Terms of Service

All subscribers agreed to the following terms of service.

1.  Introduction and Acceptance

These Terms of Use ("Terms") are a legal agreement between the company or other entity which you represent ("Subscriber") and Compusearch Software Systems, Inc. ("Compusearch") governing Subscriber's use of Compusearch's FedConnect portal application service ("FedConnect Service").  If you do not agree to these Terms, do not use the FedConnect Service.  If, however, you do agree to these Terms, please indicate your acceptance of them on behalf of the Subscriber by clicking "Subscriber Agrees" on the button below.  Compusearch may, from time to time, revise these Terms.  In such event, Compusearch will give Subscriber thirty (30) days prior written notice (to the subscriber's email address) before the revisions take effect, during which time Subscriber may, if it does not agree with the revised terms, terminate these Terms and stop using the FedConnect Service.  By clicking "Subscriber Agrees," you represent and warrant that you are authorized to bind Subscriber to these Terms.

2.  Features

The FedConnect Service consists of some or all of the following features:  (i) a searchable data base of solicitations for government contracts; (ii) a mechanism for subscribers to communicate with contracting officers and other employees of the United States Government (the "Government") concerning solicitations and contracts; (iii) mechanisms to place bids on government contracts and receive notice that a government contract has been awarded; and (iv) a mechanism that permits subscribers to store and print records from the message center of their communications and transactions with the Government.  Compusearch reserves the right, in its sole discretion, to modify such list of features, including discontinuing some features or making changes to the features themselves, at any time, provided however, that Compusearch will give Subscriber thirty (30) days notice before discontinuing, or materially reducing the functionality of, any significant features of the FedConnect Service.

3.  Restrictions

As a condition of its use of the FedConnect Service, Subscriber agrees to abide by the restrictions and other limitations set forth in Exhibit A.  Moreover, Subscriber agrees to promptly notify Compusearch if Subscriber becomes aware of any violations of the provisions of these Terms by any of its employees or others using Subscriber's account.  Compusearch reserves the right to monitor Subscriber's use of the FedConnect Service for any of the activity as described in Exhibit A and, without prior notice, to terminate Subscriber's account in the event that Subscriber has failed to comply with any of the restrictions or other limitations set forth in Exhibit A, or any of the other terms of these Terms.

4.  Fees

The FedConnect Service is currently offered to Subscribers free of charge.  Nevertheless, Compusearch reserves the right, in its sole discretion, to charge for the FedConnect Service and/or certain features of the FedConnect Service at a later date.  In such event, Compusearch will give Subscriber thirty (30) days prior written notice before any fees for the FedConnect Service take effect, during which time Subscriber may, if it objects to such fees, terminate these Terms and stop using the FedConnect Service.

5.  License Grant

5.1 Compusearch hereby grants Subscriber a non-exclusive, non-transferable, royalty-free license, during the Term (as defined in Section 6), to use any software that comprises the FedConnect Service solely as required to use the FedConnect Service and in accordance with these Terms.

5.2 Subscriber will not copy, rent, lease, reverse engineer, decompile, disassemble, modify, create derivative works of, translate, or redistribute such software.

6.  Term and Termination

Once Subscriber has registered, Subscriber may continue to use the FedConnect Service for so long as Subscriber continues to comply with these Terms, or until Compusearch discontinues the FedConnect Service, whichever comes first (the "Term").  Subscriber acknowledges and agrees that Compusearch may terminate these Terms and deny access to the FedConnect Service with or without prior notice if Subscriber or anyone accessing the FedConnect Service through Subscriber'''s account engages in any conduct or activities that Compusearch, in its sole discretion, believes violates any of these Terms.  Subscriber will be provided with its records (such as its proposals, emails, deliverables and contracts) stored in FedConnect upon submission of a written request.  The following sections of these Terms will survive termination: 5.2, 6, 8, 10, and 12-17 (survivability of Section 12 and 17.1 is applicable only if the Subscriber is a commercial entity).

7.  Equipment

Subscriber is solely responsible for procuring, maintaining, and installing at its own expense any computers, browsers, software, and long-distance data transmission services required to use the FedConnect Service.

