Software as a Service Subscription Agreement

Cover Page

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This Software as a Service Subscription Agreement (this “Agreement”) is made effective as of the last dated signature on this cover and signature page (the “Effective Date”), and is by and between GovBooks, LLC, a Georgia limited liability company, with an address at 8735 Dunwoody Place, Suite 8080, Atlanta, GA 30350 and the party listed as Customer below. Each party will be referred to herein as a “Party” and collectively as the “Parties.”

 

Customer Company Name:

Address:

Administrator Name:

Title:

Email:

Phone:

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The Administrator listed above shall be the first and primary Authorized User who is authorized by Customer to access the Services, with full permission to view, import, transmit and post all Customer Data accessed by the Services, who may purchase additional access and grant permissions for other Authorized Users, and purchase additional Services.

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In addition to these cover and signature pages (the “Cover Page”), this Agreement shall be interpreted in accordance with the terms defined in and the following Schedules, which are attached hereto and incorporated by reference herein:

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• Schedule A – Terms and Conditions

• Schedule B – Services Schedule

• Schedule C – Fees Schedule

 

This Cover Page, all Schedules attached hereto, and any attachments or any other documents incorporated and referred to herein, constitute this Agreement and is the only and entire agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations, representations, agreements and understandings between the Parties, whether written or oral, respecting the subject matter hereof.

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The duly authorized representatives of the Parties have executed this Agreement as of the Effective Date.

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Customer:

By:

Date:

Name:

Title:

Phone:

Email:

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GovBooks, LLC

By:

Date:

Name: 

Title:

Phone:

Email:

Schedule A
Terms and Conditions

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This Schedule A GovBooks Terms and Conditions, together with the Cover Page, any applicable order form(s), fee schedules, and add-on terms (collectively, this “Agreement”), constitute a binding agreement between GovBooks and Customer under which GovBooks provides Customer access to GovBooks’ Services. Customer accepts and agrees to be bound by this Agreement by executing the Cover Page or by using GovBooks’ Services.

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1. Definitions

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Unless otherwise defined in this Agreement, capitalized terms shall have the following meaning:

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“Authorized User” means any employee, consultant, contractor or agent acting on Customer’s behalf (i) who is authorized by Customer to use and access the Services, (ii) who has been supplied with a unique account login and permission access to the Services by GovBooks, and (iii) for whom access to the Services has been purchased hereunder.

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"Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer in or through the Services.

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"Documentation" means GovBooks’ user manuals, handbooks, and guides relating to the Services provided by GovBooks to Customer either electronically or in hard copy form/end user documentation relating to the Services.

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"GovBooks IP" means the Services, the Documentation, and any and all Intellectual Property Rights provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, GovBooks IP includes Aggregated Statistics and any information, data, or other content derived from GovBooks’ monitoring of Customer's access to or use of the Services, but does not include Customer Data.

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"GovBooks Materials" means the Services, specifications, Documentation, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by GovBooks or any subcontractor in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt, GovBooks Materials include any information, data, or other content derived from GovBooks' monitoring of Customer's access to or use of the Services, but do not include Customer Data.

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“GovBooks Technology” means the technology and Intellectual Property Rights in GovBooks’ proprietary, online-hosted software applications and platform solutions, and certain related software applications designed for installation on customers’ and users’ computers and mobile devices, including, GovBooks®.

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"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

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“Professional Services” or “PS” means services supplemental to the Services, including various implementation, configuration, and other professional consulting services related to the GovBooks Technology. Certain Professional Services may require Customer to agree to additional agreement(s) or terms and conditions. 

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“Services” means the GovBooks service offerings specified in Schedule B or applicable order form. 

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“Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.

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2. Access and Use of the Services

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Background. GovBooks markets and makes available “software as a service” and other services on a subscription basis. GovBooks grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Service(s) during the Term (as defined below), solely for Customer’s internal business operations in accordance with this Agreement. GovBooks reserves all other rights.

