Legal Center

Government Proposal Solutions, Inc. Agreements

User Agreement: October 8, 2018

Welcome, and thanks for using GOVFLEX.com the first talent as a service platform for matching government contractors and government agencies (hereinafter Client) and their independent consultants. When you use our products and services, you’re agreeing to our terms, so please take a few minutes to read over the Terms of Service below.

Note: You are entering into a legally binding agreement.

CLASS ACTION LAWSUITS:

Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. If you do not agree to this provision, you must not use GOVFLEX.COM.

ACCEPTANCE OF TERMS:

Government Proposal Solutions, Inc. provides access to this website as a convenience to the general audience and interested parties, but the website is subject to the following terms of use:

By accessing, viewing, using or downloading materials from www.GOVFLEX.com, you agree to be bound by these terms and conditions, if you do not agree with these terms of use you should not use www.GOVFLEX.com.

CONSULTANTS, SUBECT MATTER EXPERTS AND OTHER INDEPENDENT WORKERSConsultants and Subject Matter Experts::

I acknowledge that I am not an employee of either GOVFLEX.com or its GPSI Clients under IRS definitions. I acknowledge that I have read the IRS requirements and have sought advice or clarification from either my Certified Public Accountant or my attorney.

I hereby acknowledge that I have received and examined all documents referenced in the project and have fully acquainted myself with the description of Services to be provided.Having fully acquainted myself, I assume complete responsibility for performing the Services for the compensation and within the time frame agreed upon in the GovFlex project description. I acknowledge time is of the essence in completion of the Services. 

I warrant that I will perform the proposed services with care, skill, and diligence, in accordance with applicable professional standards currently recognized by my profession and shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all reports, information and other items and services furnished under this Agreement.I agree to comply with all applicable federal, state, and local laws, ordinances, codes, and regulations in performing my Services.

I recognize as an independent consultant, Client may reject all or any portion of the Services within three (3) days after completion of delivery (the Acceptance Period) for noncompliance with the project requirements of the Agreement. If any portion of the Services is rejected, I agree within three (3) days after receiving such notice from the Client to correct all nonconformities and re-deliver the same to the Client, but without any additional cost or expense to the Client. I agree that if I am either unable to correct the nonconformities within a three day period or should Client again reject the corrected version, then Client, at its sole option, shall be entitled to (1) a full refund of any payments made to me in connection with the rejected Work, and (2) to immediately terminate the Project.

I understand failure of the Client to accept or reject the Services within the applicable Acceptance Period pursuant to the preceding paragraph shall be deemed acceptance of the Services.

I understand acceptance by the Client of the Services pursuant to this article shall not limit in any manner the Client’s rights pursuant to any other provision of this Agreement, including, without limitation, any warranty granted pursuant to this Agreement.

I agree to execute such other documents and provide such cooperation as Client reasonably requests in order to give full effect to the Services performed hereunder.I further agree to provide, at no additional cost to Client, such additional consulting services as may be necessary to rectify or otherwise correct the effects of any errors or omissions resulting from the negligent performance or non-performance of the my work, my employees, my agents or my assigns if its reasonable duties and responsibilities in connection with the subject matter of this Agreement and the project.

I acknowledge that in the event of a dispute, if I am unable to come to a resolution with the Client, GovFlex may at its sole discretion investigate my invoice and determine, at its sole discretion, whether an adjustment is appropriate consistent with its Terms of Service. I accept that GovFlex's determination of such dispute shall be final. And if such adjustments are ordered, I agree to cooperate fully with GovFlex including return of payments made if requested by GovFlex.

I acknowledge and agree that GovFlex may, at its sole discretion, withhold or delay payment to me in the event of a dispute between the Client and me. I further acknowledge and agree that GovFlex will not be a party to any dispute between the Client and me over an Hourly Invoice or Hourly Contract.

I agree to comply fully with The Bank Secrecy Act (BSA), 31 USC 5311 which require that I report any value received over $10,000 to the IRS, that I will not request cash or cash equivalent payments in violation of the BSA.

I agree to purchase and maintain such insurance as will protect me from the losses or claims which may arise out of or result from my performance or obligations to perform under this Agreement, whether such performance be by me or by anyone directly or indirectly employed by me, or by anyone for whose acts I may be liable.

The Client prior to commencement of work shall make certificates of insurance acceptable available upon request.Insurance certificates shall contain a provision that states that coverage afforded under the policies shall not be canceled without providing GovFlex with at least thirty (30) days prior written notice.

CLIENTS INCLUDING GOVERNMENT CONTRACTORS AND GOVERNMENT AGENCIES:

I acknowledge that consultant/expert is an independent worker and not an employee of GovFlex or my firm. 

I acknowledge that prior to paying the consultant, I may reject in writing, all or any portion of the Services within three (3) days after completion of delivery (the Acceptance Period) for noncompliance with the project requirements of the Agreement.After my written reject notice, I agree to allow the Consultant three (3) days to correct any non-conformity.

I acknowledge that if the Consultant is unable to correct the nonconformities within a three-day period, and only if acting in good faith, I am entitled to terminate the project at my sole discretion. I acknowledge that I shall have no further liabilities, but am not entitled to refunds of any payments already made.

I acknowledge that it is my sole duty to inspect and accept or reject Consultant’s work prior to release of payment by GovFlex, and that all payments once made are final. I acknowledge and agree that upon receipt of instruction to pay Consultant, GovFlex will transfer funds to the Consultant and that GovFlex has no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, I agree that once GovFlex has charged my Payment Method, the charge is non-refundable.

I agree to comply fully with The Bank Secrecy Act (BSA), 31 USC 5311 and I will not pay consultant, expert, independent worker cash or cash equivalent payments in violation of the BSA.

I understand that it is my responsibility to review the deliverables and to notify the Consultant in writing of disputes during the Dispute Period. Once the Dispute Period expires, I affirm that I will be deemed to have accepted the Consultant’s Services and Consultant’s Fees and can no longer dispute them. I acknowledge that in the event of a dispute, if I am unable to come to a resolution with the consultant, GovFlex may at its sole discretion investigate the invoice and determine, at its sole discretion, whether an adjustment is appropriate consistent with its Terms of Service. 

I further acknowledge and agree that GovFlex will not be a party to any dispute between the Client and me over an Hourly Invoice or Hourly Contract.

I accept that GovFlex's determination of such dispute shall be final.

All Users:

Users of GOVFLEX.com are prohibited from using this website for posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, pornographic, confidential, proprietary, inappropriate, classified, or other material that would violate any law, including without limitation, copyright, trademark, trade secret, or any rights of third parties. GOVFLEX reserves the right to unilaterally determine whether information falls within the categories outlined above, to remove the material from our site, and take additional appropriate action as necessary. Users of GOVFLEX.com are prohibited from:

  1. Acting dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to GOVFLEX.com;
  2. Publishing inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field).
  3. Publishing sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature.
  4. Harassing, abusing or harming another person, including sending unwelcomed communications to others using GOVFLEX.com;
  5. Uploading a profile image that is not your likeness; and
  6. Using or attempting to use another’s account or create a false identity on GOVFLEX.com; 
  7. Uploading, posting, emailing, transmitting or otherwise making available or initiate any content that: a) Falsely states or misrepresents your current or previous positions and qualifications, or misrepresents your affiliations with a person or entity, past or present; b) Adding to a content field, content that is not intended for such field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by GOVFLEX.com; c) Including information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment or consulting relationships or under nondisclosure agreements; d) Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,”“chain letters,” “pyramid schemes,” or any other form of solicitation.This prohibition includes sending messages to distribution lists, newsgroup aliases, or group aliases; e) Sending files that contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of GovernmentProposal Solutions, Inc. or any user of GOVFLEX.com; f) Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through GOVFLEX.com Services; g) Creating profiles or provide content that promotes escort services or prostitution;
  8. Participating, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to a Marketplace for Government Contractors, Grantees, and Proposal Professionals or the recruitment of proposal and grant consultants and Consultants and Subject Matter Experts for the purposes of creating a pyramid scheme or other similar practices;
  9. Duplicating, licensing, sublicensing, publishing, broadcasting, transmitting, distributing, performing, displaying, selling, rebranding, or otherwise transferring information found on GOVFLEX.com (excluding content posted by you) except as permitted in this Agreement;
  10. Reverse engineering, decompiling, disassembling, deciphering or otherwise attempting to derive the source code for any underlying intellectual property used to provide GOVFLEX.com Services, or any part thereof;
  11. Using or copying information, content or any data you view on or obtain from GOVFLEX.com to provide any service that is competitive, in Government Proposal Solutions sole discretion, with GOVFLEX.com; 
  12. Implying or stating, directly or indirectly, that you are affiliated with or endorsed by GovernmentProposal Solutions, Inc. unless you have entered into a written agreement with Government Proposal Solutions, Inc. (this includes, but is not limited to, representing yourself as an a Verified Expert if you have not been verified by Government Proposal Solutions, Inc. as such);
  13. Adapting, modifying or creating derivative works based on GOVFLEX.com or technology underlying the Services, or other Member Profiles content, in whole or part;
  14. Renting, leasing, loaning, trading, selling/re-selling access to GOVFLEX.com or any information therein, or the equivalent, in whole or part;
  15. Selling, sponsoring, or otherwise monetizing a GOVFLEX.com or any other service or functionality of GOVFLEX.com, without the express written permission of Government Proposal Solutions,Inc.;
  16. Deep-linking to our sites for any purpose, (i.e. creating or posting a link to a GOVFLEX.com web page other than GOVFLEX.com home page) unless expressly authorized in writing by GOVFLEX.com or for the purpose of promoting your profile or a High Performance Team on GOVFLEX.com;
  17. Removing any copyright, trademark or other proprietary rights notices contained in or on GOVFLEX.com, including those of both Government Proposal Solutions, Inc. and any of its licensors;
  18. Removing, cover or otherwise obscure any form of advertisement included on GOVFLEX.com; 
  19. Collecting, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from GOVFLEX.com except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
  20. Sharing information of non-Members without their express consent;
  21. Infringing or use Government Proposal Solutions, Inc.’s brand, logos or trademarks, including, without limitation, using the words “GOVFLEX,” “GOVFLEX PWIN®,” “GOVFLEX TalentScout,” “GOVFLEX High Performance Team” in any business name, email, or URL or including Government Proposal Solutions’ trademarks;
  22. Using manual or automated software, devices, scripts robots, other means or processes to access, “scrape", “crawl” or “spider” any web pages or other services contained in the GOVFLEX.com site;
  23. Using bots or other automated methods to access GOVFLEX.com, add or download contacts, send or redirect messages, or perform other similar activities through GOVFLEX.com, unless explicitly permitted by Government Proposal Solutions, Inc.;
  24. Accessing, via automated or manual means or processes, GOVFLEX.com for purposes of monitoring GOVFLEX.com availability, performance or functionality for any competitive purpose;
  25. Engaging in “framing", “mirroring", or otherwise simulating the appearance or function of the GOVFLEX.com website;
  26. Attempting to or actually access GOVFLEX.com by any means other than through the interfaces provided by GOVFLEX.com;
  27. Attempting to or actually override any security component included in or underlying GOVFLEX.com;
  28. Engaging in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on GOVFLEX.com’s infrastructure, including, but not limited to, sending unsolicited communications to other Members or Government Proposal Solutions, Inc.’s personnel, attempting to gain unauthorized access to GOVFLEX.com, or transmitting or activating computer viruses through or on GOVFLEX.com; and/or Interfering or disrupting or gaming GOVFLEX.com widgets, rule base, or other tools including, but not limited to, any servers or networks connected to GOVFLEX.com.

