ALL GOVGENIE CUSTOMERS AND USERS:

ALL VISITORS:

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE (“TOS”) FOR THE GOVGENIE VISITOR SITE (“THIS SITE”) BEFORE USING THIS SITE. By continuing to access or use this Site, or any service on this Site, you signify YOUR ACCEPTANCE OF THE TOS. GovGenie reserves the right to amend, remove, or add to the TOS at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the TOS whenever using this Site. Your access to or use of this Site, or any service on this Site, after the posting of modifications to the TOS will constitute YOUR ACCEPTANCE OF THE TOS, as modified. If at any time you do not wish to accept the TOS, you may not access or use this Site. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by GOVGENIE and shall be of no force or effect.

A. General Terms

1.       User Consent to the TOS.

a.       You represent that you have read and agree to be bound by the TOS; and b) You represent, warrant, and covenant that you are at least eighteen (18) years old.

2.       Intellectual Property.

a.       This Site, including but not limited to, its information, data, materials, software, functionality, services, content, text, audio, video, and graphics (the “Service”), is proprietary and is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns, directories, and other elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright restrictions displayed in connection with the Service.

b.       You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by GOVGENIE and others (including certain information sources) (individually and collectively, “IP Rights Holders”) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of the IP Rights Holders. You acknowledge and agree that you have no ownership rights in or to the Service and that no such rights are granted under the TOS. You agree to protect the proprietary rights of the IP Rights Holders during and after your use of the Service. You shall honor and comply with all written requests made by the IP Rights Holders to protect their contractual, statutory, and common law rights in the Service with the same degree of care used to protect your own proprietary rights, which in no event shall be less than reasonable efforts. You agree to notify GOVGENIE in writing promptly upon becoming aware of any claim that the Service infringes any patent, copyright, trademark, or other contractual, statutory, or common law rights. GOVGENIE shall retain all rights to all data comprising or included in the Service (including without limitation related information, such as informational materials and videos). The granting of this license does not affect the ownership of any data or materials, whether tangible or intangible. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the “Intellectual Property Rights”) shall, as between you and GOVGENIE, at all times be and remain the sole and exclusive property of GOVGENIE.

c.       You shall not use any of GOVGENIE’s or its affiliates’ trademarks, trade names, or service marks in any manner that creates the impression that such names and marks belong to or are identified with you or that you are associated with or licensed by GOVGENIE or its affiliates to use such names or marks, and you acknowledge that you have no ownership rights in or to any of these names or marks. Except as specifically permitted by the TOS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without GOVGENIE’s prior written approval.

3.       Licenses and Restrictions.

a.       License. You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, you must do so in accordance with the TOS. Such download is licensed to you by GOVGENIE ONLY for your own personal, noncommercial use in accordance with the TOS, may not be disseminated to any third party, does not transfer any other rights to you, and shall not be used for any illegal purpose or in any manner inconsistent with the provisions of the TOS.

b.       Submissions. If you submit material to this site or to GOVGENIE or its representative, unless GOVGENIE indicates otherwise, you grant GOVGENIE a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to access, store, or reproduce such material for that user’s personal use. You grant GOVGENIE the right to use the name that you submit in connection with such content. You represent and warrant that you own or otherwise control all of the rights to the material that you submit; that the material you submit is truthful and accurate; that use of the material you supply does not violate this TOS and will not cause injury to any person or entity; and that you will indemnify GOVGENIE and its suppliers, agents, directors, officers, employees, representatives, successors, and assigns for all claims resulting from material you supply. GOVGENIE and its suppliers, agents, directors, officers, employees, representatives, successors, and assigns disclaim any responsibility and assume no liability for any material submitted by you or any third party.

c.       Restrictions. Except as expressly permitted in the TOS, you shall not (i) recirculate, distribute, scrape, store, transmit, publish, broadcast, copy, download, create derivative works or otherwise use the Service or any portion thereof in any form or by any means except with the prior written consent of GOVGENIE, and the consent of certain third-party providers data or of portions of the Service, as applicable; (ii) share, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, the Service or any portion thereof; or (iii) store any data or portion of the Service in, or route the same to, any database or server. You shall not sell, license, or distribute any portion of the Service to third parties or use any portion of the Service as a component of or as a basis for any material offered for sale, license, or distribution. Notwithstanding anything to the contrary in the TOS, you may not use or distribute, and may not permit any third party to use or distribute, the Service in any manner (including, without limitation, with respect to quantity, frequency of access, or distribution or scope of distribution, as applicable) that could, in GOVGENIE’s good faith judgment, either cause the Service so used to: (w) be a source of or substitute for the Service or data; (x) affect GOVGENIE’s ability to realize revenue in connection with the Service or data; (y) compete with the business of GOVGENIE or its affiliates; or (z) negatively affect GOVGENIE’s network or servers, including without limitation the speed of delivery of data. Notwithstanding anything to the contrary in the TOS, GOVGENIE, in its sole discretion, reserves the right to terminate your access to and use of the Service, or any portion thereof, and temporarily or permanently to block access to the Service, including the ability to download any content, at any time without notice and effective immediately. Unauthorized access or use of the Service is unlawful and GOVGENIE and its suppliers shall have all rights provided by law to prevent such access or use and to collect damages in such event.

