Last Updated: January 14th, 2024
GOVSIGNALS INC. TERMS OF SERVICE
These Terms of Service are an agreement between GovSignals Inc. (“GovSignals”, “Provider” or “we”) and you, the Customer (“Customer” or “you”) that governs your use of GovSignals’ Product (defined below). By using the Service, Customer agrees to be bound by these Terms of Service. The Terms of Service, together with the accompanying subscription cover page and the subscription Order Form which incorporates them by reference are, collectively, the “Agreement.” Capitalized terms not defined where they appear can be found at the end of these Terms of Service.
By accessing our application and using our Software and Service, each User affirms that they are at least 18 years of age, and have the full power, authority, and legal capacity to enter into and comply with the obligations under these Terms. Further, if you are using our Software on behalf of an organization, entity, or third party (collectively, “Organization”), you represent and warrant that you are an authorized representative of that Organization with the authority: (i) to bind the Organization to these Terms; (ii) to consent to, or to revoke consent for, data processing activities on behalf of the Organization; and (iii) to agree to any other legal or contractual obligations on behalf of the Organization. You further represent and warrant that your use of our Software will be in accordance with these Terms, with your Organization’s business purposes and with all applicable laws and regulations.
1. Service
1.1 Access and Use. During the Subscription Period and subject to the terms of this Agreement, GovSignals grants Customer a limited, revocable, non-exclusive, non-transferable license to: (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes.
1.2 Support. During the Subscription Period, GovSignals will provide Technical Support as described in the Order Form.
1.3 User Accounts. Customer is responsible for all actions on Users’ accounts and for ensuring all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify GovSignals if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised. Customer may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to its account or any affiliated User account. If a Customer Affiliate enters a separate Order Form with Provider, the Customer’s Affiliate creates a separate agreement between Provider and that Affiliate, where Provider’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement
1.4 Feedback and Usage Data. Customer may, but is not required to, give GovSignals Feedback, in which case Customer gives Feedback “AS IS”. GovSignals may use all Feedback freely without any restriction or obligation. In addition, GovSignals may collect and analyze Usage Data, and GovSignals may freely use Usage Data to maintain, improve, enhance, and promote GovSignals’ products and services without restriction or obligation. However, GovSignals may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.
1.5 Customer Content. GovSignals may process, copy, display, modify, and use Customer Content only as needed to provide the services and train the Product and related offerings for Customer’s use. GovSignals will process and store Customer Content in accordance with applicable law and its information security policies. Customer represents and warrants that it has full authority and all rights, licenses, and permissions required to provide Input to the Services. Customer acknowledges that GovSignals does not control what content Customer selects and submits for processing by the Product. Customer is responsible for satisfying itself that Customer Content is the accuracy, sufficiency and ensuring that it does not infringe on the legal rights of third parties.
1.6 Machine Learning. Customer Content will not be used to develop, train, or enhance GovSignals’ artificial intelligence or machine learning models that are part of its Product and Cloud Service or any third-party components thereof (including any third-party AI service provider LLMs). Nothing in this section will reduce or limit GovSignals' obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.
1.7 Accuracy, Review and Use of Outputs. The output generated and returned by Customer’s authorized use of the Product’s AI capabilities, including, but not limited to, draft bid proposals (“Output”) is generated from the Customer Content processed on and through GovSignals’ platform (“Input”). As between the parties, and to the extent permitted under Applicable Laws, the Customer is the owner of the Input and is hereby granted the right, title, and interest in and to the Output. Customer may use the Output generated from Customer Content for any lawful business purpose at Customer’s own risk. GovSignals does not warrant or guarantee the accuracy or sufficiency of any Output generated by Customer’s use of the Services. Customer is responsible for satisfying itself that Outputs are complete, accurate, and suited for its purposes. Customer is advised to review Outputs as if drafted by skilled subordinate, requiring partner-level review.
2. Restrictions & Obligations
2.1 Restrictions on Customer.
(a) Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
(b) Use of the Product must comply with all Documentation and Use Limitations.
2.2 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then GovSignals may temporarily suspend Customer’s access to the Product with or without notice. However, GovSignals will try to inform Customer before suspending Customer’s account when practical. GovSignals will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.