DIGITAL SIGNATURE

By submitting your contact information and/or registering for an GOVFLEX.com account (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement electronically providing written consent, effective on the date you provide your contact information and/or register your Account, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your providing contact information and/or Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.

CONSENT TO USE ELECTRONIC RECORDS

In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.

CONSENT TO RECEIVE ELECTRONIC MESSAGES AND NOTIFICATIONS (TCPA CONSENT)

Our communications with you. TCPA consent for United States Residents.
The Telephone Consumer Protection Act (TCPA) regulates telemarketing calls, auto-dialed calls, prerecorded calls, text messages, and unsolicited faxes. By submitting your contact information and/or registering for a GOVFLEX.com account, and/or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have provided express written consent to accept solicited and unsolicited notifications, including telemarketing messages, at the e-mail addresses or telephone numbers you provided, either by landline phone, cellphone, telemarketing messages, text messages (including SMS and MMS), email, or fax. 

No purchase necessary.  Agreeing to these communications is not a condition of purchasing services from us.  

Autodialing.  We may use an automatic telephone dialing system (or Auto-Dialer), which may employ an artificial or pre-recorded voice or “Robotexts.” Your carriers standard rates and charges may apply.

You agree that such notifications are inherently part of conducting business in the GovFlex online platform, and such notifications include, but are not limited to:

  • Notifications of project opportunities
  • Requests for Quotes and any ancillary notifications, emails, text messages, or other communications necessary and proper to obtain quotes, clarify the nature and scope of services to be undertaken, verify qualifications of consultants, and verify payment information
  • Updates to the GOVFLEX.com terms of service
  • Updates to the GOVFLEX.com platform or integrated third party applications including but not limited to Intercom, ZenDesk, and On24
  • Notifications of government solicitations and any updates to the status of government solicitations,
  • Offers for new products, features, or services GOVFLEX may add from time to time,
  • Notifications related to new pricing or updates to the business model
  • Reconciliation of debt and truing up of accounts
  • Updates to your account information
  • Announcements about new GOVFLEX features
  • Training materials and training updates which may include video or other media
  • Industry news and updates that GOVFLEX, its Customer Success Managers, Customer Success Advisors, Bloggers and Writers believe to be of value to GOVFLEX users

You acknowledge and consent to GOVFLEX.com’s use of the most efficient technology to sending you notifications and messages described above, including but not limited to Webinars, auto-dialers and pre-recorded messages of the nature described above. 

Communications frequency.  How often we send you communications will vary at the discretion of GovFlex Customer Success Managers, Customer Success Advisors. Bloggers, Writers and other personnel.    

YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT

By providing your contact information and/or registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices and messages electronically will remain in effect until you withdraw it. 

You agree that by registering for an Account you consent to participating in product improvement studies and research and experimentation required to improve GOVFLEX.com for all users. You expressly acknowledge GOVFLEX will be pilot testing its new “PUSH NOTIFICATION” features which will automatically notify users of government contract and grant opportunities, teammate matching, and consultant matching, that the PUSH NOTIFICATION includes research and experimental software that may inadvertently cause messages to be sent to you after you have withdrawn your consent. You to hold GOVFLEX.com harmless for any messages or notifications accidentally sent to your computer, phone, email, cellphone, text, or fax. 

By agreeing to participate in GOVFLEX Research and Experimentation, you agree any messages or notifications sent to you accidentally shall not be deemed by you to be a wasted of time, nor an invasion of privacy. You also agree that such notifications or messages either intentional or accidental do not diminish the value of your telecommunications/cellular services, does not cause temporarily loss of the use and enjoyment of your telecommunications devices, and does not cause any appreciable wear and tear on your telecommunications, cellular, network, or computing device’s data, memory, software, hardware, or battery components.

Revoking consent and opting out.  You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support (Support@GOVFLEX.com). Consultants, Independent Workers, and 1099 experts may also opt out through your GOVFLEX.com profile by selecting "Deactivate" my profile. 

We will make a commercially reasonable effort to comply with any communications from you opting out. If you withdraw your consent to receive such messages and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive messages and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive messages and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.

Keeping Your Address and Email Address Current with GovFlex

In order to ensure we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Platform or by contacting Customer Support. In addition, so that we may communicate with you via the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any change in your address.

Consultants agree to provide either a social security number or taxpayer identification number to facilitate payment by STRIPE our third party payment processor.

Hardware and Software You Will Need to Use the Platform Services For Your Business

To access and retain the records and notices we provide to you electronically, you will need: 

(a) a valid email address; 

(b) System for Award Management (SAM) account if you are a government contractor, or a .mil or .gov email address if a government agency; a computer system that operates on a platform like Windows or Mac; 

(c) a connection to the Internet; 

(d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Platform (Users utilizing other browsers may experience compatibility difficulties); 

(e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; 

(f) a computer or device and an operating system capable of supporting all of the above; and 

(g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version,” we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that you have read and understand the above consent to receive records and notices electronically; you satisfy the minimum hardware and software requirements specified above; and your consent will remain in effect until you withdraw your consent as specified above.

GOVFLEX ACCOUNTS

Government Contractors and Government Agencies

To use the Platform and certain Platform Services government contractors must be registered in the SAM database (see https://www.sam.gov/portal/SAM/), or posses a .mil or .gov email address. GovFlex offers the Platform and Platform Services for government contractors and government agencies only, and not for personal, household, or consumer use. 

Consultants and Independent Experts

For independent consultants and experts to use the Platform and Platform Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Platform and Platform Services for your business purposes only. You understand that you must comply with non-circumvention, and any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. 

To obtain an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Platform or Platform Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Platform, you agree to: 

(a) abide by this Agreement and the other Terms of Service; 

(b) be financially responsible for your use of the Platform and the purchase or delivery of Independent Worker Services; and 

(c) perform your obligations as specified by any Project that you enter into, unless applicable law or the Terms of Service prohibits such obligations. 

GovFlex reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Platform and Platform Services upon discovery that any information you provided on any form or posted on the Platform is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in GovFlex’s sole discretion.

You represent that you are not: 

(1) a citizen or resident of a geographic area in which access to or use of the Platform or Platform Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; 

(2) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or 

(3) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. 

You agree that if your country of residence or other circumstances changes such that the above representations are no longer accurate, that you will immediately cease using the Platform and Platform Services.

Profiles

By registering for an account either as a government agency, contractor, or independent worker, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are an Independent Worker, you agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. 

You agree not to provide and to correct any information about your location, your business, bank account(s), your skills, availability, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Independent Worker Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.

Identify Verification

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on GovFlex, if it is a separate legal entity. You authorize GovFlex, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

Government Contractors and Agencies (Client)

You may create an account through which other authorized Consultants and Consulting Firms may act on your behalf in the roles you assign for your account. An Independent Worker creates a Profile on behalf of a business (the “Consulting Firm”), which may be the Independent Worker as a sole proprietor or a partnership, corporation, or other legal entity the User controls. 

Each Contractor and Government Agency Member must have a Profile. You understand and agree that the consultant or consulting company may determine the Profile visibility and hourly rate of any of its Members, and you authorize the Consultant or Consulting Company to do so. 

You acknowledge and agree to assume all liability for the classification of its workers as independent contractors. Client further acknowledges and agrees that it is responsible for paying its Independent Workers. 

Your Account (including feedback) and username are transferable only upon GovFlex’s approval, at GovFlex’s sole discretion.

You understand and agree that Consultant and Consulting Company Profiles may display work history that includes work done in GovFlex, including after the consultant or consulting company is no longer a member of GovFlex.

