Last updated: September 15, 2024
This Terms of Use Agreement (the "Agreement") governs your use of the GovMaven, Inc. ("GovMaven") Federal Contractor Marketplace services available at govmaven.com (the "Services"). The Services enable independent professionals in the U.S. government contracting industry registered through the Services (a "Provider"), to create a work profile that will be viewable by you as a government contracting entity ("Client") looking to connect with a Provider to supply contracted services in support of pursuing a contract opportunity with one or more United States' federal, state, or local government bodies or agencies ("Government Entities").
By creating an account, clicking the "Accept" button, or by using or accessing the Services, you agree to be bound by and become a party to this Agreement, and, if you are accessing or using the Services on behalf of an entity, represent that you have the authority to enter into this Agreement on behalf of the entity identified in the account registration process. The terms "you" and "Client" shall be deemed to refer to such entity, if any. If Client does not agree to all of the terms of this Agreement, Client must not, and may not, access or use the Services.
Please note that this Agreement is subject to change by GovMaven in its sole discretion at any time. When changes are made, GovMaven will make a copy of the updated Agreement available at the site and update the "Last Updated" date above. If GovMaven makes any material changes to this Agreement, GovMaven will provide notice of such material changes on the site and attempt to notify Client by sending an e-mail to the last e-mail address entered on Client's account. Any changes to this Agreement will be effective upon the earlier of (a) thirty (30) days after the "Last Updated" date above, or (b) Client's consent to and acceptance of the updated Agreement if GovMaven provides a mechanism for Client's immediate acceptance in a specified manner (such as a click-through acceptance), which GovMaven may require before further use of the GovMaven platform is permitted.
If Client does not agree to the updated Agreement, Client must stop using the GovMaven platform upon the effective date of the updated Agreement. Otherwise, Client's continued access to or use of the GovMaven platform after the effective date of the updated Agreement constitutes Client's acceptance of the updated Agreement. Please regularly check the site to view the then-current Agreement. Client hereby agrees that GovMaven's continued provision of the GovMaven platform is adequate consideration for the changes in the updated Agreement.
If Client subscribes to any feature or functionality of the Service for a term (the "Initial Subscription Term"), then such subscription will be automatically renewed for additional periods of the same duration as the Initial Subscription Term at GovMaven's then-current fee for such features and functionality unless Client opts out of automatic renewal in accordance with Section 6.1.
Capitalized terms will have the meanings set forth in this Section 1, or in the section in which they are first used.
"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Client to access Services.
"Anonymized Data" means Client Data from which Client-specific characteristics have been removed, and/or that is combined with other data, in a manner that renders it generic and not attributable to Client.
"Authorized User" means each of Client's employees, agents, and independent contractors who are authorized to access Services pursuant to Client's rights under this Agreement.
"Client Data" means any content or information including, without limitation, images, data, text, messages, content or other materials, that Client uploads, posts, publishes, displays or makes available through the Services or that Client shares with, emails, communicates, or otherwise distributes to GovMaven or through the Services (collectively, such actions, "Transmit").
"Engagement" means any contact between a Client and Provider through the Services regarding the potential engagement of the Provider by the Client to assist and support the Client in pursuing and securing a government contract opportunity, including but not limited to, providing sub-contracted services on behalf of Client to a Government Entity.
"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
"Order Form" means a physical or electronic order form, or service registration page that is agreed to by both parties identifying the Services to be made available by GovMaven pursuant to this Agreement.
The Services are available only to Clients that are (i) legal entities and persons who currently reside in the U.S., (ii) are using the Services to seek bona fide Engagement with Providers and (iii) and are capable of forming legally binding contracts under applicable law. The Services are not intended for use by, and no license of use is granted hereunder to, employment, placement, staffing agencies, proposal development agencies, business development agencies, or similar entities intending to match candidates with third-party employers or to develop or secure business opportunities on behalf of client. Client represents, warrants and covenants that (a) Client is a citizen, resident, or entity registered and located in the United States of America; and (b) Client is not an individual, an individual employed by or associated with, or 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 Department of State's Debarred Parties List or otherwise ineligible to perform services for or receive funds from the U.S. Government.
