ONLINE SUBSCRIPTION AGREEMENT

This Online Subscription Agreement ("Agreement") is made and entered into upon acceptance date (the "Effective Date") company and person, on behalf of itself and its Affiliates, the acceptee ("Customer"), with GovSearch LLC ("Company"), with its offices located at 1861 International Dr., Suite 270, McLean, VA, 22102 (each a "Party," collectively the "Parties")

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR ONLINE SUBSCRIPTION.

BY ACCEPTING THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. DEFINITIONS

The following definitions are used in this Online Subscription Agreement (“Agreement”):
1.1. “Customer” has the meaning attributed to it in the first unnumbered paragraph of this Agreement.
1.2. “Company” has the meaning attributed to it in the first unnumbered paragraph of this Agreement.
1.3. “Effective Date” means the first date after which the Customer has delivered to Licensor the applicable subscription fees, or Purchase Order (“PO”), a signed Order Form, and this Agreement signed and dated, and Licensor has accepted the Order Form.
1.4. “Licensed Content” means the specific content sets listed in the Order Form.
1.5. “Licensor” means GovSearch LLC, a Virginia limited liability company.
1.6. “Named Users” means Customer’s employees and agents authorized to access Licensed Content as indicated on the Named User List provided to Company buy Customer at time of purchase.
1.7. “Order Form” means the document captioned “Online Subscription Order Form” signed by the Parties, incorporating this Agreement by reference.
1.8. “Party”, “Parties” have the meaning attributed to it in the first unnumbered paragraph of this Agreement.
1.9. “Subscription” means this Online Subscription Agreement together with the Order Form.
1.10. “Term” means the initial Subscription term, which is initially one year from the Effective Date.
1.11. “Website” means any domain name maintained by Licensor and from which Customer may access Licensed Content.

2. LICENSE GRANT

2.1 Licensor grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Licensed Content during the Term, solely by the Named Users and solely for Customer’s internal business purposes and not for re-distribution to any third party, subject to the terms and conditions of the Subscription.
2.2 Customer may retrieve Licensed Content from the Website only by individual searches executed by a Named User. Customer must have Licensor’s prior written consent to implement a programmed or automated computer process to access or retrieve Licensed Content. Customer shall not:
(a) permit any person other than the Named Users to have access to or otherwise use the Customer’s credentials for obtaining Licensed Content through the Website;
(b) attempt to test, scan or probe the vulnerability of, or otherwise hack, the Website, or seek to breach security, encryption or other authentication measures; or
(c) attempt to overload or crash the Website.
2.3 Licensor expressly reserves the right to change the format, organization or scope of Licensed Content at any time.
2.4 Upon termination, revocation or suspension, Customer shall immediately cease all use of Licensed Content.

3. GENERAL PAYMENT TERMS

3.1 Customer shall pay to Company all amounts due to Company in accordance with this Agreement, except as otherwise specified herein or in an Order Form,
(a) fees are based on Licensed Content subscriptions purchased and not actual usage,
(b) payment obligations are non-cancelable and fees paid are non-refundable, and
(c) quantities purchased cannot be decreased during the relevant subscription Term.
3.2 Customer will provide Company a valid Purchase Order or alternative document reasonably acceptable to Company. Company will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net-30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.
3.3 Customer shall make each such payment to Company, in full and without setoff, when due. If payment due to Company is not made, in full, when due, the unpaid amount will accrue interest at:
(a) 1.5% per month;
Company may also condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 3.2.
3.4 If any amount owed by Customer under this or any other agreement is 30 or more days overdue, Company may, without limiting Companies other rights and remedies, accelerate Customer unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend access to Licensed Content to Customer until such amounts are paid in full. Company will give Customer at least 10 days’ prior notice that Customers account is overdue, in accordance with Section 8 for billing notices, before suspending access to Licensed Content to Customer.
3.5 Company will not exercise its rights under Section 3.3 or 3.4 above if Customer is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
3.6 All amounts due to Company are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind. Customer shall pay such taxes and duties of any kind payable with respect to the Licensed Content furnished pursuant to this Agreement, except that Company shall be responsible for payment of taxes levied or imposed based upon Company's net income. Without limitation, Customer shall pay all applicable sales taxes unless it first claims a sales tax exemption by providing Company with an exemption certificate acceptable to the applicable authorities.