User Names and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. Each Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account or Agency Account username and password. You authorize GovFlex to assume that any person using the Platform with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password or the password of any User of your Account. You further agree not to use any username, or password of another User of the Platform that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.

Marketplace Feedback

The Consumer Review Freedom Act (CRFA) reaffirms the rights of both contractors and consultants/subject matter experts to post truthful positive or negative reviews about their experiences with a product or service. Because existing libel and slander laws cover false or misleading statements (namely you will not be protected if you lie), Congress limited its focus on protecting your right to talk openly online about your bad experiences without fear of reprisals.

For the benefit of other Users of the marketplace, GovFlex encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that GPSI will make available to other marketplace Users, including composite feedback based on these individual ratings. GovFlex provides its public feedback system as a means through which Users can share their opinions publicly and GovFlex does not monitor or censor these opinions.

You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Platform and you specifically request that GovFlex post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Platform. You acknowledge and agree that feedback results for you, if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. 

You further acknowledge and agree that GovFlex will make feedback results available to other Users, including composite or compiled feedback. GovFlex provides this feedback system as a means through which Users can share their opinions and GovFlex does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any ratings relate only to the work completed in government agency, contractor, and Independent worker’s profiles and not to any individual person. You agree not to use the ratings to make any credit, credit valuation, underwriting, or other similar decision about any other User.

Purpose of the Platform and Platform Services

The Platform is a marketplace where government agencies and government contractors, and Independent Workers can identify each other and advertise, buy, and sell Independent Worker Services online. Subject to the Terms of Service, GovFlex provides the Platform Services to Users, including hosting and maintaining the Platform, enabling the formation of Projects, and coordinating disputes related to those Projects. If Users agree on terms for Independent Worker Services, a Project is formed directly between such Users. When a User enters a Project, the User uses the Platform to engage, communicate, invoice and pay online.

CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND INDEPENDENT WORKER

Projects

You acknowledge and agree that a Project is comprised of the following agreements (as applicable): 

(a) Fixed-Price Agreements; 

(b) Time and Materials Agreements; 

(c) the Project terms awarded and accepted on the Platform to the extent that the terms do not, and do not purport to, expand GovFlex’s obligations or restrict GovFlex’s rights under the Terms of Service; and 

(e) any other contractual provisions accepted by both the Client and the Independent Worker, to the extent that the provisions do not, and do not purport to, expand GovFlex’s obligations or restrict GovFlex’s rights under the Terms of Service. 

You acknowledge and agree that GovFlex is not a party to any Projects, and that the formation of a Project between Users will not, under any circumstance, create an employment or other service relationship between GovFlex and any Independent Worker.

PAYMENT AGREEMENTS 

Payment Processing Fees 

Pursuant to the User Agreement, GovFlex charges Clients (government agencies and government contractors) a Payment Processing Fee for each payment their Client makes to the Independent Worker on a Project. Depending on certain features of the Project, the Payment Processing Fees will be charged either 8% (government agency), 10% (government contractor), or 15% (FREEMIUM Clients). Where applicable, GovFlex may also collect taxes on Payment Processing Fees.

Customer Success Packages

To help customers tackle increasingly complex projects, we have introduced three Customer Success Packages: Essential, Professional, and Enterprise. Each package offers support for crafting Statements of Work (SOWs), scoping out deliverables, and defining your needs to ensure the best possible match and a successful outcome for the contractors, government agencies, and freelancing experts. Details can be read here http://helpcenter.govflex.com/getting-started-with-govflex/customer-success-packages/govflex-customer-success-packages.

Disbursements to Independent Workers and Consulting Clients

The goal is to electronically pay consultants for services within 48 hours of receipt of payment of the GovFlex invoice by the company, but always within 7 days.

Notwithstanding any other provision of the Terms of Service, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Platform or the Terms of Service, GovFlex may hold the payment of the Independent Worker Fees. 

Additionally, GovFlex may also hold the disbursement of the Independent Worker Fees if: 

(a) we require additional information, such as Independent Worker’s tax information, government-issued identification, address, or date of birth; 

(b) we have reason to believe the Independent Worker Fees may be subject to dispute or chargeback; 

(c) we suspect fraud; 

(d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Project, this Agreement, or other Terms of Service; 

(e) we deem it necessary in connection with any investigation; or 

(f) required by applicable law.

In cases of fraud, abuse, or violation of the Terms of Service, GovFlex reserves the right to revoke any payments and hold and reclaim all Independent Worker Fees due to Independent Worker (not just the Independent Worker Fees from the Project(s) under investigation) unless prohibited by applicable law. 

In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Project; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are an Independent Worker. 

Non-Payment

If the government contractor or government agency improperly fails to pay the Independent Worker Fees or any other amounts due under the Terms of Service, GovFlex may suspend or close Client’s Account and revoke Client’s access to the Platform, including Client’s authority to use the Platform to process any additional payments, enter into Projects, or obtain any additional Independent Worker Services. 

Without limiting other available remedies, Client must pay GovFlex upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. 

To the extent permitted by applicable law, GovFlex at our discretion, may set off amounts due against other amounts received from or held by GovFlex for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

No Return of Funds

Government agencies and contractors acknowledge and agree that GovFlex will charge your designated Payment Method for our fees and the Independent Worker Fees: 

(a) our fees upon accepting a bid from an independent worker and initiating a project;

(b) for Fixed-Price Contracts, upon the government contractor or government agency’s acceptance and approval of the Independent Worker Services, and 

(b) for Time and Materials Contracts, on the Monday after the week in which work was performed. 

Therefore, and in consideration of the Platform Services provided by GovFlex, Client agrees that once GovFlex charges the Client’s designated Payment Method for the payment processing fees and the Independent Worker Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. 

Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Independent Worker Fees or other Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that GovFlex may dispute or appeal the chargeback and institute collection action against Client.

Formal Invoices and Taxes

GovFlex will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Independent Worker Fees. 

Independent Workers will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Independent Worker Fees and for issuing any invoices so required. Independent Worker will also be solely responsible for determining whether:

(a) Independent Worker or GovFlex is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Independent Worker Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or GovFlex, as appropriate; and 

(b) GovFlex is required by applicable law to withhold any amount of the Independent Worker Fees and for notifying GovFlex of any such requirement and indemnifying GovFlex (either by GovFlex, at our sole discretion, offsetting the relevant amount against a future payment of Independent Worker Fees to Independent Worker or Independent Worker reimbursing GovFlex for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). 

In the event of an audit of GovFlex, Independent Worker agrees to promptly cooperate with GovFlex and provide copies of Independent Worker’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Independent Worker is engaging in an independent business as represented to GovFlex.

PAYMENT METHODS

The GovFlex platform requires a duly authorized company representative to pay a 10% or 15% processing fee to authorize a consultant to begin an engagement. Upon completion and acceptance of the consultants’ work, clients are invoiced for the full cost of the consultant engagement. Invoices can be paid via credit card, ACH, or eCheck.

LIMITED PAYMENT PROTECTION

In the rare event that a Client does not make payment for legitimate services performed by an Independent Worker, GovFlex will provide limited payment protection to the Independent Worker as detailed in this Section 6.10 (“Payment Protection”) to foster fairness, reward loyalty, and encourage the Independent Worker to continue to use the Platform and Platform Services for their business needs.

GovFlex only provides Payment Protection to Independent Workers working only if all of the Project Deliverables and the following criteria are met: 

  • Client has Approved the project cost estimate;
  • Client has Authorized the project to start;
  • Client has paid the processing fee; 
  • Client has accepted the work;

Without limiting the foregoing, Payment Protection does not apply to: Independent Workers, Independent Worker Services, or Projects violating this Agreement or the other Terms of Service; Independent Workers that are aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; or Independent Workers that are suspected (in GovFlex’s sole discretion) of actual fraudulent activities or abuse of this Payment Protection.

Independent Worker hereby irrevocably assigns to GovFlex the right to recover from the Client any amounts that GovFlex provide to the Independent Worker in connection with the Payment Protection membership benefit.

Automated Clearinghouse (ACH) Disputes

In order to use certain Platform Services, Client must provide account information for at least one valid Payment Method. Client hereby authorizes GPSI, and STRIPE to charge credit cards provided by Client, or run Automated Clearinghouse (ACH) transactions; and to store credit card and banking or other financial details as Client’s method of payment for Services (or any other Payment Method). Please click here for additional terms and conditions that apply to STRIPE credit card transactions.

Disputes on ACH payments are fundamentally different than those on the credit card payments. If the Client disputes a charge and the Client’s bank accepts the request to return the funds, STRIPE immediately removes the funds for the charge from your Stripe account. Unlike credit card disputes, Client is not able to contest ACH reversals. The Client will need to directly reach out to GPSI via support@govflex.com to resolve the situation. For additional ACH terms and conditions that are the responsibility of the client, including complying with all applicable laws such as prohibitions against sending funds to sanctioned countries, entities, or persons please see https://stripe.com/ach-payments/terms.

When Client authorizes the payment of the Independent Workers Fees for a Fixed-Price Contract on the Platform, Client automatically and irrevocably authorizes and instructs STRIPE or GPSI to charge Client’s Payment Method for the Independent Workers Fees. When Client approves or is deemed to have approved a Deliverable for an Hourly Time and Materials Contract, Client automatically and irrevocably authorizes and instructs STRIPE or GPSI to charge Client’s Payment Method for the Independent Workers Fees including services and expenses.