 

Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with the terms and conditions of this Agreement, GovBooks shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. This Agreement authorizes one Authorized User listed above as the Administrator. Additional Authorized User subscriptions will be purchased on the GovBooks website by the Administrator, be subject to the terms and conditions of this Agreement and subject to any appropriate adjustment of the Fees payable hereunder. 

 

3. Obligations of Customer

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General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. 

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Authorized Users. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.  Customer shall at all times during the Term: (i) set up, maintain and operate in good repair and in accordance with the specifications of GovBooks all Customer systems on or through which the Services are accessed or used; (ii) provide GovBooks representatives with access to Customer systems as is necessary for GovBooks to perform the Services in accordance with its specifications; and (iii) provide all cooperation and assistance as GovBooks may reasonably request to enable GovBooks to exercise its rights and perform its obligations under and in connection with this Agreement.

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Accurate Information. Customer (i) shall ensure the accuracy and completeness of Customer’s initial and ongoing configuration and setup of the Services; (ii) shall ensure that the Services are compatible with Customer’s business and systems requirements; (iii) shall ensure the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (iv) shall ensure the information Customer provides in connection with the Services, such as billing information and purchase orders (excluding Customer unique output that is returned by the Services to Customer), is current, accurate, and complete; and (v) is responsible for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software.

 

Prohibited Conduct. Customer shall not use the Services or GovBooks Technology for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person, or that violates any applicable law; or (vi) use the Services to create, store, transmit or import any Controlled Unclassified Information (CUI), Classified Information or Personal Identifiable Information (PII) other than name and email address. If Customer becomes aware of any actual or threatened activity prohibited under this section, Customer shall cause its Authorized Users to, immediately, (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and GovBooks Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify GovBooks of any such actual or threatened activity.  GovBooks is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.

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Access and Security. Customer shall employ all reasonable physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; (ii) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services; (iii) prevent the use the Services to create, store, transmit or import any Controlled Unclassified Information (CUI) or Classified Information; and (iv) notify GovBooks promptly upon the termination of Services by an Authorized User by email sent to support@govbooks-online.com.

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4. Obligations of GovBooks

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Provision of the Services. Subject to Client’s obligation to pay the Fees and comply with the terms of this Agreement, GovBooks shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (1) planned downtime (scheduled with at least 7 days’ notice and at a time intended to minimize impact to GovBooks customers) and (2) any unavailability caused by circumstances beyond GovBooksʼ reasonable control, including internet service provider failures or delays or denial of service attacks against which GovBooks maintains commercially reasonable prevention controls; (iii) provide its standard support for the Services to Customer at no additional charge, or upgraded support if purchased separately; and (iv) conduct its business in compliance with applicable laws.

  

Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, GovBooks may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between GovBooks and Customer, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by GovBooks. Customer acknowledges that GovBooks may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that GovBooks may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

 

Training; Support. GovBooks will provide to Customer reasonable support for the Services, in accordance with GovBooks’ then-current support policies and procedures as found in Schedule B GovBooks Services.

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5. GovBooks Rights

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Changes to the Services. GovBooks expressly reserves the exclusive right to, without prior notice, at any time and from time to time: (a) offer new, additional, or substitute Services; and (b) modify, amend, or discontinue offering all or any particular Services.

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Suspension. Notwithstanding anything to the contrary in this Agreement, GovBooks may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) GovBooks reasonably determines that (A) there is a threat or attack on any of the GovBooks IP; (B) Customer's or any Authorized User's use of the GovBooks IP disrupts or poses a security risk to the GovBooks IP or to any other customer or vendor of GovBooks; (C) Customer, or any Authorized User, is using the GovBooks IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) GovBooks’ provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of GovBooks has suspended or terminated GovBooks’ access to or use of any Third-Party Applications or services required to enable Customer to access the Services; or (iii) in accordance with Section 6.4 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). GovBooks will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

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6. Fees and Payment

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Fees.  Billing and payment of fees for the Services shall be in accordance with Schedule C.  

