOC 2 attestation, or any other named cybersecurity framework. SOC 2 or similar reports, if and when available, will be provided under a non-disclosure agreement. The Institute will notify Member of any confirmed security incident affecting Member Content without undue delay after the Institute confirms the incident, and will provide the information reasonably available to the Institute to help Member meet its own notification obligations. In-person Events are subject to venue security, not to the same controls as Ask Pub K.

9.3Logging

The Institute may log queries and Output for security, abuse detection, billing, and product quality. Default retention of those operational logs is thirty (30) days. Logs may be kept longer if required to investigate a security incident or a breach of this Agreement. Workspace copies of Member Content and Output (accounts, chat history, and stored uploads) are retained for the Term and thereafter as §14 provides, or until Member deletes them in the Service, and are not limited to the thirty-day operational-log period. Logging and retention of Member Content that Member submits to Ask Pub K will otherwise be limited to what is reasonably necessary to provide that Offering to Member. Event registration data is retained as needed to operate the Event, for tax and recordkeeping, and as §9.5 describes.

9.4Prohibited data

Ask Pub K and other online Offerings are not designed for classified information or for regulated data that requires a dedicated authorized environment. Member is responsible for filtering such data before it reaches the Institute. Do not bring classified or similarly restricted material to an Event.

9.5Privacy

The Institute’s Privacy Policy, as published on the Institute’s website, describes how the Institute collects, uses, discloses, and protects personal information and is incorporated into this Agreement. If this Agreement and the Privacy Policy conflict as to personal-information practices, the Privacy Policy controls. If they conflict as to confidentiality of Member Content, the no-training covenant, privilege, or security commitments in this Agreement, this Agreement controls. Member is the controller of personal data inside Member Content, and the Institute acts as Member’s processor with respect to that data. The Institute processes account, billing, registration, and usage data as an independent controller to provide and administer the Offerings. The Institute collects: (i) account and administrator information (name, business email, organization, plan and seats); (ii) payment data handled by the Institute’s payment processor; (iii) Event registration details and, where provided, dietary or accessibility requests; (iv) Member Content and Output, processed only to provide, secure, and support the Offerings and to enforce this Agreement; and (v) technical and log data as described in §9.3. The Institute does not sell personal information for monetary consideration and does not use Member Content to train, fine-tune, or evaluate models. The Institute may use cookies and similar technologies that are necessary to operate the Service and, on public marketing pages, analytics or advertising pixels; where required, the Institute will honor a legally recognized opt-out for those marketing uses. The Institute retains personal data only as long as reasonably necessary for the purposes in this Agreement, including the log schedule in §9.3, tax and recordkeeping, and dispute resolution. The Offerings are directed to professionals in the United States and are not directed to children. Requests to access, correct, or delete account personal data may be sent to admin@pubkgroup.com; requests about personal data inside Member Content will be directed to Member. If a data processing addendum is required by law, the Institute will provide one on request.

10.Attorney Relationship Issues

This §10 applies principally to Member Content submitted to Ask Pub K or another hosted research workspace.

(a) No attorney-client relationship; no legal advice. The Institute is a publisher, an institute operator, and a technology provider. The Institute is not Member’s (or any Authorized User’s or Member’s Client’s) lawyer, law firm, or agent, and does not practice law or render legal advice. Neither this Agreement, nor Member’s provision of any prompt, upload, or other Member Content (including material Member considers privileged or confidential), nor the Institute’s hosting, processing, or return of Output, creates or is intended to create any attorney-client relationship between the Institute and Member, any Authorized User, or any Member’s Client.

(b) Confidentiality and LLM provider retention.