By providing Payment Method information through the Platform, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Platform, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

By agreeing to these Terms, you agree to be bound by Stripe’s Terms and Conditions. Any breach of those terms will be treated as a breach of these Terms. Client may terminate use of any of the payment methods by sending an email to support@govflex.com

NON-CIRCUMVENTION RULES

By agreeing to the Terms of Service users of the GovFlex System you acknowledge and agree that a substantial portion of the compensation GovFlex receives for making the Platform available to you is collected through our payment-processing fee. GovFlex only receives this Payment Processing Fee when a government contractor or government agency and an Independent Worker pay and receive payment through the Platform.

Therefore, for 24 months from the time you identify or are identified by any party through the Platform (the “Non-Circumvention Period”), you must use the Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “GovFlex Relationship”). You AGREE the only acceptable mitigation is if either the Client or Independent Worker pays GovFlex for each such circumvention:

(a) an “Opt-Out Fee” computed to be the greater of the following amounts:

(i) $2,500; or

(ii) 15% of the cost to the Client of the services to be performed in the GovFlex Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or

(iii) all Payment Processing Fees that would be earned by GovFlex from the GovFlex Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Independent Worker from Client during the most recent normalized 8-week period, or during such shorter period as data is available to GovFlex; and

(b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Independent Worker until the date the Opt-Out Fee is paid.

You affirm your commitment to authorized use, specifically including non-circumvention of our software licensing agreement or business processes.

You ADMIT any violation of this non-circumvention provision is significant and will require appropriate action to include referral to the appropriate U.S. Government authorities, in accordance with Department of Defense and other Federal Agency Directives and Regulations.

As an online marketplace the foundation of our business relies upon the integrity of the system and assuring compliance for all parties involved. If circumvention or other violation of this clause is identified, GovFlex will review the circumstances, possible mitigating conditions and corrective actions. Upon completion of that review GovFlex reserves a full range of administrative and legal options, to include reporting to the appropriate governmental agency, termination of our agreement with financial penalties including no refund, as well as other remedies.

You acknowledge and agree that a substantial portion of the compensation GovFlex receives for making the Platform available to you is collected through our payment-processing fee. GovFlex only receives this Payment Processing Fee when a government contractor or government agency and an Independent Worker pay and receive payment through the Platform. Therefore, for 24 months from the time you identify or are identified by any party through the Platform (the “Non-Circumvention Period”), you must use the Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “GovFlex Relationship”). You may opt-out of this obligation with respect to each Client-Independent Worker relationship only if the government agency, government contractor, or Independent Worker pays GovFlex for each such relationship:

(a) an “Opt-Out Fee” computed to be the greater of the following amounts:

(i) $2,500; or

(ii) 15% of the cost to the Client of the services to be performed in the GovFlex Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or

(iii) all Payment Processing Fees that would be earned by GovFlex from the GovFlex Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Independent Worker from Client during the most recent normalized 8-week period, or during such shorter period as data is available to GovFlex; and

(b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Independent Worker until the date the Opt-Out Fee is paid.

You acknowledge and understand that circumvention is a violation of our software licensing agreement under the Federal Acquisition Regulations (FARs) and the National Industrial Security Program Operating Manual (NISPOM) and that all violations will be reported in accordance with regulations of the Department of Defense and other federal agencies.

To mitigate any violation of our non-circumvention rule pay the Opt-Out Fee, you must request instructions by sending an email message to legal@GovFlex.com.

Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Platform. By way of illustration and not in limitation of the foregoing, you must not:

Submit projects or solicit quotes from parties identified through the Platform to contact, hire, work with, or pay outside the Platform.

Accept proposals or solicit parties identified through the Platform to contact, deliver services, invoice, or receive payment outside the Platform.

Invoice or report on the Platform or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.

You agree to notify GovFlex immediately if another person improperly contacts you or suggests making or receiving payments outside of the Platform. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to GovFlex by sending an email message to: legal@GovFlex.com

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Platform, such as minimum rates supported on the Platform, and therefore choose to cease using the Platform, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Platform.

PROJECT TERMS

Projects

Independent Worker will perform the Independent Worker Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Independent Worker Services will be determined and controlled solely by Independent Worker, which is engaged by Client as an independent contractor.

Responsibilities for Clients

To ensure accurate billing, the Independent Worker that has the Profile must perform work billed for Time and Materials projects. If an Independent Worker uses subcontractors or if you represent a consulting firm, which employs third parties to perform Independent Worker Services in GovFlex for any Project, the User who controls the profile represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, including an Agency Member that the User engages to perform any work on its behalf under a Project. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Projects, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations). Each Agency specifically acknowledges and agrees that Agency Members have the authority to bind the Agency to Projects entered into by Agency Members on behalf of the Agency.

Independent Worker, Agency, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of GovFlex or Client. Agency, Delegee, and Independent Worker represent, warrant, and covenant that: (a) Agency and, if applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither GovFlex nor Client has the right or power to supervise or control Delegees; and (c) no Delegees of any Agency or other User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from GovFlex or Client.

With respect to Delegees, GovFlex merely provides the platform for Agency or Independent Worker to communicate and share information with Clients and, if they are Users, with Delegees. Agency, Delegee, and Independent Worker understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Agency, Independent Worker, and/or Client and not by GovFlex. Agency, Delegee, and Independent Worker acknowledge and agree that Delegees are not employees or independent contractors of GovFlex, and further acknowledge and agree that they will not be providing any services to GovFlex (directly or indirectly) while employed or engaged by the Agency or another User.

Agency, Delegee, and Independent Worker acknowledge and agree that GovFlex does not, in any way, supervise, direct, or control Delegees; GovFlex does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; GovFlex will not provide Delegees with training or any equipment, labor, or materials needed for a particular Project; and GovFlex does not provide the premises at which the Delegees will perform the work.

CLIENT PAYMENTS AND BILLING

The GovFlex platform requires a duly authorized company representative to pay a 10% or 15% processing fee to authorize a consultant to begin an engagement. Upon completion and acceptance of the consultants’ work, clients are invoiced for the full cost of the consultant engagement. Invoices can be paid via credit card, ACH, or eCheck.

The goal is to electronically pay consultants for services within 48 hours of receipt of payment of the GovFlex invoice by the company, but always within 7 days.

Eligible companies are also offered the additional flexibility of term payments (Net 15, 30, 60 days) for an additional fee.

TERMINATION OF A PROJECT

Under Time and Materials contracts, either the Client or Independent Worker has the right to terminate the Project after providing any required notice, or immediately on the end date specified in the Project terms and/or upon completion of the Independent Worker Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Independent Worker Fees for any Independent Worker Services provided prior to termination of the Hourly Contract.

Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the Project, absent a full refund to Client by Independent Worker, the project does not terminate until the Independent Worker Services are completed. However, either Client or Independent Worker has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Independent Worker.

INTELLECTUAL PROPERTY RIGHTS

Certain Defined Terms

The following capitalized terms have the following meanings:

“Background Technology” means all Inventions developed by Independent Worker other than in the course of providing Independent Worker Services to Client under the Project and all Inventions that Independent Worker incorporates into Work Product.

“Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Independent Worker for Independent Worker to perform Independent Worker Services.

“Invention” means any ideas, concepts, information, materials, processes, data, government data rights, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

Background Technology

Independent Worker will disclose in the Project Terms any Background Technology, which Independent Worker proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Independent Worker discloses no Background Technology, Independent Worker warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Independent Worker will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, 

(a) the name and any associated version number, 

(b) the applicable license or licensing terms, 

(c) whether the item has been modified by Independent Worker, and 

(d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Project Terms, Independent Worker agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

License to Background Technology

Upon Independent Worker’s receipt of full payment from Client for delivery of Work Product, Independent Worker hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product delivered for that payment. 

If work is being performed on behalf of the federal government or its agencies, the standard license rights that a licensor grants to the Government are unlimited rights, government purpose rights, or limited rights. Those rights are defined in the clause at 252.227-7013, Rights in Technical Data—Noncommercial.

If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

Client Materials

Client grants Independent Worker a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Independent Worker Services under the applicable Project. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Project, or upon Client’s written request, Independent Worker will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Project) contained in or on Independent Worker’s premises, systems, or any other equipment or location otherwise under Independent Worker’s control. Within ten days of such request from Client, Independent Worker agrees to provide written certification to Client that Independent Worker has returned or destroyed all Client Materials and Work Product as provided in this subsection.

Handling Classified Information

Where appropriate, and as an approved custodian or user of classified information, you are personally responsible for the protection and control of classified or sensitive information in accordance with 46 CFR 503.59. You must safeguard this information at all times to prevent loss or compromise and unauthorized disclosure, dissemination, or duplication.

Ownership of Work Product and Intellectual Property 

Upon Independent Worker’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Independent Worker has any Intellectual Property Rights to the Work Product that are not owned by Client upon Independent Worker’s receipt of payment from Client, Independent Worker hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Independent Worker retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Independent Worker hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.

License to or Waiver of Other Rights

If Independent Worker has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Independent Worker, Independent Worker hereby automatically, upon Independent Worker’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Independent Worker, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. 

If Independent Worker has any rights to such Work Product that cannot be assigned or licensed, Independent Worker hereby automatically, upon Independent Worker’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

Assistance

Independent Worker will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Project, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Independent Worker’s signature on any document needed in connection with the foregoing, Independent Worker hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Independent Worker.

Immunity

A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

WORKER CLASSIFICATION

Client is responsible and assumes all liability for determining whether Independent Workers are independent contractors or employees and engaging them accordingly; GovFlex disclaims any liability for such determination on the related Project. The Terms of Service do not create a partnership or agency relationship between Users. Independent Worker does not have authority to enter into written or oral (whether implied or express) contracts on behalf of GovFlex. An Independent Worker classified as an independent contractor is free at all times to provide Independent Worker Services to persons or businesses other than Client, including any competitor of Client.