4. PROPRIETARY RIGHTS

4.1 Licensed Content consists of information gathered, selected, coordinated and arranged by Licensor at considerable expense, using its editorial judgment, and presented in a proprietary format. Licensor owns the title to and intellectual property rights in Licensed Content (excluding public domain data) and its presentation format. Customer acknowledges and agrees that all applicable common law and statutory law rights in the Licensed Content, and the Website, including but not limited to intellectual property rights and confidential and trade-secret material, trademarks, servicemarks, patents and copyrights, shall be and will remain the property of Licensor. Customer acknowledges that it has no right, title or interest in or to any such proprietary rights. Accordingly, Licensor shall be entitled to obtain injunctive relief to enforce its proprietary rights and protect its intellectual property without the necessity of posting a bond or showing any measure of actual damages, in addition to any other remedies available to it under applicable law. This provision shall survive expiration of the Term.
4.2 Customer shall take all reasonable security measures to prevent unauthorized use or distribution of Licensed Content and shall promptly report to Licensor any infringement of Licensor’s rights.
4.3 The Website is designed to enable capture and analysis of technical data and related information, including but not limited to information about all users and their use of Licensed Content. Licensor may use such technical data for its own purposes, and Customer shall not assert against Licensor proprietary rights with respect to such data.

5. WARRANTIES, DISCLAIMERS AND LIMITATIONS ON LIABILITY

5.1 Licensor warrants that Licensed Content does not infringe any copyright or other intellectual property or proprietary right or right of privacy or confidentiality of any third party. If Licensed Content is held to infringe the copyright or proprietary right of a third party, Licensor shall, at its own expense, revise the Licensed Content so as to make it non-infringing.
5.2 Except for the warranty in Section 5.1, the Licensed Content is provided “as is” without any warranty of any kind. Licensor disclaims any implied warranties of merchantability and fitness for a particular purpose, and does not warrant or guaranty the results of use of Licensed Content in terms of its accuracy, reliability, correctness, speed of access or otherwise. Customer assumes the entire risk of relying on Licensed Content.
5.3 Neither Party shall be liable to the other or to third parties for special, incidental, consequential, exemplary, or indirect damages arising out of the Subscription. Neither Party shall bear any responsibility or liability for any losses arising out of any delay or interruption of its performance of obligations due to circumstances beyond its reasonable control. In no event shall Licensor be liable to Customer for an amount above the fees paid for the current Term for any and all claims made under the Subscription.

6. INDEMNIFICATION

6.1 Customer shall indemnify, defend and hold Licensor harmless from and against any judgments, settlements, costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit or proceeding made or brought against Licensor by a third party alleging that Licensed Content violates applicable law or a third party’s rights (a "Claim Against Licensor"); provided that Licensor
(a) promptly gives Customer written notice of the Claim Against Licensor;
(b) gives Customer sole control of the defense and settlement of the Claim Against Licensor (provided that Customer may not settle any Claim Against Licensor unless the settlement unconditionally releases Licensor of all liability); and
(c) provides to Customer all reasonable assistance, at Customer’s expense.