Subject to the terms and conditions of this Agreement and the applicable Order Form, GovMaven grants to Client a revocable, non-exclusive, non-sublicensable (except to Authorized Users), non-transferable license for the duration of the Term solely to use the Services for its internal business purposes to review Provider profiles through the Services and seek Engagements with Providers. Client may permit any Authorized Users to access and use the features and functions of Services as contemplated by this Agreement. For the avoidance of doubt, the Services are not intended to be used to negotiate or enter into any contractual agreement between a Provider and a Client. Any Engagement that results in an agreement between the Provider and Client for the Provider to provide services for on behalf of Client shall be exclusively between the Provider and Client.
Client will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the Services, except as expressly allowed herein; (b) modify, adapt, alter or translate the Services; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as permitted by law; (e) interfere in any manner with the operation of the Services or the hardware and network used to operate the Services; (f) modify, copy or make derivative works based on any part of the Services; (g) access or use the Services to build a similar or competitive product or service; or (h) otherwise use the Services in any manner inconsistent with applicable law or this Agreement.
Client agrees that GovMaven may update the Services without notice. Such updates may require Client to install updates to its software or devices to continue use of the Services. Any future release, update or other addition to the Services shall be subject to this Agreement.
In order to access the Services, Client, and each of its Authorized Users, may be required to register an account on the Services (an "Account"). Notwithstanding anything to the contrary herein, Client acknowledges and agrees that Client has no ownership or other property interest in the Account, and Client further acknowledges and agrees that all rights in and to the Account are and will forever be owned by and inure to the benefit of GovMaven. Furthermore, Client is responsible for all activities that occur under the Account. Client may not, and will cause its Authorized Users to not, share its Access Protocols, and agrees to notify GovMaven immediately of any unauthorized use of the Access Protocols or any other breach of security. Client agrees not to create an Account or use the Services if Client has been previously removed or banned from the Services.
In registering an Account, Client shall (a) provide true, accurate, current, and complete information as prompted by the registration form (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If Client provides any Registration Data that is untrue, inaccurate, incomplete or not current, or GovMaven has reasonable grounds to suspect that any information provided is untrue, inaccurate, incomplete or not current, GovMaven has the right to suspend or terminate Client's, or any Authorized User's, Account and refuse any and all current or future use of the Services (or any portion thereof). Client agrees not to create an Account using a false identity or information, or on behalf of someone other than Client or bona fide Authorized Users. GovMaven reserves the right to validate Registration Data at any time, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm Client's and its Authorized User's identities. Client authorizes GovMaven, directly or through third parties, to make any inquiries necessary in furtherance of the foregoing sentence.
Subject to the terms and conditions of this Agreement and the applicable Order Form, GovMaven will exercise commercially reasonable efforts to (a) provide support for the use of the Services by Client and (b) keep the Services operational and available to Client, in each case in accordance with GovMaven's standard policies and procedures.
Client is solely responsible for its interactions with Providers and any other users of the Service (collectively "Users") with whom Client interacts; provided, however, that GovMaven reserves the right, but has no obligation, to intercede in any resulting disputes between Client and Users. Client acknowledges and agrees that GovMaven will not be responsible for any liability incurred as the result of such interactions (whether or not such interaction takes place or was facilitated through the Services). The Services may contain content provided by other Users ("User Content") and such User Content is the sole responsibility of the User from whom such User Content originated. GovMaven is not responsible for and does not control User Content. GovMaven has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use or rely on all User Content and interact with other Users at your own risk. Client hereby releases GovMaven and its successors and assigns from claims, demands, any and all losses, damages, liabilities, rights, and actions of any kind, including personal injuries, death and property damage, that is either directly or indirectly related to or arises from Client's interactions with any other Users and any Engagement (or lack thereof). If Client is a California resident, Client hereby waives California Civil Code Section 1542, which states, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
As a condition of use, you agree not to use any of the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any Authorized User or third party to) (a) take any action or (b) make available any Provider Data on or through the Services that: (i) infringes, misappropriates or otherwise violates any intellectual property right, right of publicity, right of privacy or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves contests, sweepstakes, barter, advertising, or pyramid schemes without GovMaven's prior written consent; (v) impersonates any person or entity; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, "flooding," "spamming," "mail bombing," or "crashing" the Service.