8.  Proprietary Rights

Subscriber acknowledges and agrees that the FedConnect Service, including its features, software, components, and databases, are proprietary to Compusearch and its licensors and comprise original works of authorship as well as compiled information selected, arranged, coordinated, and maintained by Compusearch at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Compusearch.  The Subscriber will not engage in any act or omission that would impair Compusearch''s and its licensors'' copyrights, patent rights, trade secret rights, or trademark rights in the FedConnect Service.  In addition, Subscriber acknowledges and agrees that certain of the names and logos displayed via the FedConnect Services are trade names, trademarks, service marks, or logos of Compusearch.  Subscriber is not authorized to use any of the foregoing in any advertising, printed works or any materials without Subscriber's written permission.  Subscriber agrees not to sell, license, distribute, copy, transmit or create derivative works from any of the proprietary content or materials appearing on or comprising the FedConnect Service.  Compusearch reserves all rights in the FedConnect Service, except the limited license rights granted to Subscriber hereunder.  Subject to the restrictions on use and disclosure set forth in Section 10, Compusearch will own all right, title, and interest, including all copyrights and other intellectual property rights, in and to all aggregations of Contact Information and Profile Information, as such terms are defined in Section 10.

9.  Security

Subscriber agrees that it is responsible for safeguarding the confidentiality of its usernames and passwords, and for preventing their disclosure or release to any third party. If Subscriber suspects that any of its usernames or passwords has been stolen or otherwise compromised, Subscriber will report this situation immediately to Compusearch at: security@compusearch.com .  Subscriber further agrees to accept all risks associated with the unauthorized use of lost or stolen usernames or passwords. Subscriber is fully responsible for all bids, transactions, communications, and other activities that are undertaken using any of its usernames or passwords.

10. Privacy and Confidentiality

10.1    Compusearch may require Subscriber and/or Subscriber's employees to provide user information (including name, phone/fax number, email address, etc.) ("Contact Information") in order to use the FedConnect Service.  In addition, the FedConnect Service may collect and/or store information regarding Subscribers' search activity, bidding activity, and records of Subscriber's communications and transactions with the Government (collectively, "Profile Information").  Compusearch will not use, or disclose such information to third parties, except under the following circumstances:    Compusearch may use Contact Information and Profile Information to communicate with Subscriber and to operate, maintain and improve the FedConnect Service.

10.2    Compusearch may disclose Contact Information and Profile Information to its employees, affiliates, consultants and contractors who are involved in operating, maintaining or improving the FedConnect Service and who agree to maintain the confidentiality of such information.  Compusearch may also disclose Contact Information and Profile Information to the Government entities that purchased the FedConnect software.

10.3    Compusearch may use Contact Information and Profile Information to track and research subscriber statistics that relate to Compusearch's products, services or customer service, and reserves the right to utilize Contact Information for Compusearch business operations.

10.4    Notwithstanding Sections 10.1-10.3, Compusearch will only permit its employees, consultants and contractors to access electronic communications (e-mails, bids, etc.) between Subscriber and the Government transmitted through the FedConnect Service if such employees, consultants and contractors are involved in the maintenance or support of the FedConnect Services and if they have agreed to maintain the confidentiality of such information.  In such regard, Compusearch has put in place a conflict of interest risk avoidance and mitigation plan that, among other things, restricts disclosure of such information to such employees, consultants and contractors.  A copy of such plan is available upon request.

10.5    Compusearch may use and disclose Contact Information and Profile Information in order to respond to subpoenas, court orders and legal process, to establish or exercise its legal rights, and to defend against legal claims.

10.6    Compusearch may use and disclose Contact Information and Profile Information if Compusearch believes it is necessary to investigate, prevent or take action regarding illegal activities, suspected fraud, or situations involving potential threats to physical safety of any person or as otherwise required by law.

10.7    Compusearch may transfer personally Contact Information and Profile Information if Compusearch undergoes a business transition, such as a merger or acquisition with or by another company, a filing for bankruptcy or if Compusearch sells all or substantially all of its assets relating to the FedConnect Service to another company.  Compusearch will make reasonable efforts to notify Subscriber at the contact address Subscriber has provided in the event that Contact Information or Profile Information has been transferred as a result of such a transition and may become subject to different rules regarding use or disclosure.