3. Privacy & Security
3.1 Security Program. GovSignals will maintain an information security program designed to (a) protect the Product and all Customer Content and data against unauthorized access, alteration, use, or disclosure, (b) identify reasonably foreseeable and internal and external risks to security and unauthorized access, and (c) minimize security risks, including through regular risk assessments and testing.
3.2 Security Obligations. As part of our information security program, GovSignals will use commercially reasonable efforts to: (a) implement and enforce policies related to electronic, network, and physical monitoring and data storage, transfer, and access; (b) deploy production infrastructure behind VPNs where possible; (c) require multi-factor authentication for employees; (d) configure network security, firewalls, accounts, and resources for least-privilege access; (e) maintain a logging and an incident response process; (f) maintain corrective action plans to respond to potential security threats; and (g) conduct periodic reviews of our security and the adequacy of our information security program as aligned to industry best practices and our own policies and procedures.
3.3 Personal Data. If the intended use the Product will involve processing personal data or “Personal Data” (as defined under applicable personal data privacy and protection laws that govern the processing of such data (such as GDPR and CPRA), then before processing any Personal Data, Customer must: (a) provide legally adequate privacy notices and obtain necessary consents for the processing of the personal data by the Service; (b) only submit such Personal Data in accordance with all applicable personal data privacy and protection laws, and (c) enter into a data processing addendum or agreement (“DPA”) with GovSignals. The DPA will become part of this Agreement, will govern each party’s obligations as to such Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.
3.4 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product.
3.5 Compliance with CUI Data Handling Requirements. Customer users handling CUI information are required to protect it from unauthorized disclosure. Handling, storage, reproduction, and disposition of CUI document(s) must be in accordance with 32 CFR Part 2002 and applicable agency policy. Access to and dissemination of Controlled Unclassified Information shall be allowed as necessary and permissible to any individual(s), organization(s), or grouping(s) of users, provided such access or dissemination is consistent with or in furtherance of a Lawful Government Purpose and in a manner consistent with applicable law, regulations, and Government-wide policies. GovSignals adheres to NIST 800-171 compliance requirements in accordance with DFARS Clause 252.201-7012.
4. Payment & Taxes
4.1 Fees. Customer agrees to pay GovSignals all fees charged to its account (“Fees”) for use of the Product according to the prices and terms as stated on the Order Form. Customer authorizes GovSignals and its designated secure third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis as specified in the Order Form during the Subscription Term, typically the first day of the month. but we may reasonably change the date on which the charge is posted. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.
4.2 Invoicing. For a Payment Process with invoicing (i.e. per usage-based Fees and for other variable charge services), GovSignals will send invoices for usage-based Fees in arrears and for all other Fees in advance, in each case according to the Payment Process. invoiced fees are due upon receipt of each invoice.
4.3 Automatic Payment. For a Payment Process with automatic payment, GovSignals will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. Customer may revoke authorization for automatic payment by providing GovSignals 30 days advance notice in writing. GovSignals will make a copy of Customer's bills or transaction history available to Customer.
4.4 Service Credits. Customer may prepay for services through the purchase of credits (“Service Credits”) or we may provide you with promotional Service Credits from time-to-time. Service Credits are nonrefundable and nontransferable and must be applied and used within one year of issuance unless a shorter timeframe is specified in the Service Credit issuance documentation (such as Service Credits provided for promotional or trial use). Additional limitations may apply to the use of promotional Service Credits and will be specified in the Service Credit issuance documentation provided to you.
4.5 Taxes. Fees are exclusive of taxes, Customer is responsible for all duties, taxes, and levies that apply to the sale of the services other than GovSIgnals’ income tax - (i.e., sales, use, VAT, GST). GovSignals will invoice, charge, and collect such taxes as required by applicable law in connection with the services. GovSignals will use the name and address in your account as the place of supply for tax purposes.
4.6 Payment. Customer will pay GovSignals Fees and taxes in U.S. Dollars (USD).
4.7 Payment Disputes. To dispute a charge or invoice, Customer must contact us and provide written notice detailing the basis for the dispute within thirty (30) days of the invoice issuance or charge in dispute and timely pay all undisputed amounts. GovSignals will review the matter promptly and, if agreed, apply a credit to Customer’s account. Customer is not permitted to offset or deduct any amounts from GovSignals’ invoice unless: Customer provides timely notification and GovSignals has approved it. If Customer fails to pay any amount due under the Agreement within 30 days of the due date, GovSignals may, upon notice, suspend or restrict the Services until paid in full. Products and Services. GovSignals may charge interest at a monthly rate equal to the lesser of 1% per month on any overdue amounts.