CODE OF CONDUCT AND BUSINESS ETHICS

Details on the GOVFLEX Code of Business Conduct and Ethics can be reviewed in their entirety here http://helpcenter.govflex.com/legal-center/code-of-business-conduct-and-ethics.

RELATIONSHIP WITH GOVFLEX

GovFlex is not a party to the dealings between Client and Independent Worker, including posted projects, proposals, screening, selection, contracting, and performance of Independent Worker Services. GovFlex does not introduce Independent Workers to Clients or help Independent Workers find Projects. GovFlex merely makes the Platform Services available to enable Independent Workers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Independent Workers for themselves. 

GovFlex does not, in any way, supervise, direct, or control Independent Worker or Independent Worker’s work. GovFlex does not set Independent Worker’s work hours, work schedules, or location of work, nor is GovFlex involved in determining if the Independent Worker Fees will be set at an hourly or fixed rate for a Project. GovFlex will not provide Independent Worker with training or any equipment, labor, or materials needed for a particular Project. GovFlex does not provide the premises at which the Independent Worker will perform the work. GovFlex makes no representations about, and does not guarantee the quality, safety, or legality of, the Independent Worker Services; the truth or accuracy of Independent Worker’s listings on the Platform; the qualifications, background, or identities of Users; the ability of Independent Workers to deliver the Independent Worker Services; the ability of Clients to pay for the Independent Worker Services; or that a Client or Independent Worker can or will actually complete a transaction.

GovFlex does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Independent Worker, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Independent Worker’s performance, and Client’s acceptance, of Independent Worker Services.

GovFlex is not required to and may not verify any feedback or information given to us by Independent Workers or Clients, nor does GovFlex perform background checks on Independent Workers or Clients.

You hereby acknowledge and agree that GovFlex may provide information on the Platform about an Independent Worker or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Independent Workers or Clients voluntarily submit to GovFlex and does not constitute and will not be construed as an introduction, endorsement, or recommendation by GovFlex; GovFlex provides such information solely for the convenience of Users.

THIRD-PARTY BENEFICIARY

Users appoint GovFlex as a third-party beneficiary of their Projects for purposes of enforcing any obligations owed to, and any benefits conferred on, GovFlex hereunder. For example, this Agreement prohibits certain terms in any Project and GovFlex is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that GovFlex has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Projects.

The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and GovFlex, except and solely to the extent expressly stated in this Agreement.

UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE

You agree that you will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission. You agree that you will not: 

(a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Platform’s infrastructure; 

(b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Platform) from the Platform, any software code that is part of the Platform, or any services that are offered on the Platform without the prior express written permission of GovFlex and the appropriate third party, as applicable; (

c) interfere or attempt to interfere with the proper operation of the Platform or any activities conducted on the Platform; 

(d) bypass any measures we may use to prevent or restrict access to the Platform or any subparts of the Platform, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; 

(e) transmit spam, chain letters, or other unsolicited communications; 

(f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; 

(g) collect or harvest any personally identifiable information, including Account names, from the Platform; 

(h) access any content on the Platform through any technology or means other than those provided or authorized by the Platform; or 

(i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Platform or the Platform software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Platform or any other software, firmware, hardware, computer system, or network of GovFlex or any third party

THIRD-PARTY VERIFICATION

The Platform makes available various services provided by third parties to verify a User’s credentials including but not limited to the System for Award Management, and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of GovFlex. 

GovFlex neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Platform by anyone other than GovFlex’s authorized employees acting in their official capacities.

LINKS AND APPLICATIONS

The Platform may contain links to third-party websites. The Platform may also contain applications that allow you to access third-party websites via the Platform. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that GovFlex is not responsible or liable for: 

(a) the availability or accuracy of third-party websites; or 

(b) the content, advertising, or products on or available from third-party websites. 

You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Platform does not imply that we endorse the linked platform or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Platform is on an “as is” and “as available” basis without any warranty for any purpose.

 MOBILE AND OTHER DEVICES

When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Platform.

SITE UPDATES

We may from time to time in our sole discretion develop and provide Platform Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Platform Services or portions thereof may not work properly should you fail to do so. 

You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. GovFlex reserves the right, at any time, to modify, suspend, or discontinue Platform Services or any part thereof without notice. You agree GovFlex will not be liable to you or any third party for any modification, suspension, or discontinuance of Platform Services or any part thereof.

CONFIDENTIAL INFORMATION

Confidentiality

To the extent a Client or Independent Worker provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: 

(a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; 

(b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Independent Worker Services (including, without limitation, the storage or transmission of Confidential Information on or through the Platform for use by Independent Worker); and 

(c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Independent Worker Services. 

A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: 

(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or 

(B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Return

If and when Confidential Information is no longer needed for the performance of the Independent Worker Services for a Services Contract or at Client’s or Independent Worker’s written request (which may be made at any time at Client’s or Independent Worker’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

Publication

Client, Independent Worker, and GovFlex will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Independent Worker Services for a Services Contract.

Disclaimer of Warranty

While GovFlex makes every effort to verify the Independent Worker’s past performance, we make no guarantees or warranties regarding expert consultant performance. Information on www.GovFlex.com may contain factual inaccuracies or typographical errors or be incomplete or out of date. Information may be changed or updated without notice.

GovFlex cannot and does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Platforms and Services. You acknowledge that GovFlex simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of user-generated. You understand that all posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. 

You understand that GovFlex does not control, and is not responsible for Content or Service Provider Content made available through the Platforms and Services, and that by using the Platforms and Services, you may be exposed to Content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any Content.

You further acknowledge that GovFlex has no obligation to screen, preview, monitor or approve any user-generated content on the sites and services. However, GovFlex reserves the right to review, modify and/or delete any Content that, in its sole judgment, violates these Terms of Use. By using the platform and services, you agree that it is solely your responsibility to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any content that you submit, receive, access, transmit or otherwise convey through the platform and services.

Under no circumstances will GovFlex be liable in any way for any content, including, but not limited to, any content that is non compliant with Government solicitation, grant, or tender instructions, contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted or otherwise conveyed via the sites and services. You waive the right to bring or assert any claim against GovFlex relating to content, and release GovFlex from any and all liability for or relating to any Content. GPSI has no obligation to review, monitor, or remove any Content or other materials, except as required by law.

You may, however, report content that you believe violates these Terms of Use or is otherwise unlawful by sending an email to legal@GovFlex.com. Please note that you may be liable for damages (including costs and attorneys’ fees) for unlawful misrepresentations. If you are uncertain whether an activity is unlawful, we recommend seeking advice of an attorney.

You agree that GovFlex may establish general practices, policies and limits, which may or may not be published, concerning the use of the Platforms and Services, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which you may access the Platforms and Services in a given period of time. You agree that GovFlex has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Platforms and Services. You agree that GovFlex has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Additionally, we may provide links or otherwise direct you to third party or service provider websites. GovFlex does not control or operate any such third party or service provider websites. Any information you provide to these third party or service provider websites while on these third party or service provider websites is subject to the respective policies of those third parties or service providers, and not GPSI’s policies.

It is your responsibility to review such third party or service provider policies, including any relevant privacy policies. You agree that GovFlex will not be responsible or liable for, and does not endorse any content, advertising, goods or services provided on or through these outside websites or for your use or inability to use such websites. GovFlex does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give to any third party or service provider sites. You use these third party or Service Provider websites at your own risk.

You agree that GovFlex is not responsible for the accessibility or unavailability of any service provider (which includes, but is not limited to, health care and wellness providers) or for your interactions and dealings with them, waive the right to bring or assert any claim against GPSI relating to any interactions or dealings with any Service Provider (which includes, but is not limited to, health care and wellness providers), and release GPSI from any and all liability for or relating to any interactions or dealings with service providers (which includes, but is not limited to, health care and wellness providers).

Without limiting the foregoing, your correspondence or business dealings with, consumption of products or services of, or participation in promotions of, third parties or service providers found on or through the use of the platform and services, including payment for and delivery or fulfillment of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that GovFlex shall not be responsible or liable, directly or indirectly, for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties or service providers on the GovFlex.com platform and services.

If you are using GovFlex.com on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not agree with this Agreement, do NOT click “Sign Up” and do not access, view, download or otherwise use any GovFlex.com webpage, content, information or services. By clicking “Sign Up”, “Join Now”, or similar, or by using any Service, you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. Please note that the GovFlex.com User Agreement and Privacy Policy are also collectively referred to as Government Proposal Solutions, Inc.’s “Terms of Service.”

Delays and Accessibility

The Platforms and Services may be subject to limitations, delays, failure, and other problems inherent in the use of the Internet and electronic communications. GovFlex is not responsible for any delays, failures or other damage resulting from such problems.

LIMITATION OF LIABILITY. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

YOU ACCESS AND USE GOVFLEX.COM AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN ‘AS IS, AS AVAILABLE’ BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER GPSI NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE SITES AND SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOST PROPOSAL, GRANT, TENDER, LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF GPSI, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. WE ARE NOT LIABLE FOR CRIMINAL, TORTUOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE SITES AND SERVICES. IN NO EVENT WILL GPSI OR ANY OF ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTUOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL GPSI OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITES AND SERVICES.

