Terms of Service

Terms of Service2019-05-16T13:59:55+00:00

Welcome to GovSpend!

Thank you for using the services (the “Services”) made available by SmartProcure, Inc. d/b/a GovSpend (“GovSpend,” “we,” and “us”) through or otherwise in connection with the websites located at www.smartprocure.uswww.govspend.com or govspend.app (each a “Site”). These Terms of Use (“Terms”) control all Services, including Services provided directly through the Sites and Services otherwise provided by GovSpend in connection with the Sites.

Thank You for Accepting Our Terms

By accessing either Site or using any of the Services, you have agreed to these terms. Likewise, by obtaining, using, or retaining any information, data, or records obtained from or through the Services, either Site, or GovSpend (collectively, “Content”), you have agreed to these Terms. If you have created an account in the name of an entity, you accept these Terms on behalf of yourself in your individual capacity and on behalf of the entity.

Always Be You

You represent, warrant, and agree that all information you have provided in connection with your GovSpend account is honest, accurate, and complete and that you have not and will not falsify or mispresent any information regarding your identity, affiliations, or intentions. You further represent, warrant, and agree you will keep all information associated with your GovSpend account current and up to date and notify us of any changes.

Some Ground Rules

Each time you access or use a Site, the Services, or any Content, you are representing, warranting, and agreeing you will abide by these Terms as well as any other policies, terms, or agreements between you and GovSpend (“Supplemental Terms”) and that you will not use (or authorize the use of) either Site, the Services, or any Content in any manner or for any purpose that would violate these Terms or any Supplement Terms.

Always Keep It Legal

You agree you will use the Services only as permitted by law, including the CAN-SPAM Act and applicable export and re-export control laws and regulations. You understand and agree you must comply with all applicable federal, state, and local laws, rules, and regulations with respect to your use of the Sites, the Services, and any Content. You understand and agree you are responsible for assessing whether the Sites, the Services, and the Content are appropriate for your use with respect to your obligations under any applicable laws or regulations, including European Union data protection laws. You further understand and agree that using our Services does not grant you any ownership or property rights, intellectual or otherwise, in our Services or any Content. You further understand and agree that you may not use the Sites, the Services, or any Content in any manner inconsistent with the rights of the individual or entity that made the Content publicly available or made the Content specifically available to GovSpend. You further agree not to remove, obscure, or alter any copyright, trademark, proprietary right, or other legal notices displayed in or along with the Sites, the Services, or the Content.

Don’t Share Logins or Passwords

You agree you will not share your login name or password with any other person or entity without our explicit, written, permission. You may only allow one person to access the Services per user license, which must be a current employee of the entity; if that authorized employee user separates from the entity, the entity agrees it will change the password previously used by that employee user to access the Services. You may not assign your rights to the Services without our explicit written consent.

You assume all responsibility for any claim, demand, damage, or other harm resulting from any other party obtaining your login or password and further agree to indemnify, defend, and hold us harmless from any claim, demand, damage, or other harm based on or otherwise resulting from any other party obtaining your login or password.

If you learn of any unauthorized use of your password, account or content you obtained, notify us immediately at security@GovSpend.us.

Don’t Share Content

The Sites, the Services, and the Content are intended exclusively for your individual use; provided, however, you may share Content with relevant decision-makers employed by the same entity employing you, if you have properly established an account on behalf of that entity and that entity does not offer services similar to the Services or otherwise compete with GovSpend.

You understand and agree you may not sell, rent, or license any Content to any person or entity under any circumstance. You further understand and agree you may not repackage, redistribute, reproduce, transmit, publicly display, publish, adapt, create derivative works from, or otherwise share any Content with any other person or entity under any circumstance, whether or not for profit or a fee; again, provided you may share Content with relevant decision-makers employed by the same entity employing you, if you have properly established an account on behalf of that entity and that entity does not offer services similar to the Services or otherwise compete with GovSpend.

We may provide you the right to share content from us with another party, through any sharing function we may provide in the Services. If we provide such feature you must use it pursuant to any directions we provide. In no event may you use third party functions to share our Services including any content from the Services.

