Terms of Service

Effective Date: January 1, 2026

These Terms of Service ("Terms") govern your use of the SBIRLY platform and services (the "Services") provided by Graphspan LLC ("Company," "we," "our," or "us"). By accessing or using our Services, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing and using the Services, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use our Services.

2. Description of Services

SBIRLY provides an AI-powered platform for SBIR (Small Business Innovation Research) intelligence, including but not limited to:

  • Historical SBIR award data analysis
  • TPOC (Technical Point of Contact) matching
  • Agency and topic recommendations
  • Analytics and reporting tools
  • Search and filtering capabilities

3. User Accounts

To access certain features, you must create an account. You agree to:

  • Provide accurate, current, and complete information
  • Maintain and promptly update your account information
  • Maintain the security of your password and account
  • Accept responsibility for all activities under your account
  • Notify us immediately of any unauthorized use

YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIVITY THAT OCCURS UNDER YOUR ACCOUNT, INCLUDING ANY ACTIVITY BY UNAUTHORIZED USERS. WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO MAINTAIN THE SECURITY OF YOUR ACCOUNT.

4. Acceptable Use

You agree NOT to:

  • Use the Services for any unlawful purpose or in violation of any regulations
  • Attempt to gain unauthorized access to any portion of the Services
  • Interfere with or disrupt the Services or servers
  • Circumvent any access restrictions or security measures
  • Scrape, data mine, or use automated systems to access the Services
  • Resell, redistribute, or sublicense the Services or data
  • Misrepresent your affiliation with any person or entity
  • Use the Services to harm, threaten, or harass others
  • Use the Services in any manner that could damage our reputation or goodwill
  • Use the Services to transmit any malicious code or harmful content
  • Attempt to reverse engineer, decompile, or disassemble the Services
  • Remove, alter, or obscure any proprietary notices

ANY VIOLATION OF THIS SECTION MAY RESULT IN IMMEDIATE TERMINATION OF YOUR ACCESS TO THE SERVICES AND MAY SUBJECT YOU TO LIABILITY FOR DAMAGES.

5. Intellectual Property

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, and software, are the exclusive property of Graphspan LLC and are protected by copyright, trademark, and other intellectual property laws.

6. Payment Terms

  • Subscription fees are billed in advance on a monthly or annual basis
  • All fees are non-refundable except as required by law
  • We reserve the right to change our pricing with 30 days notice
  • You are responsible for all applicable taxes
  • Failure to pay may result in suspension or termination of your account

7. SMS Communications Terms

By opting in to receive SMS text messages from SBIRLY (a product of Graphspan LLC), you agree to the following. By providing your phone number, you agree to receive SMS messages from SBIRLY (a product of Graphspan LLC), including account notifications and authentication codes. Message frequency varies. Message and data rates may apply. Reply STOP to opt out, HELP for help. Reply HELP for assistance or contact support@sbirly.com for additional support.

  • Message Types: You may receive SMS messages for multi-factor authentication (MFA) verification codes, account alerts (password changes, subscription issues, security notifications), and marketing announcements (new features, product updates, special offers), depending on your opt-in selections.
  • Message Frequency: Message frequency varies. MFA codes are sent only when you log in. Account alerts are sent when relevant account events occur. Marketing messages are sent periodically.
  • Costs: Message and data rates may apply. SBIRLY does not charge for SMS messages, but your mobile carrier may charge standard messaging fees.
  • Consent: Consent to receive SMS messages is not a condition of purchasing any product or service from SBIRLY. You may opt in or out of each message category independently.
  • Opt-Out: You may opt out of SMS messages at any time by replying STOP to any message, updating your SMS preferences in your Account Settings, or contacting support@sbirly.com.
  • Help: Reply HELP to any SMS message for assistance, or contact support@sbirly.com.
  • Supported Carriers: SMS messages are supported on most major U.S. and international carriers. Carriers are not liable for delayed or undelivered messages.

SMS DATA PROTECTION:

SMS opt-in data and phone numbers are not sold, shared, or disclosed to third parties for their marketing purposes. Your phone number and SMS consent information are used solely for the purposes described in these Terms and our Privacy Policy.

