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 you, as an independent professional in the U.S. government contracting industry (a "Provider"), to create a work profile that will be viewable by GovMaven's government contracting entity customers ("Clients") that are looking to connect with a Provider to supply contracted services in support of pursuing a contract with one or more U.S. 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 "Provider" shall be deemed to refer to such entity, if any. If you do not agree to all of the terms of this Agreement, you 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 through the Services and update the "Last Updated" date above. If GovMaven makes any material changes to this Agreement, GovMaven will provide notice of such material changes through the Services and attempt to notify Provider by sending an e-mail to the last e-mail address entered on Provider'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) Provider's consent to and acceptance of the updated Agreement if GovMaven provides a mechanism for Provider's immediate acceptance in a specified manner (such as a click-through acceptance), which GovMaven may require before further use of the Services is permitted. If Provider does not agree to the updated Agreement, Provider must stop using the Services upon the effective date of the updated Agreement. Otherwise, Provider's continued access to or use of the Services after the effective date of the updated Agreement constitutes Provider's acceptance of the updated Agreement. Please regularly check govmaven.com to view the then-current Agreement. Provider hereby agrees that GovMaven's continued provision of the Services is adequate consideration for the changes in the updated Agreement.
Please be aware that Section 12 contains provisions governing how to resolve disputes between you and GovMaven. Among other things, Section 12 includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and us will be resolved by binding and final arbitration. Section 12 also contains a class action and jury trial waiver. Please read Section 12 carefully.
Unless you opt out of the agreement to arbitrate within 30 days: (1) you will only be permitted to pursue disputes or claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and you waive your right to participate in a class action lawsuit or class-wide arbitration; and (2) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.
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 Provider to access Services.
"Anonymized Data" means Provider Data from which Provider-specific characteristics have been removed, and/or that is combined with other data, in a manner that renders it generic and not attributable to Provider.
"Engagement" means any contact between a Client and Provider through the Services regarding potential engagement by the Client of Provider to provide 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.
"Provider Data" means any content or information including, without limitation, video, images, data, text, contact information, messages, content or other materials, that Provider uploads, posts, publishes, displays or makes available through the Services or that Provider shares with, emails, communicates, or otherwise distributes to GovMaven or through the Services (collectively, such actions, "Transmit").
The Services are available only to Providers that are (i) legal entities and persons who currently reside in the U.S., (ii) are using the Services to seek bona fide Engagement from Clients, (iii) are deemed by GovMaven to hold appropriate skills and experience of interest to GovMaven's Clients with respect to performing services for Clients for the purpose of such Client pursuing contract opportunities with Government Entities, and (iv) 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 third-party candidates with employers or to develop or secure business opportunities on behalf of third-parties. For the avoidance of doubt, you are not eligible to register as a Provider if you use more than one full-time employee or consultant to provide proposal services to third-parties. Provider represents, warrants and covenants that (a) Provider is a citizen, resident, or entity registered and located in the United States of America; and (b) Provider 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 Provider a revocable, non-exclusive, non-sublicensable, non-transferable license for the duration of the Term (as defined below) solely to use the Services in the bona fide pursuit of Engagements. 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 a Client for the Provider to provide services for on behalf of Client shall be exclusively between Provider and the applicable Client.
Provider will not, and will not permit any third 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.
Provider agrees that GovMaven may update the Services without notice. Such updates may require Provider 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, Provider may be required to register an account on the Services (an "Account"). Notwithstanding anything to the contrary herein, Provider acknowledges and agrees that Provider has no ownership or other property interest in the Account, and Provider 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. Provider is responsible for all activities that occur under its Account. Provider may 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. Provider agrees not to create an Account or use the Services if Provider has been previously removed or banned from the Services.
In registering an Account, Provider 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 Provider 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 Provider's Account and refuse any and all current or future use of the Services (or any portion thereof). Provider agrees not to create an Account using a false identity or information, or on behalf of someone other than Provider. 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 Provider identity and eligibility to use the Servies as a Provider (including meeting the criteria set forth in Section 2.1). Provider 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 Provider and (b) keep the Services operational and available to Provider, in each case in accordance with GovMaven's standard policies and procedures.