You Better Not Be A Competitor

A “Competitor” is any person or entity that offers services similar to the Services or otherwise competes with GovSpend. Notwithstanding any other statement contained herein, if you are a Competitor, affiliated with a Competitor or working with a Competitor in any capacity, you understand and agree you may not maintain a GovSpend account, access the Sites, review any Content, or make any use of any kind of the Services, either Site, or any Content for any purpose.

We Don’t Allow Bots, Scrapers, or Bugs

You understand and agree you may not access the Sites, the Services, or the Content using any automated scripts or process, including but not limited to any robot, spider, crawler, data scraper, or other extraction tool. You further understand and agree you may not interact with the Sites or the Services using any method other than the human user interface and instructions we provide. Likewise, you agree you will not use any device, software, or routine to bypass the Sites’ robot exclusion headers or meta tags, otherwise interfere or attempt to interfere with the proper working of the Sites or the Services, or take any other action calculated or reasonably likely to impose a burden on the Sites or the Services.

You also agree not to introduce to the Sites or the Services any virus, malware, or other code intended to damage, interfere with, extract information from, enable the access of, or produce modifications to a Site, the Services, or the Content. You further agree not to attempt to obtain the identity or contact information of other GovSpend users through any extraction of information from the Sites, the Services, or the Content.

Our Code Is Ours

You understand and agree you may not attempt to modify, decompile, reverse engineer, or otherwise attempt to gain access to any technology or source code underlying the Sites, the Services, or any Content.

We Like To Communicate

In connection with your use of the Services, we may send you service announcements, messages, and other information. You may opt out of some of those communications.

Privacy and Copyright Protection

GovSpend’s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that GovSpend can use such data in accordance with our privacy policies.

Your Content in our Services

Some of our Services allow you to submit content. You may retain ownership of any intellectual property rights, to the extent legally permitted, that you hold in that content. In short, what belongs to you stays yours, subject only to limited nonexclusive use rights we have.

When you upload or otherwise submit content using our Services, you give GovSpend a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), share, communicate, publish, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license is irrevocable and continues perpetually even if you stop using our Services or your contract for our services expires.

You can find more information about how GovSpend uses and stores content in the privacy policy or additional terms for particular Services. If you submit feedback about our Services, we may use your feedback without obligation to you.

No Agency

Notwithstanding any other statement herein or elsewhere, neither these Terms nor your use of the Sites, the Services, or the Content create any form of agency, partnership, joint venture, or franchise between you and GovSpend, express or implied.

About Software in our Services

GovSpend gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by GovSpend as part of the Services. This license is for the sole purpose of enabling you to use the Services as provided by GovSpend, during the term of the license we grant (limited to a maximum of one year from the grant date, renewable on an annual basis, unless we expressly provide otherwise) and in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software.

Modifying our Services

We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. We may also add or create new limits to our Services at any time. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

Renewal and Termination

In the event your account becomes past due, your Service may be suspended, the remaining balance will be considered in default, and the entire account balance will become due and owing immediately. You also agree to pay all reasonable collection costs, including attorneys’ fees. A service charge of $25.00 or the maximum amount permitted by applicable law will be charged for all returned checks. Fees are exclusive of any federal, state or other governmental taxes, however designated, and it is your responsibility to pay such taxes.

You agree to make the payments for the term identified in your subscription agreement with GovSpend. To be clear, you can stop using the Services at any time, but you will remain liable for any payments due according to your subscription agreement. We’ll be sorry to see you go.

Upon termination or expiration of your access to the Sites or the Services, you will cease all attempts to access the Sites and cease all use of the Services.

Unless sooner terminated in accordance with our terms of service or any written agreement that you have with us, the term will continue to renew automatically for consecutive terms of the same length as the original term. We may charge any previously authorized credit card or other account only upon such renewal. However, no renewal will occur if you provide written notice of non-renewal to cancel@GovSpend.us prior to the effective date of renewal that you desire not to renew.

Line item export credits expire on a monthly basis unless a longer term is agreed to in writing, but in any event, line item export credits will expire at a date no later than one year from the date of purchase.