d.       Additional Restrictions: Except as expressly permitted in the TOS, you shall not (i) use the Service in any manner that could harm, take over, disable, overburden, or otherwise impair any of GOVGENIE’s or its affiliates’ computer systems; (ii) interfere with any other party’s use and enjoyment of the Service, or any of the content, information or services provided on this Site; (iii) access, monitor or copy any content or information on this Site, including but not limited to user information, or this Site’s architecture, using any robot, spider, scraper, web crawler, or other automated means or any similar manual process or any software; (iv) violate the restrictions in any robot exclusion headers of this Site, if any, or bypass or circumvent other measures employed to prevent or limit access to the Service; (v) attempt to gain unauthorized access to any services, servers, or networks used by this Site through any means; (vi) attempt to gain access to the Service through any means not intentionally made available by GOVGENIE; (vii) use the Service, the information contained therein, or any trademarks, trade names, service marks, copyrights, or logos of GOVGENIE or its affiliates in unsolicited mailings or spam material; (viii) use the Service for any illegal or unlawful purpose, including, but not limited to, engaging in (or attempts to engage in) stalking, fraud, harassment, any criminal activity, and conspiracy to commit any criminal activity; or (ix) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, but not limited to, by using another person’s username, password, name, likeness, voice, or photograph.

4.       Fees and Charges.

a.       The License granted herein is provided on a gratis basis, but only includes limited access to the Site. GOVGENIE reserves the right at any time to charge fees for access to any and all portions of the Site that are currently available on a gratis basis. Full access to the GOVGENIE product and related services requires you to enter into a separate agreement with GOVGENIE or an affiliate designated by GOVGENIE, which agreement would govern your rights and responsibilities related thereto.

5.       Registration, Access, and Security.

a.       Registration and User ID. As part of the registration process which may be necessary to obtain access to the Service or certain portions thereof, certain registration information may be provided to GOVGENIE. You represent that (i) you have completed any registration process necessary to use this Site, and (ii) any registration information you provide is accurate and truthful. You shall promptly update the registration information through the Service (including via any functionality and/or equipment provided by GOVGENIE) or as otherwise directed by GOVGENIE in order to keep such information true, accurate, and up to date. Each registration is for a single user only. GOVGENIE reserves the right to deny creation of your account based on GOVGENIE’s inability to verify the authenticity of your registration information. If, as a part of such registration, GOVGENIE provides you with the ability to select a username, you shall not: (i) select a username already used by another person; (ii) use a username in which another person has rights without such person’s authorization; or (iii) use a username or password that GOVGENIE, in its sole discretion, deems offensive or inappropriate. You agree to treat your username and password (individually and collectively, “User ID”) as confidential and not to disclose such User ID, either directly or indirectly, to any person. You are fully responsible for all of your usage of and activity relating to the Service including, but not limited to, any use of the User ID. Only you may access a password-protected portion of the Service through the User ID and access may not be shared with any other person or used in any manner that is inconsistent with the TOS. You agree to maintain only one account with the Service at any time and certify that you currently have no other account(s) with the Service. You also agree not to access the Service simultaneously from two or more devices.

b.       Security. You agree (i) promptly to notify GOVGENIE of any known or suspected unauthorized use(s) of the Service, including but not limited to the User ID, or any known or suspected breach of security, including but not limited to, loss, theft, or unauthorized disclosure of a User ID; and (ii) properly to exit any password-protected portion of the Service at the end of each session. GOVGENIE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PERSON OR ENTITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THESE REQUIREMENTS. If a device on which the Service is accessed is sold or transferred to another party, you shall delete all cookies, data, software files and other materials obtained by or through use of the Service that are stored on such device. Notwithstanding anything else herein, GOVGENIE reserves the right to pursue any and all claims against you and any person or entity using your User ID.

c.       Audit, Monitoring, and Disclosure of Information. GOVGENIE and its affiliates reserve the right periodically to audit and monitor (physically or electronically) your use of the Service to ensure compliance with the TOS and to maintain and improve the provision of the Service. GOVGENIE and its affiliates shall have the right to use and disclose information obtained from or input by you as part of any legal process or proceeding, as required by law or as otherwise permitted under the privacy policies that may be accessed from the Site.