Provider is solely responsible for its interactions with Clients and any other users of the Service (collectively "Users") with whom Provider interacts; provided, however, that GovMaven reserves the right, but has no obligation, to intercede in any resulting disputes between Provider and Users. You acknowledge and agree 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. Provider 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 Provider's interactions with any other Users and any Engagement (or lack thereof). If Provider is a California resident, Provider 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 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 Provider Data, including without limitation Provider's resume information, employment and work history, work experience, educational background, skill set, image, appearance, likeness, full name, biography, and other elements or attributes of Provider's identity. When Provider Transmits any Provider Data through the Services, Provider represents that Provider owns or has all rights to provide and make available the Provider Data to GovMaven and on the Services in connection with GovMaven's provision and Provider's use of the Services. Provider 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, adapt, publicly perform, and publicly display Provider Data (in whole or in part), for the purposes of: (a) operating, improving and providing the Services, including sharing the Provider Data between the Provider and Clients 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 Provider Data that Provider submits to any "public" area of Services, including any information included in Provider's profile. Provider agrees that Provider, not GovMaven, is responsible for all of the Provider Data that Provider Transmits through the Services and GovMaven has no responsibility or liability for the deletion or distortion of any Provider Data; or the failure to store, Transmit, or receive Transmission of Provider Data. For avoidance of doubt, (y) the Provider Data is the exclusive property of Provider and all rights in and to the Provider Data not expressly granted to GovMaven in this Agreement are reserved by Provider; and (z) GovMaven owns all Anonymized Data. GovMaven is not obligated to back up any Provider Data; Provider is solely responsible for creating backup copies of any Provider Data at its sole cost and expense.
GovMaven appreciates any feedback and suggestions that Provider may have. Provider 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 Provider 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 Provider.
Except with respect to Provider Data and other User Content, You agree 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 acGovMavening 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 Provider 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 Provider regarding Services, or any part thereof.
Provider shall pay GovMaven the applicable fees, if any, for the Services in accordance with each Order Form ("Fees"). If paying by credit card or other valid payment method accepted by GovMaven ("Payment Account"), Provider hereby authorizes GovMaven and its third-party payment processing service provider ("Payment Processor") to charge the Payment Account for the applicable Fees upon the applicable due date, as indicated in the applicable Order Form. Provider authorizes GovMaven to provide the Payment Processor with Provider's payment and Payment Account information.
If Provider orders certain Services clearly indicated as "Free" or with a similar designation (on an Order Form or as otherwise agreed upon by the parties) ("Free Services"), GovMaven retains the right to charge Fees for any such Free Services at a later date by providing at least thirty (30) days' advanced written notice to Provider. Provider's continued use of such Services will be subject to all applicable Fees.
Fees (if any) are quoted and payable in United States dollars, payment obligations are non-cancelable, and all Fees are nonrefundable in all respects except as otherwise provided for in this Agreement. Provider shall reimburse GovMaven for all reasonable expenses incurred in accordance with any Order Form, so long as such expenses are preapproved by Provider in writing.
In the event any Fees are subject to a good faith dispute by Provider, Provider shall notify GovMaven in writing within ten (10) days after receiving the applicable invoice, and shall continue payment of all undisputed Fees pending the outcome of the dispute resolution. In the event that GovMaven is unable to charge Provider's Payment Account or does not receive payment within ten (10) days after the applicable due date, GovMaven reserves the right to suspend the Services until payment is received.
The Fees exclude, and Client will be solely responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services (excluding taxes based solely on GovMaven's income). In the event Client is subject to withholding taxes, Client shall gross up its payment to GovMaven such that GovMaven receives the full amount listed in the applicable invoice.
This Agreement will begin on the date Provider accepts it (in accordance with the preamble) and continue in full force and effect for the duration of your use of the Services, unless otherwise terminated in accordance with the Agreement (the "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. In the event you have not actively used the Services for ninety (90) days or more, GovMaven may notify you of such inactivity and require that you login to the Services and update your Account (an "Inactivity Notice"). In the event you fail to login and update your Account following receipt of an Inactivity Notice, GovMaven may suspend your Account and terminate your use of the Services.
Upon termination of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate and Provider 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, 5.4, 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. GovMaven, as Receiving Party, will limit access to the Provider's Confidential Information to those of its employees, agents and representatives who have a need to know in connection with GovMaven's performance under this Agreement, in each case who are subject to confidentiality obligations no less restrictive than those set forth herein. 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 clinking a link to a Third-Party Service, Provider 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 Provider 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 Provider's own risk. Provider 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 Provider'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 Provider being hired. Provider acknowledges and agrees that GovMaven is not liable, and Provider agrees not to seek to hold GovMaven liable, for the conduct of third parties, including Clients, users, or operators of any third-party sites that may interact with the 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 Clients; (ii) the outcome of any engagement with any Client; or (iii) entering into any agreement with a Client engaged through the Services.
