This Terms of Service Agreement (the “Agreement”) is a legal agreement between you (“You”) and Govlist Inc, a Delaware Corporation (“Company”) for use of the website found at https://secure.procurenow.com, the servers used by either the website or application, the computer files stored on such servers, and all services, features and content offered by the Company (collectively, the “Service”).

  1. Acceptance of Terms

Please read this Agreement carefully. By creating an account or accessing or using the Service, You acknowledge that you accept and agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE SERVICE. We may modify this agreement from time to time. Any amended terms automatically take effect 10 days after they are initially posted on this site. Your use of the Service following the effective date of any modifications to this agreement will constitute your acceptance of the agreement, as modified. You agree that notice on the Service of modifications is adequate notice.

  1. Registration and Eligibility

When creating or updating an Account on the Service, You may be required to provide the Company with certain personal information, which may include your name, birth date, e-mail address, and, in some cases, payment information. This information will be held and used in accordance with the Company’s Privacy Policy. You agree that You will supply accurate and complete information to the Company, and that You will update that information promptly after it changes. You further agree that:

  1. Limited License

The Company grants You a limited, revocable, non-exclusive, non-transferable license to access and use the Service for Your own individual use subject to the other terms of this Agreement. All rights, title, and interest in and to the Service not expressly granted in this agreement are reserved by the Company.

  1. Your Use of the Service

As a condition of using the Service, you agree not to use the Service for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the Service and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes. You agree to the following:

Any such forbidden use shall immediately terminate Your license to the Service.

  1. Account Security

You are solely responsible for activity that occurs on your account and it is your responsibility to protect your personal data and maintain the confidentiality of your user information and password. You are also responsible for immediately notifying the Company of any unauthorized use of your account, or breach of your account information or password. The Company will not be liable for any loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge. To the extent allowable by law, you shall be liable for any expenses and reasonable attorney’s fees for your failure to safeguard user and password information and/or promptly notify the Company about unauthorized use of your account or breach of your account information or password.

  1. Use of Mobile Devices

Please note that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply if you are using the Service on a mobile device.

  1. Monitoring

We reserve the right to view, monitor, and record activity when you use the Service without notice or further permission from You, to the fullest extent permitted by applicable law, although we have no obligation to do so. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity involving use of the Service.

  1. Third Party Links

The Service may give You access to links to third-party websites (“Third Party Sites”). The Company does not endorse any of these Third Party Sites and does not control them in any manner. Accordingly, the Company does not assume any liability associated with Third Party Sites. You need to take appropriate steps to determine whether accessing a Third Party Site is appropriate, and to protect Your personal information and privacy on such Third Party Site.

  1. Changes to the Service

From time to time and without prior notice to you, we may change, expand and improve the Service. We may also, at any time, cease to continue operating part or all of the Service or selectively disable certain aspects of the Service. Any modification or elimination of the Service will be done in our sole and absolute discretion and without an ongoing obligation or liability to you, and your use of the Service does not entitle you to the continued provision or availability of the Service.

  1. Indemnity

You hereby agree to indemnify and hold the Company, its affiliates, officers, directors, employees, agents, legal representatives, licensors, subsidiaries, joint ventures and suppliers, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

  1. Warranty Disclaimer

The Company controls and operates the Service from various locations and makes no representation that the Service is appropriate or available for use in all locations. Services may not be available in Your location or may vary across locations. THE SERVICE IS PROVIDED “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. THE COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. Limitation of Liability

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU

  1. Miscellaneous

Any dispute arising from this Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN SAN FRANCISCO COUNTY, STATE OF CALIFORNIA AND THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL. Any cause of action you may have with respect to your use of the Service must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. A printed version of this agreement shall be admissible in judicial or administrative proceedings. No waiver of by the Company of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect. Upon termination, all provisions of this Agreement, which, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

  1. No Class Actions

All claims between the parties related to this Agreement will be litigated individually and the parties will not consolidate or seek class treatment for any claim, unless previously agreed to in writing by the parties.

BY USING THE SERVICE OR ACCESSING THE SERVICE, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Vendor Fees

If the project you are applying for is subject to our Vendor Fees, the fee we charge to the winning vendor(s) for using Govlist Services amounts to 1.5% of the total contract value of the project being solicited. We may change our vendor fees from time to time by posting the changes on our website, but with no advance notice required for temporary promotions or any updates that result in changes to fees. If you are a vendor, you are liable for transaction fees arising out of all sales made using some or all Govlist Services, even if sales terms are finalized or payment is made outside of our system. In particular, if you offer or reference your contact information or ask a buyer for their contact information in the context of buying or selling outside of our system, you will still be liable to pay the fees applicable to that item, even if the item doesn’t sell, given your usage of Govlist Services for the introduction to a buyer. You must pay all fees and applicable taxes associated with Govlist Services by the payment due date, which is within 30 days of when the invoice was sent. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, retain collection agencies and legal counsel, and, for accounts over 60 days past due, request that PayPal deduct the amount owed from your PayPal account balance. In addition, you will be subject to late fees, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information Govlist reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at Govlist Inc., Global Collections, [email protected]. If you wish to dispute the information a collection agency reported to a credit bureau regarding your account, you must contact the collection agency directly. Vendor fees don’t purchase exclusive rights to item exposure on Govlist, whether on a web page, mobile app, or otherwise. We may, in our sole discretion and without consent from, or payment, fee reduction, or other credit to, vendors, display third-party advertisements (including links and references thereto) or other content in any part of Govlist Services.