Terms & Conditions

The Momentum Energy Origination Suite is a platform operated by Digital Bar LLC. These Terms govern your use of Momentum Energy and any related services.

These Terms & Conditions ("Terms") form a binding agreement between Digital Bar LLC ("Digital Bar," "we," "us," or "our"), operator of the Momentum Energy Origination Suite ("Momentum Energy," "Momentum," or "the Platform"), and the individual or entity ("Customer," "you," or "your") that creates an account, executes a subscription order, configures workflows, or uses any portion of the Services.

1. Agreement and Acceptance

1.1. These Terms apply to the Momentum Energy platform and all related services, features, integrations, and tools operated by Digital Bar LLC.

1.2.By creating an account, clicking "Sign Up," executing a subscription order, enabling integrations, or using the Services in any capacity, you agree to these Terms. This applies whether onboarding occurs through self-service or direct engagement with Momentum Energy personnel.

1.3. If you accept these Terms on behalf of a business entity, you represent and warrant that you have authority to bind that entity.

1.4. These Terms apply to all Services and features supported by Momentum Energy, including RFP ingestion, AI-powered scoring, the Atlas Map, configurable rubrics and strategies, evaluation workflows, API integrations, and AI-generated proposal recommendations.

2. Description of Services

Momentum Energy is an AI-powered origination suite that enables Customers to:

• Ingest and consolidate live RFP and solicitation data from public procurement portals, ISO/RTO planning notices, and other configured sources
• Score RFPs against the Customer's operating assets and pipeline using configurable strategies and scoring rubrics
• Visualize RFP opportunities geographically alongside Customer assets via the Atlas Map
• Upload, edit, and version-track custom scoring rubrics and sourcing strategies
• Integrate with internal and external APIs and databases (including capacity availability, pipeline excess, COD timing, and interconnection status feeds)
• Generate AI-powered fit scores, narrative analysis, named risks, and proposal recommendations
• Store, process, analyze, and retrieve Customer Data
• Use LLMs, vector search, geospatial computation, and other AI and compute resources

You are solely responsible for configuring, testing, monitoring, and ensuring the legality and accuracy of your strategies, rubrics, portfolio data, integrations, and use of generated recommendations.

3. Payment, Billing & Subscription

3.1 Subscription Model

Momentum Energy is offered as an annual subscription to the Platform. Subscription fees are fixed for the term and vary based on:

• The number of authorized users ("Seats") accessing the Platform under the Customer's account
• The volume of RFPs originated through the Platform during the subscription term

Subscription tier, term, and pricing are set out in the Customer's order form, quote, or signed agreement ("Order").

3.2 Annual Term & Renewal

3.2.1 The default subscription term is twelve (12) months, beginning on the Order start date.

3.2.2 Unless Customer provides written notice of non-renewal at least 30 days before the end of the current term, the subscription will automatically renew for successive 12-month terms at then-current pricing.

3.2.3 Renewal pricing may reflect changes in Seat count or RFP volume since the previous term.

3.3 Payment Terms

3.3.1 Subscription fees are invoiced annually in advance unless otherwise specified in the Order.

3.3.2 Payment is due within 30 days of invoice date.

3.3.3 Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.4 Seat & Volume Adjustments

3.4.1 Customer may add Seats or upgrade RFP volume tiers at any time during the term; additional fees will be prorated for the remainder of the current term.

3.4.2 Reductions in Seats or RFP volume tiers take effect at the next renewal.

3.4.3 If Customer exceeds the Seat count or RFP volume contracted for, Digital Bar may invoice for overage usage at then-current rates or upgrade the Customer to a higher tier with notice.

3.5 Non-Refundability

Subscription fees are non-refundable, except as expressly provided in Section 4.

3.6 Pricing Changes

Digital Bar may modify pricing for renewals with at least 30 days' notice before the renewal date. In-term pricing for committed Seats and RFP volumes will not change during the active subscription term.

3.7 Taxes

Subscription fees may be subject to applicable taxes.

4. Refund Policy & Termination

4.1 Initial Refund Window

You may request a full refund of your initial subscription payment within 7 days of the subscription start date ONLY if:

• No substantial usage has occurred;
• No scoring runs, integrations, or strategy executions were deployed;
• No violations of these Terms occurred.

4.2 After Usage

Once substantial use of the Services has occurred, no refunds will be issued except for a confirmed platform error.

4.3 Mid-Term Termination by Customer

Customer may terminate the subscription mid-term only in the event of Digital Bar's uncured material breach. Termination for convenience does not entitle Customer to a refund of fees paid for the remainder of the term.

4.4 Fraud / Abuse / Chargebacks

Evidence of fraud, chargebacks, regulatory violations, or platform abuse results in immediate account termination without refund.