ANY MATERIAL ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GPSI OR THROUGH OR FROM THE SITES AND/OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE TERMS, GPSI DOES NOT REPRESENT OR WARRANT THAT (I) THE SITES AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, COMPLIANT, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE AND/OR SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, GPSI’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

GOVFLEX SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND GPSI HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

GovFlex has no control over and no duty to take any action regarding: other users’ behavior; what effects Content may have on you; how you may interpret or use Content; or what actions you may take as a result of having been exposed to Content. You release GovFlex from all liability for you having acquired or not acquired Content through the Platforms and Services. GovFlex makes no representations concerning any Content, including the accuracy thereof, contained in or accessed through the Platforms and Services, and GovFlex will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Platforms and Services.

Notwithstanding the above terms, neither Government Proposal Solutions, Inc. nor any of our customers, paying subscribers, members, partners, subsidiaries, affiliated companies, suppliers, employees, shareholders, officers, or directors (“Government Proposal Solutions, Inc. Affiliates”) shall be cumulatively liable for (a) any damages in excess of one times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services, any Platform Applications or any of the content or other materials on, accessed through or downloaded from GOVFLEX.com. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

  1. Apply regardless of whether (i) you base your claim on contract, tort, statute or any other legal theory, (ii) we knew or should have known about the possibility of such damages, or (iii) the limited remedies provided in this section fail of their essential purpose; and
  2. Not apply to any damage that GovFlex.com may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be            disclaimed in this Agreement.
  3. Not apply if you have entered into a separate agreement to purchase Free, Basic, or Premium Services with a separateLimitation of Liability provision that supersedes this section in relation to those services.
  4. You may terminate this Agreement, for any or no reason, at any time, with notice to Government Proposal Solutions. This notice will be effective upon Government Proposal Solutions, Inc. processing your notice. Government Proposal Solutions, Inc. may terminate this Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Government Proposal Solutions, Inc. or the party paying for the services may terminate your access to any Premium Services. Termination of your GOVFLEX.com account includes disabling your access to GovFlex.com and may also bar you from any future use of GovFlex.com. 
  5. GovFlex may restrict, suspend or terminate the account of any Member who abuses or misuses the Services. Misuse of the Services includes abusing the GovFlex.com messaging services; creating multiple or false profiles; using the Services commercially without Government Proposal Solutions’ authorization, infringing any intellectual property rights, violating any of the Prohibited Acts listed in this agreement, or any other behavior that Government Proposal Solutions, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, Government Proposal Solutions has adopted a policy of terminating accounts of Members are deemed to have violated a Non Disclosure Agreement.
  6. This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the Common Wealth of Virginia regardless of your country of origin or where you access GovFlex.com, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Government Proposal Solutions, Inc. agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Fairfax County, Virginia, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Government Proposal Solutions agree to submit to the personal jurisdiction of the courts located within Fairfax County, Virginia for the purpose of litigating all such claims. Notwithstanding the above, you agree that Government Proposal Solutions, Inc. shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
  7. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution(“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
  8. Consultants agree that GovFlex.com paying subscribers are solely responsible for accepting or rejecting deliverables produced by all non paying members including but not limited to consultants, and subject matter experts. Any and all rejection of deliverables is subject to arbitration provisions contained herein. Non-paying members waive their rights to any court or other judicial proceeding. If paying subscribers reject a deliverable, non-paying members are entitled to return of their work products. Paying members may not use, copy, distribute, or incorporate any work product that has been rejected.
  9. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
  10. You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and GovernmentProposal Solutions, Inc. regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other GovFlex.com services, third-party content or third party software.
  11. Our failure to act with respect to a breach of thisAgreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any GovernmentProposal Solutions, Inc. Affiliate shall be deemed legally binding on any Government Proposal Solutions, Inc. Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of GovernmentProposal Solutions, Inc.
  12. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
  13. You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you.We may also substitute, by way of unilateral novation, effective upon notice to you, Government Proposal Solutions, Inc. for any third party that assumes our rights and obligations under this Agreement.
  14. In accordance with the Consumer Review Freedom Act (CRFA) you agree and forever affirm that you may not initiate a lawsuit, request binding arbitration, or seek compensation, damages, or injunctive relief for truthful posts or ratings. 

OTHER DISPUTES BETWEEN CLIENT AND INDEPENDENT WORKER/CONSULTANT/EXPERT

It is Client’s responsibility to review the deliverables and to notify the Consultant of disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Consultant’s Services and Consultant’s Fees and can no longer dispute them. GovFlex’s assistance is limited to addressing hours billed, not the quality of the Consultant’s Services or the Work Product provided under Hourly Projects. If Client disputes Consultant’s hours, Client and Consultants are encouraged to resolve the dispute between them. If Client and Consultant fail to come to a resolution, GovFlex may at its sole discretion investigate the invoice and determine, in our sole discretion, whether an adjustment is appropriate consistent with our Terms of Service. GovFlex's determination of such dispute shall be final.

You acknowledge and agree that GovFlex may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a  Consultant. You further acknowledge and agree that GovFlex will not be a party to any dispute between a Client and Consultant over an Hourly Invoice or Hourly Contract.

MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)

This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users except Users located outside of the United States and its territories.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, GPSI, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from AAA.

Scope of Arbitration Agreement and Conduct of Arbitration

Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with GPSI ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Except as otherwise provided herein, arbitration will be conducted in Fairfax County, Virginia in accordance with the AAA Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for AAA. Notwithstanding the foregoing, any Claims by Consultants/Subject Matter Experts that allege employment or worker classification claims will be conducted within 25 miles of where the Independent Workers is located in accordance with the AAA Employment Arbitration Rules and Procedures then in effect. The AAA arbitration rules may be found by searching online for “AAA Comprehensive Arbitration Rules and Procedures.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and GPSI will follow the applicable AAA rules with respect to arbitration fees. In any arbitration under the AAA Employment Arbitration Rules and Procedures, the Independent Workers will pay AAA arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision does apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or GPSI may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.

Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency not to exceed maximum allowable recovery specified herein. Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.

Interpretation and Enforcement of this Arbitration Provision

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and GPSI agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

 Class Action Waiver and Jury Trial Waiver

Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties.

Both you and GPSI agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others.

Notwithstanding any other portion of this Arbitration Provision or the AAA Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and GPSI agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, GPSI may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.

Government Proposal Solution’s Privacy Policy

Your privacy is important to us. To better protect your privacy, Government Proposal Solutions, Inc. provides this notice explaining our online information practices and the choices you can make about the way your information is collected and used. To make this notice easy to find, Government Proposal Solutions, Inc. makes it available on our homepage and at every point where personally identifiable information may be requested.

Information Collected by GOVFLEX.COM

GOVFLEX does not collect and store proprietary proposal information. The only information Government Proposal Solutions, Inc. collects from information request forms includes:

Name, Address, Email address, Phone number, taxpayer identification numbers, employment references, educational history, and degrees and certifications. Government Proposal Solutions,Inc. also maintains copies of all Non Disclosure Agreements (NDAs) between GOVFLEX Companies and Consultants. Other information Government Proposal Solutions, Inc. collects is non-identifying and aggregate information based on how users access GOVFLEX.com. 

Information Use by GOVFLEX.com

Government Proposal Solutions, Inc. uses email and text messaging to send alerts, sends bid notifications, and answer questions. Such addresses are not used for any other purpose and are not shared with outside organizations outside of Government Proposal Solutions, Inc. marketplace.

Government Proposal Solutions, Inc. also uses non-identifying and aggregate information to better design GOVFLEX.com. For example, Government Proposal Solutions, Inc. may know that “X” number of individuals added a category “proposal manager” to their user profile on our website to add a new category of proposal professional, but Government Proposal Solutions, Inc. would not disclose anything that could be used to identify those individuals.

Government Proposal Solutions, Inc. collects social media data for various purposes, including automatically populating user profiles, matching users to projects and opportunities, and research and experimentation. By accepting our terms of service you consent to use of your social media information and confirm the information contained in your social media account are true and accurate to the best of your knowledge.

Finally, Government Proposal Solutions, Inc. will never use or share the personally identifiable information provided to us online in ways unrelated to the ones described above without also providing you an opportunity to opt-out or otherwise prohibit such unrelated uses.

Data Security

To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Government Proposal Solutions, Inc. has put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information Government Proposal Solutions, Inc. collects online.

GENERAL

Entire Agreement

This Agreement, together with the NDAs, OCI Statements, and Teaming Agreements within the site, sets forth the entire agreement and understanding between you and GPSI relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though GPSI drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or GPSI because of the authorship of any provision of this Agreement.

Side Agreements

Clients and Independent Workers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand GPSI’s obligations or restrict GPSI’s rights under this Agreement.

Compliance

User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.

Modifications

No modification or amendment to this Agreement will be binding upon GPSI unless in a written instrument signed by a duly authorized representative of GPSI. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. Modifications do not apply to amendments to this Agreement posted by GPSI to the Platform from time to time.

Assignability

User may not assign this Agreement, or any of its rights or obligations hereunder, without GPSI’s prior written consent in the form of a written instrument signed by a duly authorized representative of GPSI (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). GPSI may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

Force Majeure

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30-day period, the effect of the Force Majeure continues, the Agreement will terminate.

Prevailing Language and Location

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Platform is controlled and operated from our facilities in the United States. GPSI makes no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control.

You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Platform if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Platform; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Platform are solely directed to individuals, companies, or other entities located in the United States. 

Definitions

“Affiliate,” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control by GPSI including but not limited to GovProp.com and GovFlex.com.

“Client” means any authorized User who is either a FREEMIUM user or a user who has purchased a customer success package or using the Platform to seek and/or obtain Independent Workers Services from another User. From time to time, GPSI may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to GPSI when GPSI acts in this way.