11. Representations, Warranties and Covenants

Each party represents, warrants, and covenants to the other that: (i) it has the requisite power and authority to execute and deliver these Terms and to perform all of its obligations hereunder.  Compusearch represents, warrants, and covenants to Subscriber that the execution, delivery, and performance of these Terms does not and will not result in a breach or constitute a default under any other agreement to which it is a party.  Subscriber represents, warrants, and covenants that the execution, delivery, and performance of these Terms, and its use of the FedConnect Service, does not and will not result in a breach or constitute a default under any other agreement to which it is a party.  Subscriber represents and warrants that the individual agreeing to these Terms, by clicking "Subscriber Agrees", has the legal authority to bind Subscriber hereto.

12. Indemnification  (Section 12 only applies if the Subscriber is a commercial business entity.)

12.1    Indemnification by Subscriber.  Subscriber agrees to indemnify, defend, and hold harmless Compusearch, its officers, agents, employees, successors, and assigns, from and against any and all losses, liability, damages, settlements, fees, judgments, costs or expenses (including reasonable attorney's fees) (collectively, "Losses") arising from any claims, demands, suits or actions by a third party (collectively, "Third Party Claims") arising out of or in connection with any breach of these Terms or violation of applicable law by Subscriber or anyone using the FedConnect Services through Subscriber's account.

12.2    Indemnification by Compusearch.  Compusearch agrees to indemnify, defend, and hold harmless Subscriber and Subscriber's, officers, agents, employees, successors, and assigns from and against any and all Losses arising from Third Party Claims alleging that Subscriber's use of the FedConnect Service in accordance with these Terms infringes or misappropriates any copyright, United States patent, trade secret right, or trademark.

12.3    Option in the Event of an Infringement Claim.  In the event of an infringement claim against Subscriber with respect to the FedConnect Service, or in the event Compusearch believes such a claim is likely, Compusearch will have the option, at its expense, to (i) modify the FedConnect Service so that it is non-infringing; or (ii) obtain for Subscriber a right to continue using the FedConnect Service.  If it is not commercially reasonable in Compusearch's judgment to perform either of the above options, then Compusearch may terminate these Terms on notice and refund any amounts paid by Subscriber hereunder.

12.4    Indemnification Procedures. If any person or entity entitled to indemnification hereunder (an "Indemnified Party") makes an indemnification request to the other, the Indemnified Party will permit the other party (the "Indemnifying Party") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party will not, without the consent of the Indemnified Party, enter into any settlement that imposes any obligations on the Indemnified Party other than the payment of monies that are readily measurable for purposes of determining the indemnification obligations of the Indemnifying Party.  The Indemnified Party will notify the Indemnifying Party promptly of any claim for which the Indemnifying Party is responsible and will reasonably cooperate with the Indemnifying Party to facilitate the defense of any such claim.

13. Responsibility for Communications

The FedConnect Service serves as an online venue for communications to take place between the Government and government contractors regarding solicitations, bids, and procurement-related issues.  The Government and Subscriber control and are solely responsible for any communications between them, including the decision whether to bid for a government contract, and whether to offer, or to procure, any goods or services.  Compusearch does not make any representation, warranty or covenant that:  (i) the individuals purporting to represent the Government are who they claim to be or have legal capacity to award or enter into contracts on behalf of the Government; (ii) the solicitations listed on the FedConnect Service are accurate, complete or genuine; or (iii) the Government will follow applicable law, or deal honestly or fairly or in good faith, with respect to its conduct in connection with the FedConnect Service.