8. Profile Visibility and Company-to-Company Contact

SBIRLY offers an optional Profile Visibility feature that allows users to make their Innovation Profile information visible to other authenticated users of the platform. By enabling Profile Visibility and accepting the Terms of Agreement, you acknowledge and agree to the following:

8.1 Scope of Profile Visibility

When you enable Profile Visibility, certain information from your Innovation Profile — including your company name, technology areas, innovation description, key technical keywords, target markets, certifications, and contact information — may be visible to other authenticated platform users who have access to the Company Profiles search feature. You control which categories of users may view your profile through the visibility toggles in your Innovation Profile settings.

8.2 User-Initiated Contact

By enabling Profile Visibility, you consent to being contacted by other platform users through the SBIRLY messaging system. Any communications, negotiations, business discussions, or agreements that occur between you and other users are solely between the parties involved. Graphspan LLC is not a party to, and assumes no responsibility for, any interactions between users.

8.3 No Vetting, Verification, or Endorsement

IMPORTANT NOTICE:

GRAPHSPAN LLC DOES NOT VET, VERIFY, SCREEN, ENDORSE, OR GUARANTEE ANY USERS, COMPANIES, OR THIRD PARTIES ON THE SBIRLY PLATFORM. WE DO NOT PERFORM BACKGROUND CHECKS, VERIFY BUSINESS CREDENTIALS, CONFIRM FINANCIAL STATUS, OR VALIDATE THE IDENTITY, LEGITIMACY, OR INTENTIONS OF ANY PLATFORM USER. YOU ARE SOLELY RESPONSIBLE FOR CONDUCTING YOUR OWN DUE DILIGENCE ON ANY PARTY THAT CONTACTS YOU OR THAT YOU CONTACT THROUGH THE PLATFORM.

8.4 Assumption of Risk for Profile Visibility

BY ENABLING PROFILE VISIBILITY, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS ASSOCIATED WITH MAKING YOUR COMPANY INFORMATION VISIBLE TO OTHER PLATFORM USERS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRAPHSPAN LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR:

  • ANY COMMUNICATIONS, SOLICITATIONS, OR CONTACT INITIATED BY OR RECEIVED FROM OTHER USERS
  • ANY BUSINESS RELATIONSHIPS, PARTNERSHIPS, INVESTMENTS, JOINT VENTURES, OR TRANSACTIONS RESULTING FROM PROFILE VISIBILITY
  • ANY MISUSE, MISREPRESENTATION, FRAUD, OR DECEPTIVE CONDUCT BY OTHER PLATFORM USERS
  • ANY UNAUTHORIZED USE, COPYING, OR DISTRIBUTION OF YOUR PUBLICLY VISIBLE PROFILE INFORMATION
  • ANY COMPETITIVE HARM, LOSS OF TRADE SECRETS, OR DISCLOSURE OF PROPRIETARY INFORMATION
  • ANY REPUTATIONAL, FINANCIAL, COMMERCIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR PROFILE BEING VISIBLE
  • ANY FAILURE OF THE PLATFORM TO RESTRICT ACCESS AS INTENDED
  • ANY DISPUTES BETWEEN USERS ARISING FROM PROFILE VISIBILITY OR MESSAGING

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS GRAPHSPAN LLC FROM ANY CLAIMS ARISING FROM YOUR USE OF THE PROFILE VISIBILITY FEATURE OR ANY INTERACTIONS WITH OTHER USERS FACILITATED THROUGH THE PLATFORM.

8.5 Revocation of Consent

You may disable Profile Visibility at any time by unchecking the Terms of Agreement checkbox or disabling the visibility toggles in your Innovation Profile settings. Upon disabling, your profile will be immediately removed from Company Profiles search results. However, Graphspan LLC cannot guarantee the recall of information already viewed, copied, or acted upon by other users prior to your disabling of the feature.