The Institute (including Ask Pub K) has taken meaningful measures to maintain confidentiality and preserve attorney-client privilege and work product protections. The Institute only discloses Member Content to third party subprocessors that offer written confidentiality agreements and use restrictions. Member Content is routed to one or more LLM providers that the Member or the Service selects. Member Content is processed by that LLM provider with zero data retention; the LLM provider does not retain prompts or Output after generating a response and does not use Member Content to train its models. The Institute will not use Member Content to train, fine-tune, or evaluate LLMs (§8.5). Hosting, application, logging, and database subprocessors that store accounts, chat history, and operational logs are not zero-retention systems. They persist Member Content as reasonably necessary to provide, secure, bill, and support the Service, including as described in §9.3.

(c) No warranty of non-waiver. Member acknowledges that only courts can determine whether privilege or work-product protection is preserved or waived. The Institute does not warrant that any privilege or protection will be preserved. Member assumes all responsibility for conducting any necessary due diligence to maintain its own privileges. For matter-specific questions, Members will follow their organization’s policies and consult qualified counsel before entering privileged or sensitive information.

(d) Non-adversary; compelled disclosure; Rule 502(d). With respect to Member Content submitted to Ask Pub K, the Institute acts solely as Member’s confidential service provider and is not an adversary of Member or any Member’s Client. If the Institute receives a subpoena, demand, or other legal process seeking that Member Content, the Institute will, to the extent legally permitted, promptly notify Member, will not voluntarily produce the Member Content, will assert applicable privileges and protections at Member’s request and expense, and will give Member a reasonable opportunity to intervene or seek a protective order. As between the parties, Member alone controls the assertion or waiver of any privilege or protection in that Member Content. On Member’s request, the parties will cooperate to seek entry of a non-waiver order under Federal Rule of Evidence 502(d) (or a state counterpart) in a proceeding in which that Member Content is at issue. The Institute will return or destroy that Member Content on Member’s request, subject to §9.3 and §14.

11.Warranties and disclaimers

The Institute warrants that it will provide the Offerings in a professional and workmanlike manner consistent with a specialist government-contracts publisher and professional institute. Member warrants that it has the right to submit Member Content and that its use of each Offering will comply with law and this Agreement.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE OFFERINGS, SERVICE MATERIALS, EVENT EXPERIENCES, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE INSTITUTE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, COMPLETENESS, OR RELIABILITY OF OUTPUT, CITATIONS, BRIEFINGS, OR EVENT MATERIALS. THE INSTITUTE DOES NOT WARRANT THAT ANY OFFERING WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT IT WILL MEET MEMBER’S LEGAL, BID, CLAIM, CLE, NETWORKING, OR COMPLIANCE OBJECTIVES.

12.No Indemnity by the Institute

The Institute does not indemnify, defend, or hold Member harmless against any third-party claim, including any claim that an Offering, the Service Materials, or Output infringes or misappropriates any third party’s rights. If a third-party claim is made, or the Institute reasonably believes one is likely, that an Offering infringes a U.S. intellectual-property right, the Institute may, at its option and expense, (i) modify the Offering to be non-infringing, (ii) obtain a license permitting continued use, or (iii) terminate the affected portion of the Offering and refund the prepaid, unused fees for that portion. The foregoing is Member’s sole and exclusive remedy, and the Institute’s entire liability, for any claim that an Offering infringes; it does not create any duty to defend, to pay damages or costs, or to indemnify.

13.Limitation of liability

EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR MEMBER’S PAYMENT OBLIGATIONS, MEMBER’S BREACH OF §3, §5, OR §9.4, OR A PARTY’S WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, ACROSS ALL CLAIMS AND ALL ORDER FORMS, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY MEMBER TO THE INSTITUTE FOR THE AFFECTED OFFERING IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS (US $100), WHICHEVER IS GREATER.

THESE LIMITATIONS ALLOCATE RISK AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN. THEY APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

14.Term and termination

This Agreement starts on the Effective Date of the first Order Form and continues until all Order Forms have expired or been terminated. Member may cancel a recurring Offering for convenience only under §6.5. Cancellation under §6.5 is not a termination for breach; access continues until the effective date stated in §6.5, and any refund is solely as §6.5 provides. Either party may terminate an Order Form if the other materially breaches and does not cure within thirty (30) days after notice (ten (10) days for non-payment). The Institute may terminate immediately if Member becomes insolvent or if continued performance would violate law. If Member terminates for the Institute’s material, uncured breach, refunds of prepaid fees follow §6.5. If the Institute terminates because of Member’s uncured material breach, insolvency, or illegality, prepaid fees are not refundable except as required by law.