GovMaven does not claim ownership to any Client Data, including without limitation Client's, and any Authorized User's, job postings, business profile, contact information, and image, appearance, likeness, full name, biography, and other elements or attributes of such party's identity. When Client, or its Authorized Users, Transmit any Client Data through the Services, Client represents that Client owns or has all rights to provide and make available the Client Data to GovMaven and on the Services in connection with GovMaven's provision and Client's use of the Services. Client hereby grants GovMaven a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Client Data (in whole or in part), for the purposes of: (a) operating, improving and providing the Services, including sharing the Client Data between the Client and Providers for the purposes of facilitating potential Engagements; (b) compiling Anonymized Data related to the performance, operation, and use of the Services; and (c) in otherwise in accordance with GovMaven's privacy policy found at www.govmaven.com/legal/privacy. Please remember that other Users may search for, see, use, modify and reproduce any of Client Data that Client submits to any "public" area of Services, including any information included in Client's profile. Client agrees that Client, not GovMaven, is responsible for all of the Client Data that Client and its Authorized Users Transmit through the Services and GovMaven has no responsibility or liability for the deletion or distortion of any Client Data; or the failure to store, Transmit, or receive Transmission of Client Data. For avoidance of doubt, (y) the Client Data is the exclusive property of Client and all rights in and to the Client Data not expressly granted to GovMaven in this Agreement are reserved by Client; and (z) GovMaven owns all Anonymized Data. GovMaven is not obligated to back up any Client Data; Client is solely responsible for creating backup copies of any Client Data at its sole cost and expense.
GovMaven appreciates any feedback and suggestions that Client may have. Client hereby grants to GovMaven a non-exclusive, sub-licensable (through multiple tiers of sublicensees), royalty-free, worldwide, perpetual, irrevocable, fully transferable, royalty-free and fully paid right and license to: use or incorporate into the Services any suggestions, ideas, feedback, recommendations or other information provided by Client, or its Authorized Users, with respect to the Services ("Feedback") and to reproduce, distribute, modify, create derivative works of, publicly perform and display, and sub-license Feedback. For avoidance of doubt, Feedback is not Confidential Information of Client.
Except with respect to Client Data and other User Content, Client agrees that GovMaven and its suppliers own all rights, title and interest in the Services (including but not limited to, any computer code, themes, concepts, methods of operation, moral rights, documentation, and all Intellectual Property Rights contained therein). You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services. GovMaven's name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of GovMaven and may not be used without express written permission in connection with your, or any third-party, products or services. Third party trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. All rights in and to Services not expressly granted to Client in this Agreement are reserved by GovMaven and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Client regarding Services, or any part thereof.
GovMaven uses Stripe, Inc. and its affiliates as the third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) ("Payment Processor"). You agree to be bound by Stripe's Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/us/terms). Client shall provide payment details and any additional information required to complete Client's order directly to the Payment Processor. Client hereby authorizes GovMaven and the Payment Processor to share any information and payment instructions provided to the minimum extent required to complete Client's transactions. Client acknowledges that online payment transactions may be subject to validation checks by the Payment Processor and Client's bank or card issuer, and agrees that Client is responsible if such bank or card issuer declines to authorize payment for any reason. Client is responsible for any online handling fee or processing fees charged by Client's bank or card issuer. The Payment Processor may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
Client agrees to pay GovMaven all fees set forth in the applicable Order Form ("Fees") in accordance with this Agreement and the Order Form. Fees will be billed at the commencement of Client's subscription to the Services and at regular intervals as set forth on the Order Form. GovMaven reserves the right to change the timing of such billing upon notice to Client. GovMaven reserves the right to adjust the Fees upon the renewal of a Subscription Term with sixty (60) days prior written notice.
In the event any Fees are subject to a good faith dispute by Client, Client shall notify GovMaven in writing within ten (10) days after the payment due date, and shall continue payment of all undisputed Fees pending the outcome of the dispute resolution.