9. Data Accuracy Disclaimer

IMPORTANT DISCLAIMER:

While we strive to provide accurate and up-to-date information, SBIRLY's data is derived from publicly available sources and historical records. We make no warranties or representations about the accuracy, completeness, or timeliness of the data. Users should independently verify all information before making business decisions.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GRAPHSPAN LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR:

  • ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
  • ANY LOSS OF PROFITS, REVENUE, DATA, OR USE
  • ANY FAILURE TO WIN SBIR AWARDS OR CONTRACTS
  • ANY BUSINESS DECISIONS BASED ON OUR DATA OR RECOMMENDATIONS
  • ANY ERRORS OR OMISSIONS IN THE SERVICES OR DATA
  • ANY DAMAGES ARISING FROM YOUR RELIANCE ON THE SERVICES
  • ANY DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO YOUR DATA
  • ANY DAMAGES ARISING FROM INTERRUPTION OR CESSATION OF THE SERVICES
  • ANY DAMAGES ARISING FROM BUGS, VIRUSES, OR OTHER HARMFUL CODE
  • ANY DAMAGES ARISING FROM THIRD-PARTY CONTENT OR CONDUCT
  • ANY DAMAGES ARISING FROM LOST OPPORTUNITIES OR FAILED BUSINESS VENTURES
  • ANY REPUTATIONAL HARM OR LOSS OF GOODWILL
  • ANY PERSONAL INJURY OR EMOTIONAL DISTRESS
  • ANY DAMAGES THAT EXCEED THE FEES PAID, REGARDLESS OF THE NATURE OF THE CLAIM

OUR TOTAL LIABILITY SHALL NOT EXCEED THE LESSER OF (A) THE AMOUNT PAID BY YOU FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) $100 USD.

THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS GRAPHSPAN LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND AFFILIATES FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, OR EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS) ARISING FROM:

  • Your use or misuse of the Services
  • Your violation of these Terms
  • Your violation of any rights of another party
  • Your violation of any applicable laws or regulations
  • Any content you submit through the Services
  • Your negligent or intentional misconduct
  • Any breach of your representations and warranties

THIS INDEMNIFICATION OBLIGATION WILL SURVIVE THE TERMINATION OF THESE TERMS AND YOUR USE OF THE SERVICES.

12. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

  • WARRANTIES OF MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • NON-INFRINGEMENT
  • ACCURACY OR RELIABILITY OF INFORMATION
  • UNINTERRUPTED OR ERROR-FREE OPERATION
  • THAT THE SERVICES WILL MEET YOUR REQUIREMENTS
  • THAT DEFECTS WILL BE CORRECTED
  • THAT THE SERVICES ARE FREE OF VIRUSES OR HARMFUL COMPONENTS

NO ADVICE OR INFORMATION OBTAINED FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Third-Party Services and Analytics

The Services may contain links to third-party websites or services. We are not responsible for the content, privacy policies, or practices of any third-party services. Your use of third-party services is at your own risk.

We use third-party analytics services, including Google Analytics, to measure and analyze how users interact with the SBIRLY platform. These services collect information such as pages visited, session duration, navigation paths, browser type, device information, and anonymized IP addresses through the use of cookies and similar tracking technologies.

By using the Services, you consent to the processing of data about you by Google Analytics in the manner and for the purposes described in our Privacy Policy. You may opt out of Google Analytics tracking at any time by installing the Google Analytics Opt-out Browser Add-on or by managing cookies through your browser settings.

14. Termination

We may terminate or suspend your account and access to the Services at any time, with or without cause or notice. Upon termination, your right to use the Services will cease immediately. All provisions of these Terms which should reasonably survive termination will survive.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in Monterey County, California.

16. Dispute Resolution

MANDATORY ARBITRATION AND CLASS ACTION WAIVER:

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Monterey County, California.

YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. THIS MEANS THAT ALL DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY, AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

If for any reason a claim proceeds in court rather than arbitration, we each waive any right to a jury trial. This arbitration provision shall survive termination of these Terms.

17. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the new Terms on this page and updating the effective date. Your continued use of the Services after changes constitutes acceptance of the modified Terms.

18. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19. Force Majeure

We shall not be liable for any failure or delay in performance under these Terms arising out of or caused by acts of God, terrorism, civil or military authority, war, strikes, lockouts, epidemics, pandemics, governmental actions, fire, floods, earthquakes, or other disasters beyond our reasonable control.

20. Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.

21. Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

22. Time Limitation on Claims

YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF OUR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.

23. U.S. Government Rights

If you are a U.S. government entity, you acknowledge that the Services are a "commercial item" as defined under the Federal Acquisition Regulations (FAR), consisting of "commercial computer software" and "commercial computer software documentation" licensed under these Terms.

24. Export Restrictions

You agree not to export or re-export the Services or any related data in violation of U.S. export laws and regulations. You represent that you are not on any U.S. government list of prohibited or restricted parties.

25. Assumption of Risk

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON THE INFORMATION PROVIDED BY THE SERVICES.

26. Release of Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE AND FOREVER DISCHARGE GRAPHSPAN LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, RIGHTS OF ACTION, OR CAUSES OF ACTION, PRESENT OR FUTURE, ARISING OUT OF OR CONNECTED WITH YOUR USE OF THE SERVICES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

27. No Professional Advice

THE INFORMATION PROVIDED BY THE SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE. WE ARE NOT RESPONSIBLE FOR ANY DECISIONS YOU MAKE BASED ON THE INFORMATION PROVIDED. YOU SHOULD CONSULT WITH APPROPRIATE PROFESSIONALS BEFORE MAKING ANY BUSINESS, FINANCIAL, OR LEGAL DECISIONS.

28. User Representations and Warranties

By using the Services, you represent and warrant that:

  • You have the legal capacity to enter into these Terms
  • You are not a competitor seeking to access the Services for competitive purposes
  • Your use of the Services will not violate any applicable laws or regulations
  • You will not use the Services in any way that infringes upon the rights of others
  • All information you provide to us is true, accurate, and complete
  • You have obtained all necessary consents and approvals to use the Services
  • You will not hold us responsible for any consequences of your use of the Services

29. Beta Features and Experimental Services

WE MAY OFFER BETA, PILOT, LIMITED RELEASE, OR OTHER PRE-RELEASE FEATURES ("BETA FEATURES") FROM TIME TO TIME. BETA FEATURES ARE PROVIDED "AS IS" AND MAY CONTAIN BUGS OR ERRORS. WE MAKE NO WARRANTIES REGARDING BETA FEATURES AND DISCLAIM ALL LIABILITY FOR ANY DAMAGES ARISING FROM THEIR USE. YOU ACKNOWLEDGE THAT BETA FEATURES MAY BE DISCONTINUED AT ANY TIME WITHOUT NOTICE.

30. Service Level and Uptime

WE DO NOT GUARANTEE ANY SPECIFIC UPTIME OR AVAILABILITY OF THE SERVICES. THE SERVICES MAY BE UNAVAILABLE DUE TO MAINTENANCE, UPDATES, TECHNICAL ISSUES, OR OTHER FACTORS BEYOND OUR CONTROL. WE SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING FROM SERVICE INTERRUPTIONS OR DOWNTIME.

31. Data Loss and Backup

WHILE WE IMPLEMENT REASONABLE DATA PROTECTION MEASURES, WE DO NOT GUARANTEE THE PRESERVATION OF YOUR DATA. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP ANY IMPORTANT DATA OR INFORMATION. WE SHALL NOT BE LIABLE FOR ANY DATA LOSS, CORRUPTION, OR UNAVAILABILITY.

32. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Graphspan LLC regarding the use of the Services.

33. Integration and Supremacy

INTEGRATION CLAUSE:

These Terms of Service, together with our Privacy Policy, Cookie Policy, and DMCA Notice, constitute the complete and exclusive agreement between you and Graphspan LLC. In the event of any conflict between these documents, these Terms of Service shall control and supersede all other documents. Any conflicting provisions in other documents are hereby disclaimed.

34. Contact Information

If you have any questions about these Terms, please contact us at:

Graphspan LLC

591 Lighthouse Ave, Suite 29

Pacific Grove, CA 93950

Email: support@sbirly.com

Note: By using SBIRLY, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.