14. Disclaimer

The database of Government solicitations included in the FedConnect Service is based on information compiled by Compusearch from both public and private sources.  Compusearch makes no representations, warranties or covenants with respect to the condition, quality, completeness, performance, authenticity or accuracy of data or information of any kind or the capacity, timeliness, or suitability of the FedConnect Service, or any data contained therein.  The FedConnect Service is provided solely on an "as is" basis, and Subscriber assumes all risks arising from its use of the FedConnect Service, including: (i) the risk that the Government solicitations or other data or information accessible through the FedConnect Service may be incorrect, outdated or false; (ii) that the FedConnect Service may be interrupted or malfunction; (iii) that communications, including emails and bids, transmitted through the FedConnect Service may be lost or never reach their intended recipients and that, as a result, among other consequences, Subscriber could miss deadlines to submit bids; and (iv) that persons purporting to be contracting officers or otherwise to represent the Government or to have the authority to bind the Government may not be contracting officers, may not represent the Government, and/or may not have such authority.  Compusearch will have no responsibility whatsoever for results Subscriber may obtain from the use of the FedConnect Service.  Through the FedConnect Service, Compusearch provides a forum where Subscriber, on the one hand, and the Government, on the other hand, may communicate with each other and arrange for transactions with each other, but Compusearch will not be responsible in any way for the results of any communications or transactions between Subscriber and the Government or any person purporting to act on behalf of the Government.  Subscriber acknowledges that Compusearch may also bid procurements that are conducted through the FedConnect Portal.  Compusearch's behavior on such procurements will be
governed by the Conflict of Interest mitigation plan submitted to the Government's designated approval authority for FedConnect.  By agreeing to these Terms of Use, Subscriber waives any right it may have in the future to make any protest, suit, or claim alleging that with respect to any bid Compusearch had, by virtue of its role as the provider of the FedConnect Service, a conflict of interest or unfair competitive advantage. "TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPUSEARCH DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR SUBSCRIBER'S PURPOSE, TITLE, SYSTEM INTEGRATION, AND ACCURACY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE FEDCONNECT SERVICE AND ANY RELATED SERVICES.  THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE FEDCONNECT SERVICE OR AGAINST INFRINGEMENT.  THERE IS NO WARRANTY THAT THE FEDCONNECT SERVICE OR ANY RELATED SERVICES OR COMPUSEARCH'S EFFORTS WILL FULFILL ANY OF SUBSCRIBER'S PARTICULAR PURPOSES OR NEEDS.

15. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL COMPUSEARCH BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, OR LOSS OF USE, ARISING OUT OF THE USE OR INABILITY TO USE THE FEDCONNECT SERVICE, OR ANY MALFUNCTION OF THE FEDCONNECT SERVICE, HOWEVER SUCH DAMAGES MAY ARISE, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF COMPUSEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPUSEARCH'S MAXIMUM AGGREGATE LIABILITY TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY RELATED TO OR IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO THE GREATER OF (i) THE AMOUNT OF FEES PAID BY SUBSCRIBER FOR THE FEDCONNECT SERVICE DURING THE PREVIOUS TWELVE (12) MONTHS OR (ii) $1,000. THE FOREGOING EXCLUSIONS AND LIMITATION OF LIABILITY AND DAMAGES WILL NOT APPLY TO CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY.

16. Basis of the Bargain; Failure of Essential Purpose

Subscriber acknowledges that Compusearch has set its fees and entered into these Terms in reliance on the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in these Terms will survive and apply to the maximum extent permitted by law even if found to have failed of their essential purpose.

17. General

17.1    Governing Law; Dispute Resolution.  Section 17.1 only applies if the Subscriber is a commercial business entity.   These Terms will be interpreted, construed, and enforced in all respects in accordance with the laws of the Commonwealth of Virginia without reference to its choice of law principles. The parties agree not to commence or prosecute any suit or claim to enforce these Terms or otherwise arising under or by reason of these Terms, other than in the federal and state courts of competent jurisdiction in the Commonwealth of Virginia.

17.2    Links.  This FedConnect Service may contain links to third party sites, which are not under Compusearch's control. Compusearch is not responsible for the contents of, nor does it endorse, any third party sites that may be linked through the FedConnect Service.

17.3    Severability.  If any provision of these Terms is found to be invalid, all other terms and conditions of these Terms will remain unaffected and will continue in full force and effect.