The Fees do not include and may not be reduced to account for any taxes, including any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use, or withholding taxes (collectively, "Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder (excluding Taxes based on GovMaven's net income or property) unless Client provides GovMaven with a valid tax exemption certificate authorized by the appropriate taxing authority. If Client is required by applicable law to withhold any Tax with respect to any payment owed to GovMaven, Client will (a) pay GovMaven the full amount owed to GovMaven under the relevant Order Form without reduction for any such withholding tax; (b) pay the appropriate amount to the applicable taxing authority, as required by applicable law, and (c) furnish to GovMaven certified copies of tax receipts and any other documentation reasonably requested by GovMaven as proof of Client's payment of the withholding tax.
If Client upgrades its subscription to the Services during of a Subscription Term, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement and the Order Form. If Client downgrades its subscription to the Services, such downgrade will take effect as of the first day of the next Subscription Term. All Subscription Terms, the Fees will reflect any such upgrades or downgrades. Downgrading a subscription may cause loss of content, features, or capacity of the Services, and GovMaven does not accept any liability for such loss.
This Agreement will begin on the date Client accepts it (in accordance with the preamble) and continue in full force and effect as long as an Order Form is active, unless otherwise terminated in accordance with the Agreement (the "Term"). Unless otherwise specified on an Order Form, the initial "Subscription Term" set forth therein will automatically renew for additional periods equal to the expiring Subscription Term unless and until either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches the terms of this Agreement or the Order Form, and such breach remains uncured more than fourteen (14) days after receipt of written notice from the non-breaching party reasonably describing such breach.
Upon termination of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate and Client and its Authorized Users must cease all use of the Services; (b) promptly after the effective date of termination or expiration, each party will comply with its obligations to return or destroy all Confidential Information of the other party; and (c) any amounts owed to GovMaven under this Agreement will become immediately due and payable. Sections 1, 2.3, 3, 4, 5, 6.3, 7 and 9 through 13 will survive expiration or termination of this Agreement for any reason.
"Confidential Information" means any nonpublic information of a party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving party (the "Receiving Party") knows or reasonably should have known is the confidential or proprietary information of the Disclosing Party. The Services, and all enhancements and improvements thereto, will be considered Confidential Information of GovMaven.
The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Client) or to those employees who have a need to know (with respect to GovMaven), in each case who have confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
The confidentiality obligations set forth in Section 7.2 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
The Services may contain links to third-party websites, applications, and advertisements for third parties (collectively, the "Third-Party Services"). By clicking a link to a Third-Party Service, Client may leave the Service and become subject to the terms and conditions (including privacy policies) of another party's website or services. GovMaven will not provide any warning that Client is leaving the Services. Third-Party Services are not under the control of GovMaven and GovMaven is not responsible for any Third-Party Services. GovMaven provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. Use of all links to Third-Party Services is at Client's own risk. Client should review all terms and policies applicable to the Third-Party Services, including privacy and data gathering practices before proceeding with any transaction with any third party.
Each party represents and warrants that: (a) it has full right, power, and authority to enter into this Agreement and to bind itself to the terms and conditions herein, and that it is not a party to any other agreement that conflicts with its ability to enter into this Agreement; and (b) it will comply with all applicable federal, state, and local laws and regulations in respect to its performance of its obligations hereunder.
To the maximum extent permitted by applicable law, the Services are provided on an "as is" and "as available" basis, with all faults, and GovMaven makes no (and hereby disclaims all) warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, system integration, data accuracy, merchantability, title, noninfringement, or fitness for a particular purpose. GovMaven does not warrant that any errors can be corrected, the Services will meet Client's requirements, that operation of the Services will be uninterrupted or error-free, or that the results obtained from use of the Services will be accurate or reliable. GovMaven does not guarantee that Services will result in positions being filled, and is not responsible or liable for any engagement, and/or business or hiring decisions, for whatever reason made, made by Client. Client acknowledges and agrees that GovMaven is not liable, and Client agrees not to seek to hold GovMaven liable, for the conduct of third parties, including providers, users, or operators of any third-party services.