4.5 Non-Renewal

To prevent automatic renewal of the subscription, Customer must provide written notice of non-renewal at least 30 days before the end of the current term. Customer retains access to the Services through the end of the paid term.

4.6 Digital Bar Termination

Digital Bar may suspend or terminate Services immediately if Customer's use poses legal, compliance, technical, or reputational risk. Pre-paid fees for the remainder of the term may, at Digital Bar's discretion, be refunded if the termination is not for cause attributable to Customer.

4.7 Refund Processing Time

Approved refunds will be processed within 14 business days.

5. Data Accuracy, Regulatory Compliance & Procurement Integrity

5.1 Customer Responsibility for Compliance

You acknowledge that YOU — not Digital Bar — are solely responsible for ensuring your use of the Services complies with all applicable laws and regulations, including but not limited to:

• Federal Energy Regulatory Commission (FERC) rules and orders
• Independent System Operator (ISO) and Regional Transmission Organization (RTO) procurement and market participation rules
• State public utility commission regulations
• Antitrust and anti-collusion laws (including the Sherman Act, Clayton Act, and state equivalents)
• Public procurement integrity rules (including the Federal Acquisition Regulation, state procurement statutes, and international equivalents)
• Export control regulations (including EAR and ITAR) where applicable to energy infrastructure data
• Data privacy laws applicable to your jurisdiction and your end users
• The terms of use of any third-party data source you connect or import from

5.2 Accuracy of Customer-Provided Data

You represent and warrant that:

• All portfolio, asset, capacity, pipeline, and operational data you provide is accurate to the best of your knowledge.
• Custom rubrics, strategies, and configurations you upload are your own intellectual property or are used with appropriate rights.
• You will not use the Services to prepare or submit knowingly false, misleading, or fraudulent bids, proposals, or representations.
• You have all rights and authorizations necessary to ingest, process, or analyze any third-party data you connect to the Platform.

5.3 AI Outputs and Decision-Making

5.3.1 The Services may generate AI-powered fit scores, narrative analysis, named risks, recommended actions, and proposal optimization suggestions.

5.3.2 You acknowledge that AI outputs may be inaccurate, incomplete, or unsuitable for your specific situation, and you assume full responsibility for verifying, validating, and reviewing outputs before relying on them for any material business decision.

5.3.3 You must not represent AI-generated content as human-authored analysis when submitting to counterparties or regulators where such representation would be improper, deceptive, or unlawful.

5.4 Prohibited Procurement Conduct

You may NOT use the Services to:

• Engage in bid-rigging, market manipulation, or anti-competitive conduct
• Submit knowingly fraudulent or materially misleading bids or proposals
• Access or exploit competitively sensitive information you are not authorized to receive
• Harvest data from public procurement portals in violation of those portals' terms of use
• Circumvent any party's procurement integrity policies or supplier conduct requirements
• Submit AI-generated content where prohibited by the receiving party or applicable rules

5.5 Compliance Indemnification

You will fully indemnify, defend, and hold harmless Digital Bar LLC from:

• Regulatory fines, penalties, investigations, and attorney fees arising from your use of the Services
• Civil claims arising from your bid submissions, market participation, or procurement conduct
• Claims arising from your reliance on, or misuse of, AI-generated outputs
• Any claim arising from your compliance failures or misrepresentations

6. Acceptable Use & Prohibited Conduct

You may NOT:

• Reverse engineer, probe, or attempt model extraction from the Platform
• Scrape, benchmark, or systematically copy the Platform's data or interfaces
• Upload regulated personal data (PHI, PCI, SSNs, biometric data, children's data, or similar)
• Upload third-party confidential or competitively sensitive information without authorization
• Use the Services to provide legal, medical, financial, or other regulated professional advice
• Build competing products using Momentum or Digital Bar intellectual property
• Create harmful, abusive, or unlawful workflows
• Interfere with system integrity, load, or performance
• Conduct adversarial attacks against LLMs or other platform systems
• Use the Services to violate the terms of use of any third-party data source

Bulk data extraction, dataset construction, resale, competitive intelligence harvesting against the Platform, or automated crawling patterns are prohibited regardless of payment.

Digital Bar may restrict or suspend accounts that violate acceptable use or conduct, even if usage fees are paid.

7. Artificial Intelligence Disclaimer

7.1. AI-generated content — including fit scores, narrative analysis, named risks, recommended actions, and proposal recommendations — may be inaccurate, biased, incomplete, or unsuitable for your intended purpose. You assume all responsibility for verifying and validating AI output before relying on it.

7.2. The Services do not provide legal, financial, engineering, or other regulated professional advice. AI outputs are decision-support, not decisions.