Invoicing; Payment. The Services listed in Schedule C shall be due immediately and charged in advance to Customer’s credit or debit card directly, unless otherwise agreed to between GovBooks and Customer.

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Late Fees. Any amount due hereunder and not received by GovBooks by the applicable due date shall bear an additional charge of one and one-half percent (1.5%) per month (or the maximum rate permissible under applicable law, if less than the foregoing) from the date due until paid. 

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Suspension. If GovBooks does not receive payment in full of all undisputed fees within 15 days of the invoice due date, GovBooks reserves the right to suspend access to the Services until all then-unpaid, past-due fees are paid in full and notify Customer of the same. If a Service Suspension occurs due to non-payment for 60 days, GovBooks may delete the database for Customer’s account without notice, after which any and all Customer Data stored in the GovBooks database will be permanently deleted. GovBooks shall be entitled to reimbursement of reasonable collection costs and attorney fees in the event GovBooks retains a collection firm or legal counsel due to Customer’s nonpayment of fees. Except as expressly provided herein, all fees are nonrefundable, and payment obligations cannot be canceled, regardless of actual usage of the Services.

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7. Proprietary Rights

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Ownership. The Services (including, but not limited to, the GovBooks Technology, databases, indexing, search and retrieval methods and routines, hypertext markup language (“HTML”) code, active server pages (“ASP”), intranet pages, and similar materials contained in any of the foregoing) and the Marks (as defined below) constitute the valuable intellectual property and proprietary material of GovBooks and its licensors.  All such material, all modifications, enhancements, and derivative works thereof, and all domestic and foreign intellectual property and proprietary rights pertaining thereto (including the rights to any modification, extension, improvement, enhancement, configuration or derivative work of the GovBooks Technology or any of the foregoing elements thereof, and the rights to the results of any PS, as GovBooks does not and will not provide PS in which custom code or work product is created, and any PS will consist of the implementation and configuration of the GovBooks Technology), are and shall remain exclusively the property of GovBooks and its respective licensors.

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Trademarks. Customer shall not use, or permit anyone under the control of Customer to use, any trademarks, service marks, trade names or logos of GovBooks (collectively, “Marks”) without GovBooks’ prior written consent on each occasion.  Customer shall submit a sample or copy of any proposed advertising, and any letterhead, brochure or other material displaying any such Marks for GovBooks’ approval reasonably in advance of when such advertising or other materials are desired to be used.

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Customer Data. GovBooks acknowledges that, as between GovBooks and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data. Customer hereby grants to GovBooks a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for GovBooks to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

