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Effective date: March 21, 2022
Govly Inc. ("Govly") has developed a subscription service where companies, resellers, distributors, prime contractors, and subcontractors research, share information, and collaborate to bid on government contracts (the "Govly Service "). The Govly Service includes all user guides and other reference materials made available by Govly with respect to the foregoing, whether in print or electronic form, all as updated by Govly from time to time ("Documentation").
These Govly Terms of Use (the “Terms”) govern your use of the Govly Service. Please read these Terms carefully. You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, or by using the Govly Service. If you do not agree to any portion of the Terms, or the Terms as a whole, please discontinue the use of the Govly Service in any form.
"You" means you individually, and if you are accepting these Terms on behalf of a company or other legal entity, that legal entity. You represent and warrant that you are a US entity or US citizen and that you are at least 18 years of age and, if you are entering into these Terms on behalf of a company or other legal entity, you have the authority to bind such legal entity.
If you register for a free trial of the Govly Service (a "Free Trial "), Govly will make those portions of the Govly Service listed as part of the Free Trial available to you free of charge until the earlier of (a) the end of the term of such Free Trial or (b) the start date of the paid subscription plan for the Govly Service that you order (the "Subscription Plan ") for which you enter into a written agreement with Govly. Govly shall have the right to terminate your Free Trial or suspend, limit, or modify the scope of the functionality offered to you during your Free Trial at any time in its sole discretion.
Subject to your compliance with (a) these Terms, (b) Govly’s Privacy Policy, as may be updated from time to time at: https://www.govly.com/privacy, and any additional terms set forth in any written agreement between you and Govly with respect to the Govly Service, all of the foregoing of which are incorporated herein by reference, and (c) all laws and regulations applicable to your use of the Govly Service, Govly hereby grants you a nonexclusive, nontransferable, revocable, worldwide license, without right of sublicense, to access and use, and to allow Your " Collaborators" (defined below) to access and use, the Govly Service. The foregoing license and your use of the Govly Service is also subject to any and all Documentation provided in connection therewith.
While using the Govly Service, you agree to:
You will not use the Govly Service for any purpose other than as expressly set forth in these Terms and will not, or allow any other party to:
The Govly Service may be accessed and used by no more than the total number of Collaborators permitted under your Subscription Plan or Free Trial, as applicable. You and your Collaborators will not share any Collaborator identifications or passwords for the Govly Service with any other person. For the purpose of these Terms of Use, "Collaborators" means employees authorized by you to use the Govly Service who have been supplied user identifications and passwords by you.
You understand that all information, images, pictures, data, text, graphics, messages, or other materials ("Content") that you or your Collaborators submit, post, publish, display, modify, manipulate or perform through the Govly Service may be protected by copyright or other intellectual property rights. You are responsible and liable for the accuracy, quality and legality of your and your Collaborators’ Content (collectively, "Your Content") and the legality of the means by which your Content was acquired and licensed to Govly. As between you and Govly, you own all and retain all rights in Your Content. You hereby grant Govly a worldwide, royalty-free, nonexclusive, assignable license, with right of sublicense, to use, publicly display and publicly perform, publish, reproduce, modify, and distribute, Your Content in any format or medium now known or later developed in connection with providing the Govly Service. YOU, AND NOT GOVLY, ARE ENTIRELY RESPONSIBLE AND LIABLE FOR ALL CONTENT THAT YOU AND YOUR COLLABORATORS MAKE AVAILABLE THROUGH THE GOVLY SERVICE, INCLUDING WITHOUT LIMITATION, THAT YOU OWN OR HAVE OBTAINED ALL REQUIRED INTELLECTUAL PROPERTY AND OTHER RIGHTS IN SUCH CONTENT. You acknowledge and agree that Govly may access, retain and disclose your account information and Your Content if required to do so by law or in a good faith belief that such access, retention or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of Govly, its users or the public. Govly shall use commercially reasonable efforts to protect the security of Your Content in Govly’s possession or control. However, you acknowledge that Govly is unable to ensure that unauthorized third parties shall not be able to circumvent Govly’s protections and gain access to Your Content.
Govly may aggregate and use for Govly’s internal business purposes information about your use of the Govly Service, including those portions of Your Content that relate to how you use the Govly Service ("Usage Statistics") and may use and disclose the Usage Statistics to third parties for the purpose of improving the Govly Service or for Govly’s marketing and promotional purposes so long as the Usage Statistics are disclosed only in the aggregate and are not disclosed in a manner so that they would be attributable specifically to you, your projects or customers or in a manner that would provide the ability to identify individuals or your customers.