17.4    Including.  "Including," whether or not capitalized, means "including, but not limited to."

17.5    Waiver.  The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

17.6    Notices.  Any notice required or permitted to be given under these Terms will be effective if it is in writing and sent by certified or registered mail, or nationally recognized overnight courier, return receipt requested, to the appropriate party, and with the appropriate postage affixed, to the appropriate address.  Compusearch's address for purposes of notice is: 21251 Ridgetop Circle, Sterling, Virginia 20166.  Subscriber's address for notice purposes is the address it provided during registration.  Either party may change its address for purposes of notice by giving notice to the other party in accordance with this Section 17.6.

17.7    Assignment.  Subscriber may not assign its rights or delegate its duties under these Terms either in whole or in part without the prior written consent of Compusearch.  Compusearch may assign these Terms at any time.

17.8    Independent Contractors.  Compusearch and Subscriber are independent contractors and these Terms will not establish any relationship of partnership, joint venture, employment, franchise or agency between them.  Neither party will have the power to bind the other or incur obligations on the other's behalf.

17.9    Integration.  These Terms constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such subject matter.

17.10    FCPA; Export Control.  Subscriber will comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury and any other U.S. or foreign agency or authority.  Subscriber will not export or re-export or permit the export or re-export in violation of any such laws, restrictions or regulations of any product, technology or information it obtains pursuant to these Terms.

EXHIBIT A

Subscriber will not do or attempt to do any of the following by means of or in connection with the FedConnect Service:

1.  use or attempt to use the FedConnect Service for any unlawful purpose. This includes, but is not limited to, posting, storing, transmitting or disseminating information, data or material which is libelous, obscene, unlawful, threatening, defamatory, or which infringes the intellectual property rights of any person or entity, or which in any way constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law;

2.  upload, post, publish, transmit, reproduce or distribute any false or misleading statements or information, including any statements, claims, or information in violation of 31 U.S.C. Section 3729 et seq., whether to Compusearch, the Government or any other person or entity;

3.  harass, threaten, embarrass or cause distress or discomfort to the Government, Compusearch or any employees, agents or contractors of either, or any other person or entity;

4.  impersonate any other person or entity, misrepresent its affiliation with any other person or entity, engage in sender address falsification, forge any digital or manual signature, or engage in any other similar fraudulent activity;

5.  upload, post, publish, transmit, reproduce, or distribute or in any way exploit, information, software or other material obtained through the FedConnect Service that is protected by copyright or other proprietary or intellectual property right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder;

6.  upload, post, publish, transmit, reproduce, link, resell, lease, rent, license or distribute or in any way exploit for commercial purposes the FedConnect Service, portions or features of the FedConnect Service, or any information or other material obtained through the FedConnect Service for commercial purposes (other than for the purpose of bidding on government contracts in accordance with these Terms or as expressly permitted by the provider of such information or other material) or create any derivative works of the FedConnect Service or portions or features of the FedConnect Service;

7.  upload, post, publish, transmit, reproduce, link or distribute: (i) any bulk e-mails, advertisements, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; or (ii) any information or software which contains a virus Trojan horse, worms, time bombs, cancelbots or other harmful computer programming routine that may damage, interfere with, intercept or expropriate any system, data or personal information;

8.  gain unauthorized access to or otherwise breach the security of other computer systems, networks, telecommunications facilities, software, bidding information or data of Compusearch, the Government, other government contractors, or any other person or entity, or use or distribute any software or other tools or devices designed to compromise privacy or security;

9.  restrict, inhibit, interfere with or otherwise disrupt the ability of any other subscriber to use or enjoy the FedConnect Service;

10. restrict, inhibit, interfere with or otherwise disrupt or cause a performance degradation to the FedConnect Service or any Compusearch (or Compusearch supplier) host, server, backbone network, node or service, or otherwise cause a performance degradation to any Compusearch (or Compusearch supplier) facilities used to deliver the FedConnect Service;

11. use data mining, robots or other similar data gathering and extraction tools, or copy content on the FedConnect Services; or

12. upload, post, publish, transmit, reproduce or distribute any data, information or other material that Subscriber does not have the right to upload, post, publish, transmit, reproduce or distribute (such as insider information, or proprietary and confidential information).

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