GovPurchase Terms and Conditions

This Agreement is effective as of the Effective Date in the Invoice.

1. Services Rights. Upon the Effective Date of an Order Form and subject to the terms and conditions of this Agreement and payment of any applicable Subscription fees, GovPurchase grants to Customer a non-exclusive, non-transferable, non-sublicenseable right to access and use the GovPurchase online government contracting tool for the Subscription Period.

2. Additional Restrictions. Customer agrees to abide by any additional restrictions imposed by government agencies on the use of content supplied by the government as part of this Agreement. Provided that Customer pays all required Subscription fees, Customer shall be permitted to electronically download certain data (the “Downloaded Data”) from the Services to the computers of Customer and use the Downloaded Data in accordance with the terms set forth in this Agreement solely for its own internal operations and not for further transfer, distribution or resale. GovPurchase reserves the right to change or modify the contents of the Services in its sole discretion.

3. Authorized Users.Authorized Users may only be authorized employees of Customer (and individuals who are independent contractors and have the same email domain as Customer, to the extent that such independent contractors access and use the Services solely to support the internal operations of Customer) to whom Customer provides user names and passwords.

GovPurchase will supply Customer with user names and passwords for Authorized Users. Each Authorized User’s user name and password is personal to such Authorized User, but Customer may permit Authorized Users to supply their user names and passwords to other employee to access or use the Services.

4. Customer Responsibilities. Customer is solely responsible for maintaining the confidentiality of its user names and passwords for any access to and use of the Services that occurs through the use of such user names and passwords. Customer will notify GovPurchase when Customer no longer employs an Authorized User or if an Authorized User should otherwise be denied access to the Services.

Customer is responsible for acquiring and maintaining access to the Internet (including but not limited to using an adequate web browser) in order to access and use the Services. GovPurchase shall not be liable for any failure of or interruption to such access and use resulting from failure or impairment of any network, software, web browser or equipment not under the control of GovPurchase. Customer agrees that GovPurchase shall have no obligation to make the Downloaded Data available to Customer in any particular format or to otherwise modify the Services to allow Customer to download the Downloaded Data. GovPurchase shall, in its sole discretion, determine the format in which Downloaded Data will be made available to Customer.

5. Term of Subscriptions. Unless otherwise specified in the invoice, Subscriptions begin on the Effective Date of the applicable Order Form and expire on the expiration date specified in the invoice, or, if none, the last calendar day of the final month of the Subscription Period.

Renewal of Orders. Unless specified in the invoice or either party has given the other party written notice of non-renewal of Services at least thirty (30) days prior to the end of a respective Subscription Period or renewal Subscription Period, each Subscription will renew for an additional period of twelve (12) months at then-current Subscription fees. However, the parties may agree in writing to renew a Subscription for longer periods and/or at other mutually agreed upon rates. For U.S. Government Customers, Services will not automatically renew. If a U.S. Government Customer wishes to continue Services after a twelve-month Subscription Period, it shall pay the then-current Subscription fee for an additional twelve-month Subscription Period.

6. Use of Services. Acceptable Use Policy. Customer is responsible for use of the Services by those to whom Customer provides access. GovPurchase reserves the right, at any time, to deactivate or suspend Customer’s Subscription if that Customer’s use of the Services is found or reasonably suspected, in GovPurchase’s judgment, to violate the use restrictions set forth below.

Use Restrictions. Customer agrees not to:

Sell, lease, sublicense, assign or otherwise transfer its rights to access and use the Services,

Copy, modify, publish, sell, export, distribute, transfer or perform, or prepare derivative works of, reverse engineer, decompile or otherwise attempt to extract the source code or source data from the Services except and only to the extent permitted or required by law,

Collect any information from the Services through the use of “web bots,” “scraping,” “crawling,” “spidering,” or any other method not explicitly approved in writing by GovPurchase,

Provide, post, or transmit any data that infringes or violates any Intellectual Property Rights or publicity/privacy rights, or that contains any viruses or programming routines that may damage, interrupt or appropriate the Subscription or Services,

Use or make the Services available on a service bureau or time sharing basis,

Use the Services or Documentation to create any service offering, computer software program,

Use or facilitate use of the Services in any way that is harassing, harmful, obscene, threatening, libelous, or otherwise tortious, or for illegal, abusive or unethical activities (including violations of law or privacy, hacking or computer viruses), or

Permit any Authorized User or other third party to do any of the foregoing.

GovPurchase Use of Services. GovPurchase may access and use the Subscriptions at Customer’s request or to provide support. GovPurchase users do not count towards Customer’s number of Authorized Users.

7. Term; Termination; Add-Ons and Expansions.

Termination. GovPurchase may terminate this Agreement immediately upon written notification to Customer in the case of breach of the Use of Services Section. Upon termination by GovPurchase for material breach by Customer, all unpaid fees are immediately due and payable.