The Govly Service involves the display of information made publicly available by the government through a variety of sources. This data is not owned by Govly or created by Govly. Such information is the sole responsibility of the entity that makes it available, and the completeness and accuracy of that information as represented in Govly Service is entirely dependent on the completeness and accuracy of the original government sources. Govly is not liable for and cannot be held liable for inaccuracies in, and will not modify, the information obtained from those government sources based on the request of a site visitor or user of the Services. Govly data comes from a number of third parties, including prime contractors using the Govly Service and public federal government sources. Federal contract opportunity data is obtained from various sources, including Sam.gov and its associated feeder sites. Federal contract award data is obtained from various sources, including USASpending.gov, FPDS.gov and Sam.gov.
Fees. If you have a Subscription Plan, you will pay Govly the fees set forth in a separate written agreement with Govly (collectively, the "Fees"). The Fees will remain fixed during the term of your Subscription Plan; provided however, that if you change your Subscription Plan, including by adding additional service offerings, you shall thereafter be responsible and liable for payment of the Fees applicable to such new Subscription Plan and shall be subject to the terms and conditions of such new Subscription Plan. All sales are final and nonrefundable unless otherwise provided by law. All Fees are listed in and all payments will be made in U.S. Dollars.
No Reduction in Subscription Plan. During the term of your subscription, you may not downgrade your Subscription Plan (i.e., change to a Subscription Plan with less storage space, fewer Collaborators, etc.); provided however that you may (a) upgrade your Subscription Plan at any time upon notice to and written approval of Govly or (b) reassign existing subscription licenses to new Collaborators.
Taxes. All Fees are exclusive of taxes, including import or export duties, sales, use, value added, withholding and excise taxes assessable by any local, state, provincial, federal or foreign jurisdiction (collectively "Taxes"). If Govly has the legal obligation to pay or collect Taxes for which you are responsible, such Taxes will be included on Govly’s invoices to you, and you will pay such Taxes to Govly, unless you provide Govly with a valid tax exemption certificate authorized by the appropriate taxing authority.
Late Fees. If you fail to pay any Fees or other charges due by their applicable due date, at Govly’s discretion, such charges may accrue late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month or the maximum rate permitted by law, whichever is less, from the date such payment was due until the date paid.
You may provide feedback, suggestions comments, improvements, and ideas (collectively "Feedback") to Govly but you are not required to do so. You agree that Govly may use and exploit all Feedback for any purpose without obligation of any kind and without any obligation of confidentiality, attribution, accounting, compensation, or other duty to account to you. As between you and Govly, Govly owns and retains all right, title and interest, including all intellectual property rights in and to (a) the Govly Service; (b) Govly’s systems and services; (c) all names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia of Govly; and (d) all Govly Confidential Information (defined below) (collectively, the "Govly Property"). Govly reserves all rights in the Govly Property not expressly granted to you in these Terms. In the event any right, title or interest arises or vests at any time in you to any Govly Property, you hereby assign to Govly all such right, title and interest.
If you are a legal entity, Govly has the right to list your legal entity as a subscriber to the Govly Service in descriptions of the Govly Service and in any related promotional and marketing materials and press releases.
YOU ACKNOWLEDGE THAT THE GOVLY SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOVLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, TITLE OR NON-INFRINGEMENT; (B) RELATING TO THE PERFORMANCE OF THE GOVLY SERVICE; (C) WITH RESPECT TO ANY RESULTS TO BE OBTAINED FROM THE GOVLY SERVICE; (D) THAT USE OF THE GOVLY SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; OR (E) WITH RESPECT TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, OR EFFECTIVENESS OF ANY DATA, RESULTS, CONTENT OR OTHER INFORMATION OBTAINED OR GENERATED BY YOU THROUGH USE OF THE GOVLY SERVICE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE GOVLY SERVICE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GOVLY OR THROUGH THE GOVLY SERVICE WILL CREATE ANY WARRANTY FROM GOVLY NOT EXPRESSLY MADE HEREIN.REGARDLESS OF WHETHER ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, GOVLY IS NOT AND SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY PROPERTY DAMAGE, LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA, OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH (A) THESE TERMS; (B) THE GOVLY SERVICE, INCLUDING YOUR USE OF THE GOVLY SERVICE OR ANY SERVICE INTERRUPTION; OR (C) THE UNAUTHORIZED ACCESS BY ANY PARTY TO GOVLY’S SERVICES AND SYSTEMS, INCLUDING YOUR CONTENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST GOVLY ARISING OUT OF YOUR USE OF THE GOVLY SERVICE OR THESE TERMS.