5. Term & Termination
5.1 Term. The term of this Agreement will commence upon the earlier of your online acceptance of these Terms of Service, the Effective Date of the first Order Form, or the date you first use the Services, and will remain in effect until terminated pursuant to this Section 8 (“Term”). If you purchase a subscription to the Services, the Subscription Period will automatically renew for successive periods unless either of Party gives the other notice of its intent not to renew during the Nonrenewal Notice Period. Unless otherwise specified in the Order Form, that notice must be given at least thirty days before the start of the next renewal period.
5.2 Termination. Either party may terminate the Agreement or an Order Form immediately:
(a) if the other party fails to cure a material breach of the Agreement or a particular Order Form following 30 days written notice;
(b) upon notice if the other party (i) materially breaches the agreement or a particular Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
5.3 Force Majeure. Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. GovSignals will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.
5.4 Effect of Termination. Termination based on a material breach or expiration of the Terms of Service will terminate all Order Forms governed by those Terms. Upon any expiration or termination:
a. Customer will no longer have any right to use the Product.
b. Upon Customer’s request, GovSignals will delete Customer Content within 60 days. In any case GovSignals will delete Customer Content after 60 days from termination.
c. Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control.
d. GovSignals will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).
5.5. Survival.
Provisions of the Agreement that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms. The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.5-1.6 (Machine Learning), 1.7 (Outputs and Review); Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 15 (General Terms), Section 16 (Definitions),
Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.
6. Representations & Warranties
6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.
6.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
6.3 From GovSignals. GovSignals represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.
6.4 GovSignals Warranty Remedy. If GovSignals breaches the warranty in Section 6.3 (Representations & Warranties from GovSignals), Customer must give GovSignals notice (with enough detail for GovSignals to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, GovSignals will attempt to restore the general functionality of the Cloud Service. If GovSignals cannot resolve the issue, Customer may terminate the affected Order Form and GovSignals will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. GovSignals’ restoration obligation, and Customer’s termination right, are Customer’s only remedies if GovSignals does not meet the warranty in Section 6.3 (Representations & Warranties from GovSignals).
7. Disclaimer of Warranties
GovSignals makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than GovSignals. Except for the warranties in Section 6 (Representations & Warranties), GovSignals and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
8. Limitation of Liability
8.1 Liability Caps.
Except as provided in Section 8.3 (Exceptions), and to the extent permitted by Applicable Laws, GovSignals’ total cumulative liability for all claims arising out of or relating to this Agreement will not exceed 1.0 times the amount of Fees paid or payable by Customer to GovSignals in the 12-month period immediately preceding the claim.
8.2 Damages Waiver. Except as provided in Section 8.3 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
8.3 Limitations on Indirect Damages. Except for (i) a party’s fraudulent or willful misconduct, (ii) your breach of Section 2.1 (Restrictions), (iii) either party’s breach of its confidentiality obligations under Section 10 (Confidentiality), or (iv) a party’s indemnification obligations under this Agreement (collectively, the “Exceptions”), neither Customer nor GovSignals or our respective affiliates or licensors will be liable under this Agreement for any indirect, punitive, incidental, special, consequential, or exemplary damages (including claims for lost profits, loss of goodwill, lost revenues, lost opportunities, and delay damages) even if that party has been advised of the possibility of those damages.
8.4 . Insurance. Each party will maintain during the term of this Agreement and for six (6) months thereafter the following minimum insurance coverage: (i) Commercial General Liability and (ii) Network Security and Privacy Breach with per claim limits of at least $2,000,000.