“Client Deliverables” means requests, proposals, grants, software, design documents, statements of work (SOW), graphics, and any other work products that a Independent Workers produces within his or her area of expertise to the Client as part of the ordinary course of business.

“Confidential Information” means Client Deliverables, Independent Workers Deliverables, Work Product, and any other information provided to, or created by, a User for a Project or to perform or assist in performing Independent Workers Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Independent Workers or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“Fixed-Price Contract” means a Project for which Client is charged a fixed fee agreed between a Client and a Independent Workers, prior to the commencement of a Project, for the completion of all Independent Workers Services contracted by Client for such Project.

“Time and Materials” means a Project for which Client is charged an hourly rate agreed between a Client and a Independent Workers, prior to the commencement of a Project, for the completion of all Independent Workers Services contracted by Client for such Project.

“Project” means an engagement for Independent Workers Services that a Independent Workers provides to a Client under a Project on the Platform.

“Independent Workers” means any authorized non-paying User using the Platform to advertise and provide Services to Clients.

“Independent Workers Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Independent Workers for a particular Project.

“Independent Workers Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Independent Workers in the Time Logs, multiplied by the hourly rate set by the Independent Workers; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Independent Workers; and (c) any bonuses or other payments made by a Client.

“Independent Workers Services” means all services performed for or delivered to Clients by Independent Workers.

“Hourly Contract” means a Project for which Client is charged based on the hourly rate set by the Independent Workers.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit card issued by a bank acceptable to GPSI, a bank account linked to your Account, a debit card, or such other method of payment as GPSI may accept from time to time in our sole discretion.

“Master Project” means, as applicable, (a) the contractual provisions between a Client and a Independent Workers governing the Independent Workers Services to be performed by a Independent Workers for Client for an Engagement; or (b) if you use GPSI Payroll, the contractual provisions between Independent Workers and the Staffing Provider for the provision of services to Client, if any.

“Projects” means all services that are accessible through the Platform.

“Substantial Change” means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.

“Work Product” means any tangible or intangible results or deliverables that Independent Workers agrees to create for, or actually delivers to, Client as a result of performing the Independent Workers Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Platform or provide to GPSI.

Additional Agreements Between GPSI and Pilot Test Participants:

In addition to the above terms and conditions, Beta and Pilot Test Participants accept the following Non Disclosure Agreement.

This Nondisclosure Agreement (the “Agreement”) is entered into with Government Proposal Solutions, Inc. (“Disclosing Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information or developing a competing Government Proposal and Grants Marketplace system as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Exclusions from Confidential Information. ReceivingParty’s obligations under this Agreement do not extend to information that is: 

Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;

Discovered or created by the Receiving Party before disclosure by Disclosing Party;

Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or Is disclosed by Receiving Party with Disclosing Party’s prior written approval

Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.Receiving Party shall not, without prior written approval of DisclosingParty, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. ReceivingParty also agrees not to copy, reverse engineer, or otherwise develop a competing product. Time Periods. The nondisclosure provisions of thisAgreement shall survive the termination of this Agreement and ReceivingParty’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 

This Agreement and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Agreement through its authorized representative.

How To Contact Us

If you have questions or comments about this User Agreement, please contact us online or by physical mail at:

Government Proposal Solutions, Inc. 6030 Daybreak Circle, Suite A150/155 #365 Clarksville, Maryland 21029, USA

Privacy Policy: May 11, 2018

Your privacy is important to us. To better protect your privacy, Government Proposal Solutions, Inc. provides this notice explaining our online information practices and the choices you can make about the way your information is collected and used. To make this notice easy to find, Government Proposal Solutions, Inc. makes it available on our homepage and at every point where personally identifiable information may be requested.

Information Collected by GovFlex.com

GovFlex does not collect and store proprietary proposal information. The only information Government Proposal Solutions, Inc. collects from information request forms includes:

Name, Address, Email address, Phone number, social security or taxpayer identification numbers, employment references or past performance, educational history, and degrees and certifications.Government Proposal Solutions, Inc. also maintains copies of all Non Disclosure Agreements (NDAs) and OrganizationalConflicts of Interest (OCI) statements between GovFlex Clients andConsultants.Other information Government Proposal Solutions,Inc. collects is non-identifying and aggregate information based on how users access GovFlex.com. 

Information Use by GovFlex.com

GovFlex uses email and text messaging to send alerts, sends bid notifications, and answer questions. Such addresses are not used for any other purpose and are not shared with outside organizations outside of Government Proposal Solutions, Inc. marketplace.

GovFlex also uses non-identifying and aggregate information to better design GovFlex.com. For example, GovFlex may know that “X” number of individuals added a category “proposal manager” to their user profile on our website to add a new category of proposal professional, but Government Proposal Solutions, Inc. would not disclose anything that could be used to identify those individuals.

Finally, GovFlex will never use or share the personally identifiable information provided to us online in ways unrelated to the ones described above without also providing you an opportunity to opt-out or otherwise prohibit such unrelated uses.

Data Security

To prevent unauthorized access, maintain data accuracy, and ensure the correct use of information, Government Proposal Solutions, Inc. has put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information Government Proposal Solutions, Inc. collects online.

Children’s Privacy

Protecting the privacy of the very young is especially important. For that reason, Government Proposal Solutions, Inc. never collects or maintains information at our website from those Government Proposal Solutions, Inc. actually knows are under 18, and no part of our website is structured to attract anyone under 18.

While GovFlex makes every effort to verify expert proposal consultant past performance, we make no guarantees or warrantees regarding expert consultant performance.

 Cookie Policy: May 11, 2018

This policy describes how GovFlex uses cookies on https://www.govflex.com (the “Platform”). We recommend that you also consult our Privacy Policy for additional information on how we collect and use information collected from visitors to the Platform. Your continued use of the Platform after that will signify your acceptance of this policy. We may modify this Agreement without notifying you, so please check back often for updates.

By using the Platform, you agree that we can use the cookies described in this Cookie Policy. You can stop cookies by changing the settings in your browser (more information on how to do this is provided below).

What are cookies?

Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them — or other websites that use the same cookies. This helps websites know if the browsing device has visited them before.

What are cookies used for?

Cookies do lots of different jobs, like helping us understand how the Platform is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.

What types of cookies does GovFlex use?

The type of cookies used on most websites can generally be put into one of six categories: Strictly Necessary, Performance, Functionality, Flash, Tailored Content and Targeting. In order to provide you with the best browsing experience, GovFlex uses all of these categories on the Platform. You can find out more about each cookie category in the sections below.

Strictly Necessary Cookies

These cookies are essential, as they enable you to move around the Platform and use its features, such as accessing secure areas. Without these cookies, some services you have asked for such as payment submission can’t be provided.

Performance Cookies

These cookies collect information about how you use the Platform, for example which pages you go to most often and if you get error messages from certain pages. These cookies don’t gather information that identifies you. All information these cookies collect is anonymous and is only used to improve how the Platform works.

Functionality Cookies

These cookies allow the Platform to remember choices you make (such as your user name, language or the region you’re in). For instance, the Platform uses functionality cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.

 Tailored Content Cookies

Tailored content cookies help the Platform provide enhanced features and display content in a way that is relevant to you. These cookies help the Platform determine what information to show you based on how you have used the Platform previously. These cookies do not track your browsing activity on other websites.

Targeting Cookies

These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Platform you may see some advertisements about our services elsewhere on the Internet.

How long will cookies stay on my browsing device?

The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.

First and third party cookies

First party cookies are cookies that belong to us, while third party cookies are cookies that another party places on your browsing device through our Platform. For example, Facebook will place a cookie on your browsing device if you click on the Facebook link when browsing the Platform.

How to control and delete cookies through your browser

The browser you are using to view the Platform can enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help,” “Tools” or “Edit” facility). Please note that if you set your browser to disable cookies, you may not be able to access certain parts of the Platform for example applying for a job or posting a job. Other parts of the Platform may also not work properly. You can find out more information about how to change your browser cookie settings at www.allaboutcookies.org.

 Fee and ACH Agreement: May 11, 2018

This Fee and ACH Authorization Agreement (this “Agreement”) provides information on the fees GovFlex and its Affiliate GovFlex Escrow Inc. (“GovFlex Escrow”) charges for use of the Platform’s communication, invoicing, dispute resolution and payment services, including Payment Protection, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). This Agreement is part of the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, Platform Terms of Use, or elsewhere in the Terms of Service.

By continuing to use the Platform or the Platform Services on or after the Effective Date, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Platform unless otherwise stated. However, we will provide advance notice of any increase in prices or fees. Please check the Platform often for updates.

Payment Processing Fees Charged to Independent Workers

Pursuant to the User Agreement, GovFlex charges Clients (government agencies and government contractors) a Payment Processing Fee for each payment their Client makes to the Independent Worker on a Project. Depending on certain features of the Project, the Payment Processing Fees will be charged either 8% (government agency), 10% (government contractor), or 15% (FREEMIUM Clients). Where applicable, GovFlex may also collect taxes on Payment Processing Fees.

Tiered Pricing

To help customers tackle increasingly complex projects, we have introduced three Customer Success Packages: Essential, Professional, and Enterprise. Each package offers support for crafting Statements of Work (SOWs), scoping out deliverables, and defining your needs to ensure the best possible match and a successful outcome for the contractors, government agencies, and freelancing experts. Details can be read here http://helpcenter.govflex.com/getting-started-with-govflex/customer-success-packages/govflex-customer-success-packages.