6.       Disclaimer and Limitation of Liability.

a)       Warranties. Each time you use the Service, you shall be deemed to represent, warrant, and covenant to GOVGENIE that: (i) you have all requisite regulatory and legal authority to enter into and be bound by the TOS; and (ii) your use of the Service complies with all applicable laws, rules, and regulations. You covenant that you shall not use the Service or any information obtained through the Service in violation of any law.

b)      Liability. NEITHER GOVGENIE NOR ITS AFFILIATES MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE OR RESULTS TO BE ATTAINED BY YOU OR OTHERS FROM THE USE OF THE SERVICE AND EACH DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE AND ALL PORTIONS THEREOF ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GOVGENIE does not warrant that the Service is compatible with your equipment or that the Service, or that any electronic communications sent by GOVGENIE or its affiliates, are or will be free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files, and GOVGENIE and its affiliates are not liable for any damage you may suffer as a result of such destructive features. None of GOVGENIE, its affiliates, or their respective suppliers and third-party agents shall have any responsibility or liability, contingent or otherwise, for any injury or damages, whether caused by the negligence of GOVGENIE, its affiliates, any of their respective employees, subcontractors, agents or equipment vendors or otherwise, arising in connection with the Service, or for any lost profits, losses, incidental, consequential, special, punitive, or exemplary damages or for any claim against you by any other party, even if GOVGENIE has been advised specifically of the possibility of such damages. None of GOVGENIE, its affiliates, or their respective suppliers guarantee the accuracy, correctness, completeness, quality, or timeliness of the Service or any programs, data, or other information furnished in connection therewith. You are solely responsible for the accuracy and adequacy of the data and information you use and the resultant output thereof. Notwithstanding anything to the contrary set forth herein, to the maximum extent permitted by law, none of GOVGENIE, its affiliates, or their respective suppliers shall, directly or indirectly, be liable, in any way, to you or any other person for any inaccuracies, delays, errors, or interruptions in the Service from whatever cause, or any loss or damage arising therefrom or occasioned thereby, or by reason of any nonperformance. GOVGENIE does not control the content of other web sites, services, goods, or advertisements that may be linked to the Service and therefore is not responsible for the availability, content, or accuracy of linked web sites, services, goods, or advertisements. Notwithstanding the foregoing, the TOS shall not limit any liability for death or personal injury directly resulting from negligence if and to the extent such limitation would violate applicable law. No action, regardless of form, arising out of or pertaining to the Service may be brought by you more than one year after the cause of action has accrued. YOU ASSUME ALL RESPONSIBILITIES AND OBLIGATIONS WITH RESPECT TO ANY DECISIONS OR ADVICE MADE OR GIVEN AS A RESULT OF THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE SERVICE.

c)       Force Majeure. No party shall be liable to the other for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party or parties affected.

d)      Remedies. If you breach or threaten to breach any provision of the TOS, GOVGENIE shall be entitled to seek injunctive relief to enforce the provisions hereof, but nothing herein shall preclude GOVGENIE from pursuing any action or other remedy for any breach or threatened breach of these TOS, all of which shall be cumulative. If GOVGENIE prevails in any such action, GOVGENIE shall be entitled to recover from you all reasonable costs, expenses, and attorneys’ fees incurred in connection therewith. GOVGENIE retains the right to block access to the Service on a temporary or permanent basis if GOVGENIE, in its sole discretion, believes the Service has been or may be used for an improper purpose or in violation of the terms of the TOS or the rights of any third party.

e)      Third-Party Communications. GOVGENIE disclaims all liability for any third-party communication you may receive or any actions you may take or refrain from taking as a result of any communication directed to you from any third party directly or indirectly in connection with this Site and the Service provided herein (“Third-Party Communication”). You are solely responsible for assessing and verifying the identity and trustworthiness of the source and content of any Third-Party Communication. GOVGENIE assumes no responsibility for verifying, and makes no representations or warranties regarding, the identity or trustworthiness of the source or content of any Third-Party Communication.