8. Intellectual Property

8.1. Digital Bar owns all intellectual property relating to the Momentum Energy platform, including software, models, APIs, documentation, UI, the Atlas Map, scoring methodologies, and derivative works.

8.2. You receive a limited, revocable, non-transferable license to use the Services in accordance with these Terms.

8.3. Any feedback, suggestions, prompts, rubric formats, or workflow logic you provide may be used by Digital Bar without restriction, provided that your proprietary scoring rubrics and strategies remain your Confidential Information per Section 9.

9. Confidentiality & Data Protection

9.1.Each party will protect the other's Confidential Information for five (5) years after termination.

9.2. Confidentiality does not apply to information that is public, independently developed, rightfully obtained, or legally required to be disclosed.

9.3. Digital Bar implements reasonable security safeguards but cannot guarantee absolute security.

9.4. You may not upload sensitive or regulated data, including:

• PHI (HIPAA-regulated data)
• PCI / credit card data
• SSNs or government IDs
• Biometric identifiers
• Children's data
• Sensitive financial account data
• Third-party confidential information you are not authorized to share
• Export-controlled technical data without appropriate authorization

9.5. Data Retention and Deletion. Digital Bar is not obligated to retain Customer Data after account termination. You are responsible for backing up any data you wish to keep. Digital Bar will not be liable for deletion or loss of Customer Data following termination.

10. Limitation of Liability

10.1.Digital Bar's total liability is limited to the amount paid by Customer in the 12 months preceding the event giving rise to the claim.

10.2. Digital Bar is not liable for:

• Indirect, consequential, punitive, or exemplary damages
• Lost profits, revenue, business opportunities, or unsuccessful bids
• Loss or corruption of data
• AI hallucinations, errors, or inaccurate fit scores
• Service interruptions, third-party data source outages, or downtime
• Customer misconfigurations, compliance failures, or unlawful use of the Services

10.3. These limitations apply regardless of theory of liability, including negligence.

10.4.Customer's indemnification obligations are NOT capped by this limitation.

11. Indemnification

You agree to indemnify Digital Bar LLC from all claims, damages, fines, penalties, losses, liabilities, and expenses arising from:

• Your bid submissions, market participation, or procurement conduct
• Violations of FERC, ISO/RTO, antitrust, public procurement, or other applicable regulations
• Customer content or data
• Misuse of the Services or reliance on AI-generated outputs
• Breach of these Terms

12. Modifications to Terms

Digital Bar may modify these Terms with 30 days' notice. Continued use of the Services constitutes acceptance.

13. Governing Law & Dispute Resolution (Vermont)

These Terms are governed by the laws of the State of Vermont.

Any dispute arising under these Terms shall be resolved through binding arbitration in Vermont, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Nothing prevents either party from seeking injunctive or equitable relief in a Vermont court.

14. No Personal Liability; No Third-Party Beneficiaries

14.1.Digital Bar's owners, members, managers, officers, and employees have no personal liability under these Terms.

14.2. There are no third-party beneficiaries to these Terms.

15. Arbitration; Class Action Waiver

15.1. Individual Arbitration Only. You and Digital Bar agree that all disputes will be resolved individually, not as part of a class action or representative proceeding.

15.2. No Class Arbitration. The arbitrator may not consolidate claims or preside over class or representative actions.

15.3. Small Claims Exception. Either party may bring an eligible claim in Vermont small claims court.

16. Third-Party Services and Providers

16.1.The Services interoperate with and rely on third-party data sources (including SAM.gov, DOE, ISO/RTO portals, and international procurement sources), cloud providers, AI model providers, and other platforms ("Third-Party Services").

16.2. Digital Bar is not responsible for the availability, performance, accuracy, pricing, or compliance of any Third-Party Service.

16.3. Use of Third-Party Services is subject to their own terms and policies, and you are responsible for compliance.

17. Export Control & Sanctions Compliance

You may not use the Services if you are:

• Located in an OFAC-sanctioned country, or
• A denied or restricted party under U.S. export laws.

You may not export or re-export the Services, or use the Services to process export-controlled technical data, in violation of U.S. export regulations.

18. Force Majeure & No Implied SLA

Digital Bar is not liable for delays or failures due to events beyond its control, including natural disasters, war, terrorism, labor disputes, infrastructure failures, or disruptions in Third-Party Services or data sources.

No uptime, performance, or support level is guaranteed unless expressly stated in a separate written SLA.

19. General Provisions

• Severability: Invalid provisions do not affect the remainder.
• No Waiver: Rights are not waived unless in writing.
• Assignment:You may not assign these Terms without Digital Bar's consent.
• Entire Agreement: These Terms supersede all prior proposals and agreements.

Questions about these Terms can be directed to hello@digitalbar.ai.