Violation

While we truly hope it does not come to this, if you violate these Terms, you agree we may terminate your access to the Sites, the Services, and the Content immediately without refunding any amounts paid or prepaid for the Sites, the Services, or the Content, and without limiting or prejudicing our right to seek additional relief as a result of your violation.

Unauthorized Access

You also understand and agree that any access of either Site or the Services in any manner inconsistent with Terms shall constitute unauthorized access of the Site for purposes of state and federal law, including but not limited to the Computer Fraud and Abuse Act.

Warranties and Disclaimers

We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.

For starters, our Services display information made available by other entities, and we make no warranty or representation with respect to the accuracy or completeness of that information. Although GovSpend may review Content from time to time, you should not assume we review the Content or that we are endorsing its accuracy or completeness.

Likewise, the Site and Services may become unavailable from time to time and you understand and agree we will not liable for any damages or losses related to any system errors or interruptions affecting the Sites, the Services, or the Content. Likewise, you understand and agree we are not liable for any delay or failure associated with the Sites, the Services, or the Content that is beyond our control or otherwise.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, OR IN ADDITIONAL TERMS WE PROVIDE IN A CONTRACT WITH YOU, NEITHER GOVSPEND NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES, REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES. FOR EXAMPLE, OTHER THAN DESCRIBING IN GENERAL THAT WE OFFER PUBLICLY AVAILABLE PROCUREMENT INFORMATION FROM A VARIETY OF SOURCES, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WE PROVIDE. NOR DO WE MAKE ANY COMMITMENT ABOUT THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”. ADDITIONALLY, THE INFORMATION WE PROVIDE ON THIRD PARTY PURCHASES AND RELATED DATA IS GATHERED FROM THIRD PARTY SOURCES INCLUDING PUBLIC RECORDS. WE DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

Limitations on Liability for our Services

TO THE EXTENT PERMITTED BY LAW, GOVSPEND AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF GOVSPEND AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES. WITHOUT LIMITING ANY OTHER LIMITS OR DISCLAIMERS, IN ALL CASES, GOVSPEND AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Modification and Review

GovSpend may modify these Terms at any time on a prospective basis by posting the revised terms on the Sites, emailing the revised terms to your email address on file, or taking such other action as may be reasonably calculated to provide you notice. Changes will not apply retroactively and will become effectively immediately.

For your part, you agree to review the Terms of Service posted on the Sites to which you have authorized access to ensure you are familiar with the most recent Terms of Service.

Miscellaneous

These Terms control the relationship between GovSpend and you and supersede any prior terms of service applicable to the Sites. These Terms do not create any third-party beneficiary rights. If you do not comply with these Terms, and we do not take action right away, it does not mean we are giving up any rights we may have (such as taking action in the future). If any provision contained in these Terms is held to be unenforceable, it shall be reformed so as to make it enforceable if possible. If it is not possible to reform the provision so as to make it enforceable, the provision shall be severed and shall not affect the enforceability of any other provision in these Terms or any other policy or agreement between you and GovSpend.

In addition, you agree to follow any additional policies made available to you regarding the Services or the Sites, as well as the terms and conditions of any service agreement, purchase order, or other agreement between you and GovSpend, all of which shall supplement and not displace these Terms. In the event of a conflict between any policy, service agreement, purchase order, or other written agreement, these Terms shall control, unless the policy, service agreement, purchase order, or other written agreement is in writing, signed by GovSpend’s CEO, and specifically states it is intended to control over these Terms, in which case it shall control to the extent of any conflict.

Assignment

You understand and agree we may assign these Terms and our rights hereunder at any time and that these terms shall be binding upon and inure to the benefit of our successors and assigns.

Choice of Law, Forum, and Venue

The internal laws of the State of Florida, in the U.S.A., excluding Florida’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms, the Services, either Site, or the Content. The exclusive forum and venue for all claims arising out of or relating to these Terms, the Services, either Site, or the Content shall be the federal and state courts situated in Broward County, Florida, USA, and you and GovSpend consent to the personal jurisdiction in those courts.

Class Action Waiver

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. No party will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings.

Last modified date: February 19, 2019