7. TERM AND TERMINATION, REVOCATION AND SUSPENSION

7.1 The Agreement commences on the Effective Date and continues until all subscriptions have expired or otherwise been terminated by written agreement of the parties, in accordance with Section 7.3, or upon the expiration of the last Subscription Term or renewal thereof.
7.2 The term of each subscription shall be as specified in the applicable Order Form. The subscription will automatically renew for additional Terms following the initial Term unless either Party notifies the other at least 30 days prior to the commencement of any such renewal Term. Upon such renewal, Customer will be liable to Licensor for the applicable renewal fees as set forth on the Order Form. The pricing during any renewal term may increase provided that no such increase (for a particular license or in aggregate) may exceed one and one-half percent (1.5%) per year from the then-current pricing. Licensor must provide notice to Customer of any pricing increase at least 60 days before expiration of the then current Term. Except as expressly provided in the applicable Order Form, renewal of promotional, discounts, or one-time priced subscriptions will be at Companies applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
7.3 The Parties may terminate this Agreement as follows in accordance with the terms of this Agreement:
(a) By the Parties’ mutual written consent;
(b) By Company, immediately upon Notice to Customer, if Customer fails to pay any amount when due pursuant to this Agreement after Customer receives notice from Company of failure to pay and Customer fails to make payment within 30 Days of such Notice;
(c) By either Party (such Party, the “Terminating Party”), immediately upon Notice to the other Party (such Party, the “Terminated Party”), if:
(1) The Terminated Party commits a material breach of this Agreement (other than Customer's failure to pay any amount when due pursuant to this Agreement) which is not cured within ten Business Days after Notice from the Terminating Party to the Terminated Party of the Breach; or
(2) If the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
7.3 Licensor may, in its discretion, immediately terminate, revoke or suspend Customer’s license if it determines that Customer or any person using Customer’s credentials has breached any term or condition of the Subscription. In no event shall Licensor have any obligation to refund any portion of the fees paid by Customer if the Customer’s license is terminated, revoked or suspended. Furthermore, suspension of an account shall not result in an extension of the Term. Upon termination of the Subscription, all rights and obligations of the Parties shall cease except for rights accrued and obligations undertaken on or prior to the date of termination.

8. NOTICES

8.1. Each notice, demand, request, consent, approval, disapproval, designation, or other communication (each of the foregoing being referred to herein as a “Notice”) required or desired to be given or made under this Agreement must be in writing and will be and deemed to have been received at the date of receipt as evidenced by a return receipt from the U.S. Postal Service or delivery receipt from a major overnight courier service.
8.2. Notices may be executed by facsimile or electronic signature and executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
8.3. Each Notice must be addressed and delivered as follows or can be provided through email on company letterhead
(a) If to Company, to 1861 International Dr., Suite 270, McLean, VA, 22102, or to such other address as Company may provide to Customer in writing; and
(b) If to Customer, at the address listed in the Order Form or at other address as Customer may provide to Company in writing.
If by electronic signature, to Company at contracts@govsearch.com and to Customer at email address Customer will provide to Company.

9. USE OF CUSTOMER'S NAME

During the Term of this Agreement a Party shall not make any media release or other public announcement relating or referring directly to the specific details of this Agreement without the other Party’s prior written consent. Both Party’s shall acquire the right to use the other Party’s names, trade names, trademarks, service marks, and copyrighted materials specifically for marketing, advertising, publicity, and other promotional purposes only. Both Party’s agree to operate in good faith and that the publication of such information is not intended to be harmful to any business interests or to the public interest and will be in compliance with contemporary advertising and marketing standards. Each Party will provide the other with guidelines on the use of Party’s logos. Compliance with these guidelines shall serve to relieve Party’s from having to submit for prior approval.

10. ADVERTISING & PUBLICITY BY CUSTOMER VENDORS & SUBCONTRACTORS

It is the policy of the Customer that Company disclosures required by legal, accounting or regulatory requirements shall be coordinated with and approved by Customer in writing prior to the release thereof.

11. TIME IS OF THE ESSENCE

Time is of the essence in each Party's performance of all obligations under this Agreement.

12. FORCE MAJEURE

Any Party that is unable to perform any obligation hereunder due to an event beyond its reasonable control will be excused from such performance to the extent and for the duration of such event; provided, however, that the affected Party provides prompt Notice to the other Party of the occurrence and effect of such event and makes Reasonable Efforts to overcome the adverse effects of the event and resume the performance of its affected obligations as soon as possible.

13. REPRESENTATIONS

Each Party acknowledges and represents that this Agreement is executed without reliance upon any agreement, promise, statement or representation by or on behalf of any Party, except as set forth in this Agreement, and each Party acknowledges that no other Party nor any agent or attorney of such Party has made any promises, representations or warranties whatsoever, whether expressed or implied, which are not contained in this Agreement, concerning the matters set forth in the Agreement. Each Party represents that the execution and delivery of this Agreement constitutes a legal, valid and binding obligation of such Party.

14. INTERPRETATION

The headings preceding the text of Sections included in this Agreement are for convenience only and shall not be deemed to be part of the Agreement or be given any effect in interpreting the Agreement.