7.       Parties.

a.       You recognize that GOVGENIE, its affiliated entities, their suppliers, and their affiliated entities (together, the “Covered Entities”), each have rights with respect to the Service, including the software, data, information and other items provided by GOVGENIE and its affiliated entities by reason of your use of the Service. Section 6 shall be for the benefit of the Covered Entities and the respective affiliates, successors, assigns, officers, directors, employees and representatives of the Covered Entities. The term “GOVGENIE” as used in Section 6 hereof includes all the Covered Entities.

8.       Termination.

a.       You may terminate the TOS, with or without cause and at any time, by discontinuing your use of the Service and destroying all materials obtained from the Service. Notwithstanding anything to the contrary in the TOS, GOVGENIE reserves the right to terminate the TOS, or suspend or terminate your access to and use of the Service, or any portion thereof, in its sole discretion, at any time without notice and effective immediately. The TOS and your access to the Service will terminate immediately without notice from GOVGENIE if you, in GOVGENIE’s sole discretion, fail to comply with any provision of the TOS. Upon termination of the TOS by you or GOVGENIE, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof. GOVGENIE shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service or access to portions thereof.

9.       Governing Law.

a.       The TOS shall be governed by and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof. You agree to submit to the exclusive jurisdiction of the federal and state courts located in New York County, New York in connection with any matters arising out of this TOS and not to assert a defense of forum non conveniens, sovereign immunity, Act of State, or analogous doctrines in connection with any such action.

10.   United States Export Control & Foreign Assets Control Regulations.

a.       GOVGENIE does not represent that materials in the Service are appropriate or available for use in any particular location. Those who choose to access the Service do so on their own initiative and are responsible for compliance with all applicable laws. By accessing the Service, you represent and warrant that you are not (a) located in, or a national or resident of, any country that is subject to U.S. trade sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) that prohibit the export of U.S. services, or (b) a person or entity named on OFAC’s List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or acting on behalf of any person or entity on the SDN List.

b.       To the extent that any software is made available as part of the Service, such software is subject to U.S. export controls and may not be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods; or (ii) to anyone on or acting on behalf of an entity on the SDN List or the U.S. Commerce Department’s Denied Persons List or Entities List (together referred to as “U.S. Prohibited Party Lists”). By downloading or using such software, you represent and warrant that you are not (a) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or (b) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.

11.   Entire Agreement/Severability/Waiver.

a.       The TOS, the documents and policies incorporated herein, either in their entirety or by explicit reference, and any other terms and conditions on this Site constitute the entire agreement between you and GOVGENIE and govern your use of the Service. If any provision of the TOS is found invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force. GOVGENIE’s failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GOVGENIE in writing.

12.   Miscellaneous.

a.       You agree that GOVGENIE has the right to change the content or technical specifications of any aspect of the Service at any time in GOVGENIE’s sole discretion. You further agree that such changes may result in your being unable to access the Service. The section titles in the TOS are used solely for the convenience of you and GOVGENIE and have no legal or contractual significance. Sections 2, 3(b), 3(c), 3(d), 5(b) and 6 through 15 shall survive any termination of the TOS.

13.   Assignment/Delegation.

a.       You may not assign the TOS or the rights hereunder without the prior written consent of GOVGENIE. GOVGENIE may assign the TOS to an affiliate. You acknowledge and agree that GOVGENIE may delegate certain of its responsibilities, obligations, and duties under or in connection with the TOS to a third party or affiliate, which may discharge those responsibilities, obligations, and duties on behalf of GOVGENIE.

14.   Electronic Communications.

a.       When you visit this Site and when you communicate with GOVGENIE electronically, you consent to receive communications from GOVGENIE electronically. You agree that all notices, disclosures, and other communications that GOVGENIE provides to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form.

15.   Linking and Framing.

a.       You may not frame this Site. Upon linking to this Site pursuant to the TOS, you will be granted a non-exclusive, non-transferable, royalty-free sublicense to use the mark owned by GOVGENIE or its affiliates solely for providing an underlined, textual link from your web site to the publicly accessible home page of this Site at www.GovGenie.com, provided that, you do not link this Site to any web site containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. You may not link your web site to any other web pages of this Site and you may make no other use of the marks, names, or logos of GOVGENIE or its affiliates without express written permission from GOVGENIE or its affiliates. Any violation of this provision may, in GOVGENIE’s or any of its affiliate’s discretion, result in termination of your use of and access to this Site effective immediately.

16.   Inquiries Regarding This Site’s Content

a.       For inquiries, you should contact GovGenie at info@govgenie.com

17.   General Inquiries.

a.       Please send general inquiries regarding intellectual property issues to info@govgenie.com