You acknowledge and agree that GovMaven is not liable, and you agree not to seek to hold GovMaven liable, for the conduct of third parties, including operators of external sites and other users of the Services, and that you acknowledge the risk of injury or harassment from such third parties, and that such third parties are solely responsible for such risk. You are solely responsible for all of your communications and interactions with other users of the Services, whether or not such communications or interaction occur through the Services.
You acknowledge and agree that GovMaven is not responsible or liable for any success, or lack thereof, in (i) building relationships or connections between you and providers; (ii) the outcome of any engagement with any provider; or (iii) entering into any agreement with a provider engaged through the Services.
Client will indemnify, defend and hold harmless GovMaven and its subsidiaries, affiliates, officers, agents, employees, representatives and agents from any and all third-party claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) arising from or relating to (a) Client's use of the Services; (b) any Engagement, agreement entered into by Client with a Provider or services that a Provider provides to Client (including without limitation claims that Client has misclassified a Provider as an independent contractor as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits); (c) Client's, or its Authorized Users, provision, or GovMaven's use, of Client Data; (d) Client's violation of this Agreement, of any rights of a third-party, or of any applicable laws, rules or regulations; or (e) Client's, or any Authorized User's, gross negligence or willful misconduct. GovMaven reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event Client will fully cooperate with GovMaven in asserting any available defenses. This provision does not require Client to indemnify any party for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.
GovMaven shall indemnify, defend and hold harmless Client from and against any and all third-party claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) arising from or relating to (a) a claim that Client's use of the Services as permitted under this Agreement and the applicable Order Form infringes or misappropriates the Intellectual Property Rights of such third party or (b) GovMaven's gross negligence or willful misconduct, provided that GovMaven shall have no obligations under this Section with respect to the foregoing to the extent arising out of: (a) any instructions, information, or other materials provided by Client to GovMaven.
A party seeking indemnification under Section 10.1 or Section 10.2, as applicable, shall (a) promptly give the indemnifying party written notice of the claim, (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim without the indemnified party's prior written consent), and (c) provide to the indemnifying party all reasonable assistance, at the indemnifying party's expense.
To the maximum extent permitted by applicable law, in no event shall GovMaven have any liability to Client for any indirect, special, incidental, consequential, or punitive damages, however caused, whether in contract, tort or under any other theory of liability, and whether or not GovMaven has been advised of the possibility of such damages. In no event shall GovMaven's total liability arising out of or related to this Agreement, whether in contract, tort or under any other theory of liability, exceed in the aggregate the total amount paid by Client hereunder in the twelve (12) months preceding the incident giving rise to liability.
In the event of any controversy or claim arising out of or relating to this Agreement, or any breach thereof, such controversy or claim shall be determined and settled by confidential arbitration, conducted in English, held in the state of Virginia, administered by the American Arbitration Association ("AAA") before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. The award rendered by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.
This Agreement is not assignable or transferable by Client without GovMaven's prior written consent. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the parties and any attempt to assign this Agreement in violation of this Section 13.1 shall be void.
All notices required or permitted under this agreement must be delivered in writing, if to GovMaven, by email to support@govmaven.com.com, and if to Client, by emailing the email address last made available by Client on its Account. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party. In the event that the email address provided on Client's Account is not valid, or for any reason is not capable of delivering to Client any notices required or permitted by this Agreement, GovMaven's dispatch of the email containing such notice will nonetheless constitute effective notice.
The communications between Client and GovMaven may take place via electronic means, whether Client visits the Services or sends GovMaven emails, or whether GovMaven posts notices on the Services or communicates with Client via email. For contractual purposes, Client (a) consents to receive communications from GovMaven in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that GovMaven electronically provides to Client satisfy any legal requirement that such communications would satisfy if it were to be in writing.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subject to Section 12 any disputes under this Agreement must be brought in the state or federal courts with jurisdiction over Loudoun County, Virginia. Each party hereby consents to the personal jurisdiction and exclusive venue of such courts. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party, the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction provided such party makes reasonable efforts to perform thereafter.
The parties shall be independent contractors under this Agreement, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under this Agreement.
This Agreement, including all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any other prior or contemporaneous agreements, discussions, proposals, representations or warranties, written or oral, with respect to the subject matter hereof. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties hereto. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.