Add-Ons and Expansions. Customer may add new or expand existing Subscriptions, which may be made coterminous with the anniversary date of the then-current Subscription Period and the fees will be prorated.

8. Fees and Payment.

Fees. Unless the Order Form specifies otherwise, Customer shall pay the full fees for GovPurchase prior to the commencement of service. Renewal fees will be according to the GovPurchase customer loyalty program which states, the initial annual rate will not increase in subsequent years, provided there is no interruption of renewal years. All fees are in US Dollars. All payments made under this Agreement are non-refundable. If Customer separately arranges with a third party to make some or all payments to GovPurchase under this Agreement, Customer must notify GovPurchase and provide reasonable documentation before GovPurchase will invoice a third party directly. If the third party fails to make payment when due, Customer shall promptly pay GovPurchase.

Taxes. Fees, costs and expenses described in this Agreement do not include any sales, use, personal property, duty, levy or similar governance charge, value added or good/services taxes. GovPurchase may include applicable taxes as separate items on Customer’s invoice, and Customer shall be responsible to pay and/or reimburse GovPurchase for all taxes (other than taxes based on GovPurchase’s income), unless Customer has provided adequate evidence of exemption upon execution of this Agreement. If withholding taxes are imposed by any government, Customer shall remit such taxes in accordance with applicable law, gross up the applicable payment amounts so that GovPurchase receives the full amount of fees invoiced, and provide GovPurchase with applicable evidence of withholding.

Late Payments. GovPurchase may charge interest at the rate of one and one-half percent (1½%) per month (eighteen percent (18%) per annum), or at the highest rate allowed by law, whichever is less, from the date due until paid. GovPurchase may suspend Subscriptions, Support, Consulting Services or other performance if Customer fails to make full payment of any undisputed amount owed under this Agreement within ten (10) days after written notice from GovPurchase. GovPurchase may charge its then-current setup fee to restore a Subscription after any suspension.

9. Intellectual Property Rights.

GovPurchase (or GovPurchase’s licensors) owns:

All Intellectual Property Rights in or relating to the Services, whether or not those rights are registered,

Any software and Documentation developed and delivered in the course of providing Consulting Services,

Any and all enhancements, modifications, derivative works and corrections that are made of or to the Services or the software used to provide the Services, which will be considered part of the “Services” for the purposes of this Agreement, and

Customer’s comments, suggestions or other feedback regarding GovPurchase’s products and services.

Customer agrees

Not to remove or replace any Mark from the screens on which the Services are viewed or accessed or any associated materials without GovPurchase’s express written consent, and

To reproduce any and all Marks on any copy or portion of any associated materials. Customer may not modify the Documentation except to the extent necessary to reflect more closely Customer’s operations, provided, however, that GovPurchase shall retain all rights in any modified Documentation, which shall be considered Documentation with respect to Customer’s rights, and each party shall retain its confidentiality obligations with respect to any Confidential Information in the modified Documentation. Customer retains all rights, title and interest in and to Customer’s own information, including its Confidential Information and Customer Data.

1. Publicity. Neither party will issue any public materials that refer to the other party, this Agreement, or the subscribed Services without the other party’s prior written consent. However, GovPurchase may identify Customer on its client list and may use Customer’s name and logo as well as a mutually-agreed general description of the nature of the relationship on its website and in promotional materials, presentations, and proposals to current and prospective clients. Either party may identify the other party or disclose the existence of this Agreement to its attorneys, auditors and in connection with regulatory filings.

1. Confidentiality. Any information disclosed by one party (“Disclosing Party”) to the other party (“Recipient”) in connection with this Agreement that is marked confidential or that due to its character and nature, a reasonable person under like circumstances would treat as confidential (the “Confidential Information”) will be protected and held in confidence by the Recipient. Confidential Information will be used only for the purposes of this Agreement. Recipient shall disclose Confidential Information only to the Recipient’s employees, contractors, or business partners which are bound by confidentiality obligations no less stringent than these prior to any disclosure on a “need to know” basis. Confidential Information does not include information that:

Is already known to the other party at the time of disclosure;

Is or becomes publicly known through no wrongful act or failure of the Recipient;

Is independently developed without benefit of the other’s Confidential Information; or

Is received from a third party that is not under an obligation of confidentiality.

Recipient agrees to protect the Confidential Information at all times and in the same manner as it protects the confidentiality of its own proprietary and confidential material of similar kind, but in no event with less than a reasonable standard of care. A Recipient may disclose Confidential Information to the extent required by law, provided that the Recipient provides the Disclosing Party with notice as soon as reasonably practicable to allow the Disclosing Party an opportunity to respond to such requirement, and provided further that such disclosure does not relieve Recipient of its confidentiality obligations with respect to any other party.