You hereby indemnify and hold harmless Govly (and its officers, directors, employees, shareholders and agents) from and against any and all claims, demands, liabilities, damages, losses, fines, and expenses (including but not limited to, reasonable attorneys’ fees and other professional fees and costs of investigation), arising from or in any way related to (a) Your Content or your or your Collaborators’ use of the Govly Service; (b) your or your Collaborators’ (or anyone using such accounts) breach of these Terms; or (c) your or your Collaborators’ violation of any law or the rights of any third party, including without limitation, any intellectual property rights or privacy rights. You may not settle any claim in any manner that binds Govly without Govly’s express prior written consent.
"Govly’s Confidential Information" includes those portions of the Govly Service that Govly does not make publicly available and all information which (a) gives Govly a competitive business advantage, gives Govly the opportunity to obtain a competitive business advantage, or the disclosure of which could be detrimental to Govly’s interests; or (b) which is either (i) marked “Confidential,” “Restricted,” “Proprietary Information,” or other similar marking, (ii) known to be considered confidential and proprietary, or (iii) received under circumstances reasonably interpreted as imposing an obligation of confidentiality. You will treat all Govly Confidential Information as strictly confidential and use the same degree of care to prevent disclosure of Govly’s Confidential Information as you would use with respect to your own most confidential and proprietary information and, under no circumstances, less than the care that a reasonable person would take under the circumstances. Except as expressly provided in these Terms, you may not use or disclose any Govly Confidential Information without Govly’s prior written consent. On termination of this Agreement or on Govly’s written request at any time, you will destroy or return to Govly all Govly Confidential Information in your custody or control. This provision will survive any termination of this Agreement for so long as you have in your possession any Govly Confidential Information.
These Terms will be effective upon the date you accept them and shall continue for the time period set forth in a written agreement with Govly if you have a Subscription Plan. If you register for a Free Trial and do not purchase a Subscription Plan before the end of the term of such Free Trial, your subscription will automatically terminate at the end of the term of such Free Trial. Govly may, in its sole discretion, suspend or revoke your account at any time if (a) your contact information is not up-to-date or you do not promptly respond to communications directed to you; (b) the information you have provided to obtain your account is false, inaccurate, not current, or incomplete; (c) you, one of your Collaborators, or the legal entity through which you have obtained a subscription is engaged in illegal activity; (d) you, one of your Collaborators, or the legal entity through which you have obtained a subscription have breached, or Govly reasonably believes are about to breach, these Terms or any other agreement between you or such legal entity and Govly; or (e) Govly determines such suspension or revocation is desirable to mitigate liability or harm to Govly.
On termination of these Terms for any reason, the rights and licenses granted to you will immediately terminate and you must immediately cease using the Govly Service and all Govly Confidential Information. The terms, conditions, and warranties of the following Sections of these Terms shall survive: Your Content, Usage Statistics, Government Information, Ownership and Rights, Disclaimer of Warranties and Limitation of Liability, Indemnification, Confidential Information, Effect of Termination, and Miscellaneous.
Unless provided otherwise by Govly in connection with the Govly Service, all notices required from you under these Terms must be sent to info@govly.com or any other address(es) specified by Govly from time-to-time, in its sole discretion. Govly reserves the right, at any time and in its sole discretion, to change these Terms, including Govly’s security and privacy policies (collectively, "Revised Terms"), in whole or in part, by notifying you as described in this Notice provision. Your continued use of the Govly Service constitutes acceptance of the Revised Terms. Govly shall provide notice to you of changes to these Terms or provide other disclosures and notices regarding the Govly Service by posting them on the Govly Service or emailing them to the email address listed in your account. You will be deemed to have received those disclosures and notices within twenty-four (24) hours after Govly posts them on the Govly Service or emails them to you.
Relationship of the Parties. These Terms do not create and shall not be construed as creating a joint venture, co-ownership, partnership, or agency relationship between you and Govly.
Governing Law. These Terms will be governed and construed in accordance with the laws of the state of Delaware, without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the state or federal courts located in New Castle County, Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Assignment. You may not assign or transfer your rights or obligations under these Terms without Govly’s prior written consent. A change of control shall be deemed to be an assignment hereunder. Any purported assignment in violation of the foregoing will be invalid.
Force Majeure. Govly shall not be liable for any delay or failure to perform its obligations hereunder resulting from any cause beyond its reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, epidemics or pandemics, Internet service provider failures or delays, or denial of service attacks.
Entire Agreement. These Terms and any additional terms to which you agree with respect to the Govly Service (all of which are incorporated herein by reference) constitute the entire agreement between you and Govly with regard to their subject matter and any and all written or oral agreements, understandings and representations previously existing between the parties are expressly canceled. In the event of a conflict between these Terms and a separate Subscription Plan agreement between Govly and you, the Subscription Plan agreement shall control with respect to any such conflict.
Effective Date of These Terms: March 21, 2022