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8. Confidentiality

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Confidential Information. In performance under this Agreement, each Party will have access to certain Confidential Information of the other Party or that the other Party is required to maintain as confidential pursuant to agreements with third parties. As used herein, “Confidential Information” means, with respect to either Party, all written or oral information disclosed to the other Party that relates to the business or operations of the disclosing Party and that is identified as confidential at the time of disclosure or that ought reasonably to be understood and treated as confidential, including, but not limited to, technical and non-technical data, marketing and promotional information, software programs and code (regardless of form or language), methods, techniques, strategies, processes, customer, employee and supplier information, trade secrets, distribution methods, and pricing and financial data. GovBooks’ Confidential Information includes the Services, GovBooks Technology, and any related Documentation and GovBooks Materials provided by GovBooks, all of which are deemed to constitute and comprise trade secrets of GovBooks. Notwithstanding the foregoing, Confidential Information shall not include any given information if and to the extent that the information: (a) is or has become part of the public domain through no act or omission of the receiving Party; (b) was already in the receiving Party’s lawful possession, without obligations of confidentiality, prior to disclosure hereunder; (c) was rightfully communicated to the receiving Party, without obligations of confidentiality, by a third party; or (d) was independently developed by the receiving Party without use of the other Party’s Confidential Information. Each Party shall maintain the Confidential Information of the other Party in strict confidence, using at least the same level of care that it uses to protect its own information of a similar nature, but not less than a reasonable standard of care. Each Party shall use and disclose the Confidential Information of the other Party only as necessary and appropriate for performance under this Agreement and the achievement of the purposes specifically described in this Agreement.  Neither Party shall disclose Confidential Information of the other Party except to such Party’s authorized employees and contractors that are bound by obligations of confidentiality substantially similar to those set forth herein and reasonably need such Confidential Information to fulfill their duties and responsibilities for such Party. Upon the request of either Party at any time, and within thirty (30) days after any termination or expiration of this Agreement, each Party shall promptly return or securely destroy all Confidential Information of the other Party, provided, however, that: (i) if a legal proceeding of which a Party is aware has been instituted to seek disclosure of the Confidential Information of the other Party or with respect to which such Confidential Information is material, such Confidential Information shall not be destroyed by such Party until the proceeding is settled or a final judgment with respect thereto has been rendered; and (ii) any Confidential Information of the other Party held in archives or back-up systems of the receiving Party shall be allowed to expire and be deleted or destroyed in accordance with the receiving Party’s reasonable archiving or backup policies that are consistent with industry standards. As between the Parties, each Party’s Confidential Information shall be and remain solely the property of such Party. Each Party may disclose and retain Confidential Information of the other Party to the extent required: (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party required to make such disclosure first provides, unless prohibited by applicable law, written notice to the other Party, affording it an opportunity to obtain a protective order; or (y) to establish or enforce such Party’s rights under this Agreement.

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Personal Information. In collecting, processing, recording, storing, disclosing, transferring, using, or disclosing Personal Information (as defined below) in connection with this Agreement, each Party shall comply with all applicable privacy and data protection laws, regulations, and guidelines of any relevant jurisdiction (collectively, “Privacy Laws”), and shall only use and disclose Personal Information as necessary to perform its obligations under this Agreement.  Customer shall, in a timely manner, obtain such authorizations, approvals, consents, licenses, and registrations as are necessary and legally required to enable any transfer of Personal Information to GovBooks under this Agreement. As used in this Agreement, “Personal Information” means any information that identifies, or that provides a reasonable basis for enabling the identification of, any individual.

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9. Term and Termination

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Term. The term of this Agreement shall commence on the Effective Date and, unless terminated by either Party in accordance with Section 9.2, continue for one month and thereafter shall automatically renew each month (collectively, the “Term”) unless terminated by either Party pursuant to this Section 9.

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Termination. GovBooks may terminate this Agreement and Customer’s access to the Services with immediate effect in the event Customer breaches this Agreement. Customer may terminate by sending email to support@govbooks-online.com. 

Effect of Termination. Upon any termination or expiration of this Agreement, all licenses and rights granted to Customer in this Agreement shall terminate, and Customer shall (x) promptly return to GovBooks all GovBooks Materials and any other property of GovBooks, including all Confidential Information, furnished to Customer under this Agreement, (y) immediately cease holding itself out, in any manner, as affiliated with GovBooks, and (z) promptly discontinue all use of the Marks.

 

No Termination Liability. Each Party understands that the rights of termination hereunder are absolute. Neither Party shall incur any liability, or be obligated to pay any compensation, whatsoever for any damage (including, but not limited to, damage to or loss of goodwill or investment), loss or expenses of any kind suffered or incurred by the other Party as a result of, arising from, or incident to any termination of this Agreement made in accordance with the terms of this Agreement, regardless of whether such Party is aware of the possibility of any such damage, loss or expenses.

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​10. Warranties; Disclaimers

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Representations and Warranties. Each Party represents, warrants, and covenants that it has the requisite legal and corporate power and authority to enter into this Agreement and to perform and fulfill its duties and obligations under this Agreement, and that such entry and performance does not and shall not violate or constitute a conflict of interest with the rights of any third party, or constitute a default or breach of any agreement by which such Party is bound.

Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (A) NEITHER PARTY MAKES ANY WARRANTIES IN CONNECTION WITH THIS AGREEMENT; (B) THE SERVICES ARE PROVIDED BY GOVBOOKS ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND; AND (C) EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, GOVBOOKS MAKES NO WARRANTY THAT ANY CUSTOMER PROJECTS WILL BE PROPERLY MANAGED BY THE SERVICES OR THAT GOVERNMENT AUDITS WILL BE PASSED.  GOVBOOKS FURTHER MAKES NO WARRANTY THAT ANY GOVBOOKS SERVICES WILL INTEGRATE OR CONNECT WITH ANY THIRD PARTY PRODUCTS. ANY REPRESENTATIONS AND WARRANTIES BY GOVBOOKS WITH RESPECT TO THE SERVICES (AND ANY ASSOCIATED REMEDIES AND OBLIGATIONS OF GOVBOOKS) ARE SOLELY AND EXCLUSIVELY AS EXPRESSLY PROVIDED IN THE REQUIRED TERMS OR SUCH OTHER AGREEMENT AS IS EXECUTED IN WRITING BY CUSTOMER AND GOVBOOKS.

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11. Indemnification

 

1. Mutual Indemnification.  Each Party shall indemnify, defend, and hold the other Party, and its officers, directors, employees, and agents, harmless from and against any claim, action or proceeding brought by any third party, and any associated losses, liabilities, damages, costs, and expenses (including attorney’s fees) sustained or incurred, to the extent arising out of or resulting from: (i) any breach by the indemnifying Party of this Agreement; (ii) any alleged infringement of third-party intellectual property or proprietary rights by the indemnifying Party or any of its products or services (including, with respect to GovBooks, the Services, but expressly excluding any third party products); or (iii) any negligence, misconduct, fraud, or violation of applicable law by the indemnifying Party, or its representatives or agents, in connection with this Agreement.

 

2. Customer Indemnification. Where Customer is the indemnifying party, Customer shall also indemnify, defend, and hold GovBooks, and its officers, directors, employees, and agents, harmless from and against any claim, action or proceeding brought by any third party, and any associated losses, liabilities, damages, costs, and expenses (including attorney’s fees) sustained or incurred, to the extent arising out of or resulting from Customer’s or any Authorized User’s: (i) provision of Customer’s professional services, (ii) modifications to the Services not made by GovBooks, (iii) use of the Services in a manner not authorized by this Agreement; or (iv) use of the Services in combination with data, software, hardware, equipment, or technology not provided by GovBooks or authorized by GovBooks in writing.

 

3. Indemnification Procedures.  A Party seeking indemnification hereunder shall promptly: (a) notify the indemnifying Party in writing upon becoming aware of any indemnified claim; (b) provide the indemnifying Party with sole control over the defense and settlement of any indemnified claim, except that the indemnified Party may reasonably participate in such defense (but not control such defense or settle the claim), at its expense, with counsel of its choice; and (c) reasonably cooperate with the indemnifying Party regarding the indemnified claim. The indemnifying Party shall not settle or compromise any indemnified claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party.

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12. Limitations of Liability

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EXCEPT FOR CLAIMS SUBJECT TO INDEMNIFICATION BY EITHER PARTY UNDER SECTION 11, AND WITHOUT LIMITING CUSTOMER’S OBLIGATIONS TO PAY GOVBOOKS ANY FEES AND OTHER AMOUNTS DUE AND PAYABLE FOR SERVICES PROVIDED (OR TO BE PROVIDED) PURSUANT TO THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE AS A RESULT OF, OR IN CONNECTION WITH, THIS AGREEMENT FOR: (A) ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, SAVINGS, OR DATA, LOSS OF GOODWILL, LOSS OF USE, COST OF CAPITAL, COVER, OR SUBSTITUTE EQUIPMENT, DOWNTIME OF FACILITIES, EQUIPMENT OR SERVICES, OR BUSINESS INTERRUPTION); OR (B) IN THE AGGREGATE FOR ALL CLAIMS AND OTHER MATTERS HEREUNDER, ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT ACTUALLY PAID TO GOVBOOKS BY RESELLER UNDER THIS AGREEMENT IN THE MONTH IMMEDIATELY PRECEDING THE LAST EVENT GIVING RISE TO SUCH LIABILITY.