8.5. Applicability. The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
9. Indemnification
9.1 Protection by GovSignals. GovSignals will indemnify, defend, and hold harmless Customer from and against all claims filed by a third party (i.e., someone other than Customer, Customer’s Affiliates, or Users), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees, that arise from that third party claim asserting that the Cloud Service, when used by Customer according to the terms of the Agreement and applicable Documentation, violates, misappropriates, or otherwise infringes upon that third party’s intellectual property or other proprietary rights. (“GovSignals Covered Claims”)
9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless GovSignals from and against all claims filed by a third party (i.e., someone other than GovSignals or its Affiliates), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees that arise from that third party claim asserting that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer). (“Customer Covered Claims”)
9.3 Procedure. The Indemnifying Party’s obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
9.4 Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a GovSignals Covered Claim, GovSignals may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.
9.5 Exclusions.
a. GovSignals’ obligations as an Indemnifying Party will not apply to GovSignals Covered Claims that result from (i) modifications to the Product that were not authorized by GovSignals or that were made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by GovSignals; or (iv) use of an old version of the Product where a newer release would avoid the GovSignals Covered Claim.
b. Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.
9.6 Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
10. Confidentiality
10.1 Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
10.3 Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.
10.4 Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone’s compliance with the terms of this Section 10 (Confidentiality).
10.5 Continuing Obligations. The confidentiality, non-use and non-disclosure obligations will survive the termination of the Agreement and remain in effect as long as the Recipient retains the Confidential Information and for at least two years thereafter. Upon termination of this Agreement, or upon written notice given by either party to the other, each Recipient will return or destroy all copies of the Discloser’s Confidential Information, except that, if required by law or to comply with the party’s record retention policies an archival copy of the Confidential Information may be retained solely for that purpose and subject to the continuing obligations of this Section.
11. Reservation of Rights
11.1 E Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content) and 1.6 (Machine Learning), Customer retains all rights, title, and interest in and to the Customer Content.
12. Dispute Resolution; Agreement to Arbitrate
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AND WAIVER OF THE RIGHT TO TRIAL BY JURY:
12.1 MANDATORY ARBITRATION. Customer and GovSignals agree to resolve any claims arising out of or relating to this Agreement or GovSignals’ services to Customer, regardless of when the claim arose, even if it was before this Agreement existed (a “Dispute”), through final and binding arbitration.
12.2 Informal Dispute Resolution. Before either party commences an arbitration claim, both agree to try to resolve the Dispute informally. A party with a dispute may initiate this informal process by delivering written notice to the other party briefly stating the basis for the Dispute and resolution sought or amount claimed due. Thereafter, the parties agree to make good faith effort to confer to try and reach a resolution. The parties also agree to attend an informal settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process. If the parties are unable to resolve a Dispute within 30 days, either party may initiate arbitration.
13.3 Arbitration Forum. Customer or GovSignals may commence binding arbitration through National Arbitration and Mediation (NAM), an alternative dispute resolution GovSignals, and if NAM is not available, Customer and GovSignals will select an alternative arbitral forum (including JAMS). The initiating party must pay all filing fees for the arbitration. Payment for other administrative and arbitrator’s costs will be governed by the arbitration forum’s rules.
13.4 Arbitration Procedures. The arbitration may be conducted remotely via web-based video conference, based on written submissions, or in person in New York City or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by NAM under its then-prevailing rules. All substantive disputes are for the arbitrator to decide, The arbitrator will be authorized to (i) hear and decide any motions brought by the Parties, including dispositive motions, and (ii) may award the prevailing party in arbitration its reasonable attorney’s fees, costs and forum incurred in the arbitration proceeding.
13.5 Exceptions. Nothing in this Agreement requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) injunctive or other equitable relief to stop unauthorized use or abuse of the Services, misappropriation of trade secrets or confidential information, or intellectual property infringement.
13.6 NO CLASS ACTIONS. Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
13.8 Injunctive Relief. Nothing in this section will be deemed to waive or otherwise limit the right to seek interim injunctive or other equitable relief or any other non-waivable right in a court of competent jurisdiction, pending a ruling on the substance of that claim from the arbitrator.
BY USING THE SERVICES, CUSTOMER AND GOVSIGNALS VOLUNTARILY AGREE TO THE FOREGOING AGREEMENT TO ARBITRATE DISPUTES AND WAIVE THE RIGHT TO TRIAL BY JURY.