On the effective date of cancellation under §6.5, or on termination or expiration under this §14, Member’s license ends, the Institute may disable access, unused Event tickets lapse subject to §6.5, and Member will pay amounts then due. Refunds, if any, are governed by §6.5 and the preceding paragraph of this §14. Sections that by nature should survive (including §§3, 5, 7.3, 7.5, 8, 9, 10, 11, 12, 13, and 15 (including §15.7), and accrued payment obligations) survive. On request within thirty (30) days after termination, the Institute will make available a reasonably accessible export of documents then stored in any Member library feature then enabled for the account. After that period, and otherwise within a commercially reasonable time after termination or expiration, the Institute will delete or de-identify Member Content, subject to the retention limits in §9.3, routine backup cycles, and any legal-hold or record-retention obligation.

15.General

15.1Notices

Notices under this Agreement must be in writing. Notices to the Institute go to The Public Contracts & Grants Institute of Washington D.C., 655 Fifteenth Street, NW, Suite 425, Washington, DC 20005, with a copy to admin@pub-k.org. Notices to Member go to the admin or notice email on the Order Form. Email notice is effective on the next business day after sending, except that termination notices to the Institute should also be sent by overnight courier.

15.2Assignment

Neither party may assign this Agreement without the other’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

15.3Government Members

The Institute’s Offerings are commercial services and products developed at private expense. No FAR, DFARS, or agency clause is accepted unless the Institute signs an addendum that expressly identifies the clause. Member may not upload or otherwise require the Institute to handle CUI or classified information under this Agreement.

15.4Export and sanctions

Member will not use or access an Offering in violation of U.S. export-control or sanctions laws, and will not permit access by persons in comprehensively sanctioned jurisdictions or on restricted-party lists.

15.5Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of a model host, cloud region, or payment network, and including venue unavailability, travel disruption, public-health orders, and speaker unavailability affecting an Event, provided the affected party uses reasonable efforts to mitigate. Section 2.8 governs Event cancellation and substitution.

15.6Governing law

This Agreement is governed by the laws of the District of Columbia, without regard to conflict-of-laws rules. Dispute resolution is governed by §15.7. The state and federal courts located in the District of Columbia have exclusive jurisdiction only over those actions that §15.7 permits to be filed in court.

15.7Dispute resolution

(a) Scope. Except for the Excluded Matters in §15.7(f), this Section is the sole and exclusive process for any Dispute. Each tier is a mandatory condition precedent to the next.

(b) Notice and negotiation. A party will give the other a Dispute Notice. Within fifteen (15) days, each party will designate a senior executive with authority to settle, and the executives will confer in good faith (by at least one meeting) to resolve the Dispute. If the Dispute is not resolved within thirty (30) days after the Dispute Notice, either party may proceed to mediation.

(c) Mediation. The parties will submit the Dispute to non-binding mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures, seated in the District of Columbia, before a single mutually selected mediator, with mediator fees and administrative costs shared equally. If the Dispute is not resolved within forty-five (45) days after a party’s written request for mediation, either party may commence arbitration.

(d) Binding arbitration. Any Dispute not resolved under (b)–(c) will be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, before a single arbitrator, seated in the District of Columbia, with judgment on the award entered by any court of competent jurisdiction. The arbitrator will decide whether the conditions precedent in (b)–(c) have been satisfied. Each party bears its own costs and attorneys’ fees except as the arbitrator may award under applicable law or these Rules. The existence, content, and result of the arbitration are confidential. Any claim must be brought within one (1) year after the claim accrued, or it is permanently barred, except where applicable law prohibits such a limitation.