Authorization for ACH Debits and Credits

If and to the extent permitted by GovFlex in its sole discretion, Clients may pay Independent Worker Fees, Customer Success Package fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to GovFlex’s eligibility requirements, if you elect to pay Independent Worker Fees or any other fees owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize GovFlex to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such fees pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). 

Your authorization for ACH transfers contained in this Section 3 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 3.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 3. However, we assume no responsibility for our failure to do so.

You may view a history of your Account transactions by logging in to the Platform. You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Platform. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Platform, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.

Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account.

 Invoice Financing Agreement: May 11, 2018

Payment Terms

GovFlex through its partner Republic Capital Access offers invoice factoring for Clients who prefer to finance their invoices. Under certain circumstances, clients may be eligible to pay invoices according to a terms payment agreement facilitated through Republic Capital Access. Clients in good standing and are otherwise eligible to finance their invoices will pay in addition to the payment processing fees: 

  • Net 15: 2.0%
  • Net 30: 2.5%
  • Net 45: 3.0% 
  • Net 60: 3.5% 

Clients acknowledge that the invoice related to this Purchase Order will be sold by GovFlex to Republic Capital Access and that all payments related to the Project shall be made to Republic Capital Access, LLC.

Clients also agree to review and verify all work has been completed and/or services performed as shown on the invoice, that the amount stated on the invoice will be paid by your office, that there are no disputes, claims of offset, credits owed, prior payments, discounts, or any other matters that you contend reduces your obligation to pay the full amount of the invoice, and that you waive your right to assert any defense to payment of the invoice.

Photo and Likeness Release: May 11, 2018

GovFlex is a platform to enable Independent Workers markets their services to our clients. In order to facilitate marketing activities, you grant permission to use your likeness and any content of your profile our marketing website, or in a photograph or video in any and all GovFlex publications, including website entries, posters, flyers, brochures, Power Point presentations, videos, without payment or any other consideration. You agree that these materials will become the property of GovFlex and will not be returned. 

You irrevocably authorize GovFlex to edit, alter, copy, exhibit, publish or distribute these photos and videos for purposes of marketing your services and our platform or for any other lawful purpose. 

In addition, you waive the right to inspect or approve the finished product, including written or electronic copy, wherein information appears. Additionally, you waive any right to royalties or other compensation arising or related to the use of your profile information. 

You agree to hold GovFlex harmless and release and forever discharge GPSI from all claims, demands, and causes of action which you, your heirs, representatives, executors, administrators, or any other persons acting on your behalf or on behalf of your estate have or may have by reason of this authorization. 

YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF, YOUR COMPANY, OR YOUR AGENCY. AND THAT YOU HAVE READ THIS RELEASE AND FULLY UNDERSTAND THE CONTENTS, MEANING, AND IMPACT OF THIS RELEASE. 

Users wishing to opt-out of the photo and likeness release must select “privacy mode” on the platform. However, you agree that selection of “privacy mode” in no way limits GPSI’s rights under the Consumer Review Freedom Act.

GPSI respects the intellectual property of others. It is our policy to respond expeditiously to legitimate claims of copyright and other intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, we may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We may terminate access for users of the Platform and Service who are infringers.

Notifying GPSI of Copyright Infringement: To provide us with notice of an infringement, you must provide a written communication to the attention of “Site: DMCA Notification Dept.” at DMCA-IP@GovFlex.com that sets forth the information specified by the DMCA. Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright. We will need the following information from you:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; A description of the copyrighted work or other intellectual property that you claim has been infringed; A detailed description of where the material that you claim is infringing is located or found on the Platforms and Services; Your address, telephone number, and email address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. 

Providing GPSI with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we may make reasonable attempts to contact the owner or administrator of the affected content. If your material has been removed and you feel that your material does not constitute infringement, you may provide us with a counter notification by written communication to the attention of “DMCA Counter Notification Dept.” at DMCA-IP@GovFlex.com that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommend seeking advice of an attorney.

IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you and Government Proposal Solutions, Inc., (GPSI) dba (“GovFlex”). This EULA governs your use of the GovFlex software and any third party software that may be distributed therewith (collectively the “Software”). GovFlex agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in this EULA. By accessing online, installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

Your use of the Software is also subject to your agreements with us concerning your use of the govflex.com website (the “Platform”) and the services provided through that website. This EULA hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Platform, including the GovFlex Terms of Service (the “Terms of Service”). Please also see the GovFlex Privacy Policy (the “Privacy Policy”). Capitalized terms not defined in this EULA are defined in the Terms of Service.

CONDITIONAL LICENSE.

License Grant:

Subject to your compliance with the terms and conditions of this EULA, GovFlex grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Platform.

Restrictions on Use:

You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Platform, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Platform. 

You will not access Platform Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Platform Services. GovFlex and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform and the Platform Services. The GovFlex logos and names are trademarks of GovFlex and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Platform or Platform Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of GovFlex’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

Intellectual Property Rights:

The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to GovFlex or its licensors or third party providers. You acknowledge that GovFlex or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in the Terms of Service. 

All rights not expressly granted to you are reserved by GovFlex, its licensors or third party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Trade Secrets:

18 U.S. Code § 1836 the Defense of Trade Secret Act, provides uniform definitions for the critical terms “trade secret” and “misappropriation.” The DTSA’s definition of trade secret is broad, allowing a wide range of proprietary information to fall within the purview of trade-secret protection under the statute. Specifically, trade secret is defined as: “all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if (A) the owner thereof has taken reasonable measures to keep such information secret; and (B) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information.

Users agree the profiles and database of Clients and Independent Workers are for the use of GovFlex customers and not by the general public. Users agree that a profiles are the property of GovFlex and GovFlex may use each profile in its sole discretion and for any purpose. GovFlex has taken steps to limit access to government contractors registered in the System for Award Management (SAM) database or those who posses a .mil or .gov email account. Users agree that all profiles of Clients and Independent Workers are trade secrets belonging to GovFlex. And by accepting our Terms of Service, Users may not screen scrape, download, or use any other method that misappropriates GovFlex trade secrets for the purposes of competing with GovFlex or creating a similar platform.

DISCLAIMER OF WARRANTIES.

“As Is”; No Warranty:

THE SOFTWARE IS PROVIDED BY GOVFLEX AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. GOVFLEX EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. GOVFLEX DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

TO THE FULLEST EXTENT PERMITTED BY LAW, GOVFLEX DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.

Jurisdictional Limitations:

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

Survival of Disclaimer:

The WARANTY provisions of this agreement survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.

LIMITATION OF LIABILITY

Limitation of Liability:

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL GOVFLEX, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF GOVFLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Damages Cap:

EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, GOVFLEX’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR ($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY GOVFLEX.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless GovFlex and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. GovFlex reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.

PRIVACY AND SECURITY

The Software creates a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to GovFlex. These Screenshots may be displayed in the GovFlex work diary when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as visual output of your computer while the Software is active, such confidential information may be included in a Screenshot, transmitted to GovFlex, and displayed in the applicable work diary. In order to prevent transmission of your confidential information to GovFlex, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that GovFlex is not liable to you for security breaches resulting from your use of the Software or otherwise.

NO NOTICE OF UPDATES

GovFlex reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Platform. GovFlex also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.

EXPORT CONTROLS

You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.

Termination:

This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by GovFlex or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from GovFlex if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to GovFlex that all copies have been destroyed.

MISCELLANEOUS PROVISIONS

Severance. Waiver:

If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.

Audit

You agree that, on GovFlex’s request, you will certify in writing your compliance with the terms of this EULA.

Assignment

You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of GovFlex, at our sole discretion. Notwithstanding the foregoing, GovFlex may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.

Entire Agreement

This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

You may not use an GovFlex Logo Mark unless you have a written license, granted by GPSI, permitting you to use the GovFlex Logo Mark. If you have not been granted such a license, then you must not use, copy, modify, distribute, or post the GovFlex Logo Mark for any reason. If you have such a license from GovFlex Logo Mark to use the GovFlex Logo Mark, you must use the GovFlex Logo Mark only as licensed and only in accordance with the guidelines in your agreement.

Prohibited Use of GovFlex Marks

Unless you have written permission from GovFlex, you must never use any GovFlex Mark:

  • On any letterhead, business card, or signature block;
  • As part of your business name or a domain name;
  • As part of a user ID, including on GovFlex or social media;
  • In association with any third-party trademark in a manner that might create potential confusion as to the ownership of the GovFlex Mark;
  • In any manner that suggests or could lead someone to believe you are acting on behalf of or in association with GovFlex or that GovFlex has endorsed or sponsored your product or services; or
  • Outside of your relationship with us, except as permitted by GovFlex in writing.

Even if you have permission to use an GovFlex Logo Mark, you must never use any GovFlex Logo Mark:

  • That has been reproduced from an unauthorized artwork;
  • That has been modified, including color specifications, position and relative size of the letterings;
  • That has been modified to use negative or reverse “drop-out” reproduction;
  • Tightly confined in a band or bar; or
  • With other seals, logos, or other marks of other entities.

Use of Copyrighted Works

You may not use screenshots of or videos of navigation of the Platform (as defined in the Platform Terms of Use) or other works copyrighted by GovFlex without GovFlex’s written permission. Rights to screenshots of user profiles, communications, and work product on GovFlex may need to be obtained from the User. You may not use such screenshots anywhere for any purpose without written authorization. GovFlex cannot grant you permission to use screenshots that include third-party content.

How to Contact Us:

If you have questions or comments about this User Agreement, please contact us online or by physical mail at:

Government Proposal Solutions, Inc.

Attention: Legal Department
6030 Daybreak Circle, Suite A150/155 #365
Clarksville, Maryland 21029
USA

Did this answer your question?