14. Updates Terms of Service and Policies.
14.1 Updates. The regulatory landscape concerning artificial intelligence is developing rapidly. From time to time, GovSignals reserves the right in its discretion to revise, supplement or update its Terms of Service, usage, and other policies by providing reasonable notice, including by posting the update on its website. If, in GovSignals’ sole judgment, an update materially impacts Customer’s rights or obligations, GovSignals will provide at least 30 days’ notice before the update goes into effect - unless the update is necessary for to comply with applicable law, in which case GovSignals will provide as much notice as reasonably possible. Any other updates will be effective 7 days after the date that notice is posted together with the updated Terms of Service or GovSignals Policies. Customer’s continued use of, or access to, the Product after an update goes into effect will constitute acceptance of the update.
14.2 Exceptions to Updates. Except for an update to comply with applicable law, updates to these Terms of Service or to GovSignals Policies will not apply to: (a) Disputes between Customer and GovSignals arising prior to the update; or (b) any Master Subscription Agreement(s) signed by Customer and GovSignals (as opposed to an automated ordering page) prior to GovSignals notifying Customer of the update to the extent that those updates conflict with the material terms of such agreement. To the extent an update relates to a service or feature launched after Customer entered the Agreement, it will be effective on Customer’s first use of such service or feature.
15. General Terms
15.1 Entire Agreement. This Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. GovSignals expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized GovSignals representative, regardless of what such terms may say.
15.2 Modifications, Severability, and Waiver. Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, it will be severed, and the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
15.3 Governing Law. New York law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions.
15.4 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
15.5 Beta Products. If GovSignals gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 6.3 (Representations & Warranty From GovSignals) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at GovSignals's discretion with or without notice.
15.6 Logo Rights. GovSignals may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of GovSignals' products and services.
15.7 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
15.8 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
15.9 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.
15.10 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligation to pay Fees.
15.11 Export Controls. Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. GovSignals may terminate this Agreement immediately without notice or liability to comply, as determined in GovSignals’ sole discretion, with applicable export controls and sanctions laws and regulations.
15.12 Government Rights. The Cloud Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
15.13 Anti-Bribery. Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist GovSignals or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
15.4 Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
16. Definitions.
The following definitions apply to the Defined Terms in these Terms of Service:
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
“Agreement” means the Order Form between GovSignals and Customer together with the Cover Page and these Terms of Service.
“Applicable Data Protection Laws” means the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern GovSignals or Customer.
“Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
“Cloud Service” means the product described in the Order Form. It refers to our artificial intelligence-driven software applications and services, our technology stack, and any related programs, tools, applications, features, AI models, code, algorithms, and interfaces.
“Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page. Customer’s Confidential Information includes non-public Customer Content and GovSignals’ Confidential Information includes non-public information about the Product.
“Covered Claim” means either a GovSignals Covered Claim or Customer Covered Claim.
“Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
“Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by GovSignals.
“Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
“Feedback” means suggestions, feedback, or comments about the Product or related offerings.
"Fees" means the applicable amounts described in an Order Form.
“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
“High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
“Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.
"OFAC" means the United States Department of Treasury's Office of Foreign Assets Control.
“Order Form” means a Cover Page that includes the key business details and variables for this Agreement that are not defined in the Terms of Service. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Cloud Service, length of Subscription Period, or other details about the Product as well as pricing and payment terms.
“Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
"Product” means the Cloud Service, Software, and Documentation.
“Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
“Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.
“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.
“Software” means the client-side software or applications made available by GovSignals for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
“Subscription Period” means the term of the Agreement and license purchased by Customer to use the Platform. It is stated in the accepted Order Form for the purchased services.
“Usage Data” means functional data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
“User” means any individual who uses the Product on Customer’s behalf or through Customer’s account. For business entity customers, authorized users must be employees or agents of the same company (i.e., each must generally have a common company email domain).
"Variable" means a word or phrase that is highlighted and capitalized, such as Subscription Period or Governing Law.
THIS AGREEMENT SETS FORTH AND SETTLE THE TERMS ACCORDING TO WHICH THE CUSTOMER MAY USE THE SERVICES. BY USING THE SERVICES, THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD AND AGREES TO BE BOUND BY THESE TERMS. THE CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF THE CUSTOMER IS ACTING ON BEHALF OF AN ORGANIZATION OR COMPANY, IT HAS THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