(e) Class-action waiver. All Disputes will be arbitrated solely on an individual basis. The parties waive any right to bring or participate in a class, collective, consolidated, or representative proceeding, and the arbitrator may not preside over any such proceeding or consolidate the claims of more than one person. If this class-action waiver is held unenforceable as to any Dispute, the agreement to arbitrate in this §15.7 is null and void as to that Dispute only, which will then proceed in the state and federal courts located in the District of Columbia. This waiver does not apply to any dispute alleging sexual assault or sexual harassment, to the extent a pre-dispute waiver of joint action is unenforceable at the claimant’s election under applicable law.

(f) Excluded matters; interim relief. Either party may (i) bring an individual claim in small-claims court if it qualifies, and (ii) seek injunctive or other equitable relief in the state and federal courts located in the District of Columbia to protect its intellectual property or Confidential Information or to enforce §§3, 5, 7, 8, or 9, without first completing tiers (b)–(d) and without waiving them. Seeking such relief is not a waiver of this Section.

15.8Miscellaneous

This Agreement, the Order Form, the Institute’s website Terms of Use, and the Institute’s Privacy Policy are the entire agreement on the subject and supersede prior discussions. If those documents conflict, the Order Form controls commercial terms (fees, seats, Credit allotment, Event date, Sponsorship tier); this Agreement controls all other terms of a paid Offering; the Privacy Policy controls personal-information practices; and the Terms of Use control website use that is not a paid Offering. Member has not relied on any representation, warranty, or statement outside this Agreement, and no representations exist beyond its four corners. Amendments must be in writing and accepted by both parties, except that the Institute may update this Agreement as provided in §15.10. If a provision is unenforceable, the rest remains in effect. Waiver must be express and written. The parties are independent contractors. There are no third-party beneficiaries except that each Authorized User is an intended beneficiary of the license in §2.1 solely while provisioned by Member. Headings are for convenience only. “Including” means “including without limitation.”

15.9Electronic acceptance

Member’s acceptance of this Agreement by checking an acceptance box, completing a web Order Form, submitting an event or sponsorship form, or executing an electronic or paper Order Form is a valid and binding manifestation of assent by Member and the individual accepting on Member’s behalf, who represents that they are authorized to bind Member. The parties consent to transact electronically. The Institute’s records of Member’s acceptance, the applicable version of this Agreement, and the Order Form are admissible to prove the terms accepted, and Member will not contest the validity or enforceability of this Agreement solely because it was accepted electronically.

15.10Changes to this Agreement

The Institute may modify this Agreement from time to time. The Institute will give Member at least thirty (30) days’ notice of a material change before it takes effect, by email to the administrative or notice address on the Order Form and by posting the updated Agreement with a new version number and effective date. Non-material changes (for example, clarifications, cross-reference corrections, or changes required by law) may take effect on notice. The updated Agreement applies to each Renewal Term and to any Order Form accepted after the effective date, and Member’s continued use of a recurring Offering after the effective date constitutes acceptance of the updated Agreement. If a change is material and adverse to Member, Member may reject it by giving the Institute notice before the effective date and terminating the affected Order Form; the Institute will refund prepaid, unused fees for the terminated portion, and the prior version will govern until that termination is effective. No change applies retroactively to a Dispute that arose before its effective date, and no change to §15.7 (Dispute Resolution) applies to a Dispute for which a Dispute Notice was already given. The Institute’s update right does not extend to the fees, Credit allotments, Event date, or Sponsorship tier for a paid Term already in effect, which are governed by the Order Form. Notwithstanding the foregoing, the Institute may not amend §§8.5 (Training), 9.1 (Confidentiality), 10 (Attorney-Client Privilege and Work Product), or 13 (Limitation of liability) during a paid Term except (i) by a writing signed or electronically accepted by both parties or (ii) as required by law, in which case the Institute will give notice and Member will have the same reject-and-terminate right as for a material adverse change.