Provider 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) Provider's use of the Services; (b) any Engagement, agreement entered into by Provider with a Client or services Provider provides to a Client (including without limitation claims that Provider is misclassified as an independent contractor or that GovMaven is an employer or joint employer of Provider, 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) Provider's provision, or GovMaven's use, of Provider Data; (d) Provider's violation of this Agreement, of any rights of a third-party, or of any applicable laws, rules or regulations; or (e) Provider'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 Provider, in which event Provider will fully cooperate with GovMaven in asserting any available defenses. This provision does not require Provider 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 Provider 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 Provider's use of the Services, with the express exception of the Free 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 Provider 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 Provider 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 greater of the total amount paid by Provider hereunder in the twelve (12) months preceding the incident giving rise to liability, or $100.
Subject to the terms of this Arbitration Agreement, you and GovMaven agree that any disagreement, controversy, or claim arising out of or relating in any way to your access to or use of the Services, any communications you receive through the Services, or this Agreement and prior versions of this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (1) you and GovMaven may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or GovMaven may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
There might be instances when a Dispute arises between you and GovMaven. If that occurs, GovMaven is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and GovMaven agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court ("Informal Dispute Resolution"). You and GovMaven agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate. To initiate Informal Dispute Resolution, a party must give notice in writing to the other party ("Notice"). Such Notice to GovMaven that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@govmaven.com.com. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Dispute. GovMaven will send Notice and a description of the Dispute to your email address or regular address on file. The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask for an Informal Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.
You and GovMaven hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and GovMaven are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled "Applicability of Arbitration Agreement" above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Each of us may bring claims against the other only on an individual basis and not on a class, representative, or collective basis, and the parties hereby waive all rights to have any dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Only individual relief is available. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 12.9 entitled "Batch Arbitration." Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, "Waiver of Class and Other Non-Individualized Relief," are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and GovMaven agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the Loudoun County, Virginia. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or GovMaven from participating in a class-wide settlement of claims.
This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If Informal Dispute Resolution does not resolve satisfactorily within forty-five (45) days after receipt of a Notice, you and GovMaven agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation ("NAM") in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the "NAM Rules") in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the "NAM Mass Filing Rules"), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the "Request"). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and GovMaven otherwise agree, or the Batch Arbitration process discussed in subsection 12.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM Rules. You and GovMaven agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. You and GovMaven agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party's costs from the time of the offer.
The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Virginia and will be selected by the parties from NAM's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then NAM will appoint the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration process under subsection 12.9 is triggered, NAM will appoint the arbitrator for each batch.
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled "Waiver of Class and Other Non-Individualized Relief," including any claim that all or part of the subsection entitled "Waiver of Class and Other Non-Individualized Relief" is unenforceable, illegal, void or voidable, or that such subsection entitled "Waiver of Class and Other Non-Individualized Relief" has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or GovMaven need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration.
To increase the efficiency of administration and resolution of arbitrations, you and GovMaven agree that in the event that there are twenty-five (25) or more individual Requests of a substantially similar nature filed against GovMaven by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period (or as soon as possible thereafter), NAM shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between twenty-five (25) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award ("Batch Arbitration"). All parties agree that Requests are of a "substantially similar nature" if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by GovMaven. You and GovMaven agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, except as expressly set forth in this provision.
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@govmaven.com.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your GovMaven account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Except as provided in the subsection entitled "Waiver of Class or Other Non-Individualized Relief," if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with GovMaven as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
You and we agree that GovMaven retains the right to modify this Arbitration Clause in the future. Any such changes will be posted through the Services and you should check for updates regularly. Unless you reject the change within thirty (30) days of such change become effective by writing to GovMaven at support@govmaven.com.com, your continued use of the Services following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive through the Services, or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. GovMaven will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
This Agreement is not assignable or transferable by Provider 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 Provider, by emailing the email address last made available by Provider 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 Provider's Account is not valid, or for any reason is not capable of delivering to Provider 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 Provider and GovMaven may take place via electronic means, whether Provider visits the Services or sends GovMaven emails, or whether GovMaven posts notices on the Services or communicates with Provider via email. For contractual purposes, Provider (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 Provider 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.