15. ENTIRE AGREEMENT; NO ASSIGNMENT

This Agreement contains the entire understanding and agreement between the parties as to its subject matter and must not be modified, amended, or assigned except upon express written consent of both Parties, which shall not be unreasonably withheld or delayed. Any attempted modification, amendment, or assignment in violation of this Section 15 is void.

16. GOVERNING LAW

This Agreement is governed and must be construed by the laws of the Commonwealth of Virginia without regard to its conflict of law’s provisions.

17. CHOICE OF FORUM

Any Party commencing against the other Party any legal proceeding (including without limitation, any tort claim) arising out of, relating to, or concerning this Agreement shall bring that proceeding in the state courts sitting in Fairfax, Virginia or the United States District Court for the Eastern District of Virginia in Alexandria, Virginia. Each Party hereby submits to the exclusive jurisdiction of those courts for the purposes of any such proceeding and waives any claim that any legal proceeding (including, without limitation, any tort claim) brought in accordance with this Section 17 has been brought in an inconvenient forum or that the venue of that proceeding is improper.

18. JURY WAIVER 

The Parties hereby acknowledge that any controversy which may arise under this Agreement would involve complicated and difficult factual and legal issues, accordingly Parties intentionally waive any right to request a jury trial in any action arising out of, relating to, or concerning this Agreement.

19. ATTORNEY'S FEES AND COSTS 

Should any Party breach this Agreement, or any warranty contained therein, the non-breaching Party shall be entitled to an award of its costs and reasonable attorneys' fees to the extent permitted by applicable law and to seek injunctive or other relief from a court of competent jurisdiction based upon the terms of the Agreement in any case in which it is the substantially prevailing party.

20. SEVERABILITY 

If any provision of this Agreement is invalidated by a court of competent jurisdiction, then all of the remaining provisions of the Agreement will continue unabated and in full force and effect.

21. NO THIRD-PARTY BENEFICIARIES 

This Agreement is not intended to confer upon any person other than the Parties listed, any rights or remedies whatsoever.

22. NO WAIVER; CUMULATIVE REMEDIES

No delay on the part of either Party or failure by that Party to exercise any power, right or remedy under this Agreement shall operate as a thereof, nor shall any single or partial exercise of any power, right or remedy or any abandonment or discontinuance of steps to enforce such right, power, or remedy preclude other or further exercises thereof, or the exercise of any other power, right or remedy. The rights and remedies in this Agreement are cumulative and not exclusive of any rights or remedies (including, without limitation, the right of specific performance) which either Party would otherwise have.

23. EXECUTION IN COUNTERPARTS; ELECTRONIC, FACSIMILE OR EMAIL SIGNATURE

This Agreement may be executed in counterparts, all of which taken together constitute one and the same Agreement. This Agreement may be executed by electronic, facsimile, or email signature and any such signature will be deemed an original.

24. OPPORTUNITY TO CONSIDER AND CONFER 

The Parties acknowledge that each Party has had the opportunity to read, study, consider and deliberate upon this Agreement, and has had the opportunity to consult with counsel, and that all Parties fully understand and are in complete agreement with all of the terms of this Agreement. Each Party shall bear its own costs with respect to the preparation, revision, and execution of this Agreement.

25. FURTHER ASSURANCES

Customer shall cooperate fully and execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement.

26. EXPORT AND COMPLIANCE WITH ANTI-CORRUPTION LAWS

1 Anti-Corruption Laws. Customer understands and agrees to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the United Kingdom Bribery Act of 2010 (“UKBA”) and with any other laws, if applicable, relating to anti-corruption or bribery or kickbacks to either governmental or private sector actors, or to anti-boycott or regulations. Customer, its employees, representatives or agents will not, either directly or through an intermediary, offer, promise, pay, or authorize the payment of, any money or other thing of value to any government or public international organization official or employee, candidate for office, political party official, or political party, in connection with any matter or agreement that is the subject of this contract or with Company’s business.
2 CTIPs Compliance. Customer shall adhere to and is in full compliance with the prohibition against human trafficking as defined in FAR clause 52.222-50. Prohibited conduct as defined therein includes but is not limited to: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, slavery, or for sex trafficking.
3 Export. The services, Software, other technology made available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use any Service or Content in a U.S. embargoed country or in violation of any U.S. export law or regulation.