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13. General

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Independent Contractors; No Professional Attest Services or Legal Advice. The Parties intend to be, are, and shall at all times be independent contractors with respect to their relationship pursuant to this Agreement. Neither Party shall be entitled to act as an agent of the other Party, to negotiate or enter into any agreements, or to incur any obligations on behalf of the other Party.  Customer acknowledges and agrees that GovBooks does not provide legal advice or professional attest services or management advice. Customer is responsible for its own accuracy and completeness of its financial statements. Customer is responsible for conducting its own due diligence and seeking the assistance of a qualified legal or accounting professional.

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Third-Party Applications. GovBooks is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by GovBooks’ website or the Services

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Entire Agreement. This Agreement (together with its Schedules) constitutes the entire agreement and understanding between GovBooks and Customer regarding the subject matter hereof and supersedes any prior and contemporaneous statements, proposals, negotiations, discussions, understandings, or agreements between the Parties regarding such subject matter.  This Agreement may not be modified or amended except by a writing signed by an authorized agent of each of the Parties. Section 2.4 and Sections 6-8, 9.3, 9.4, and 10-13 of this Agreement shall survive any expiration or termination of this Agreement.

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Choice of Law. This Agreement shall be governed by and construed under the substantive laws of the State of Georgia, United States of America, without regard to any choice of law provisions. The exclusive venue for any claim or action brought in connection with this Agreement shall be the Chatham County, Georgia, USA.  The Parties hereby irrevocably submit and consent to the personal jurisdiction of such courts for such purpose, and waive any objection or claim that such venue is improper for any reason in such courts.

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Severability. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable.  If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement and all other provisions shall remain in full force and effect.

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Non-Waiver. The failure by either Party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy, or option or in any way affect the validity of this Agreement.  The waiver of any default by either Party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

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Assignment. Customer may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of GovBooks, except that Customer may assign this Agreement without the other GovBooks’ consent in the event of a sale of all or substantially all of its assets, or in the event of a merger, corporate reorganization or business consolidation of the Party (but excluding any assignment by Customer to a competitor of GovBooks). This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

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No Third-Party Benefit. Except as expressly provided herein, the provisions of this Agreement are for the sole benefit of the Parties, and this Agreement confers no rights, benefits or claims upon any person or entity not a Party.

Force Majeure. Except for payment obligations, neither Party shall be liable for any delay or failure to perform its obligations hereunder to the extent such delay or failure is due to any cause beyond its reasonable control, provided that such Party takes commercially reasonable steps to minimize any such delay or failure.

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Notice. GovBooks shall communicate announcements of general interest by email or by posting on its website or on Customer’s account. GovBooks shall provide Customer with legal notices in writing by email, mail, or courier to the address provided by Customer. Customer shall immediately notify GovBooks if Customer’s address for notice changes, or if the Administrator list on the “Cover Page” changes.

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Execution. This Agreement may be executed in one or more counterparts, each of which counterparts shall be deemed an original but which counterparts together shall constitute the same agreement. Each Party agrees to be bound by its digital or electronic signature, whether transmitted in the form of an electronically scanned image (e.g., in .pdf form) or effected through means of e-signature technology, and each Party agrees that it shall accept the signature of the other Party transmitted in such a manner.

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Anti-Corruption. Customer represents and warrants that, to the best of its knowledge after due inquiry, neither Customer nor any of its corporate affiliates, nor any of their respective directors, officers, employees or agents, has taken any action, directly or indirectly, that would constitute a violation, or implicate Customer in a violation, of any laws or regulations of the United States of America or any other jurisdiction in which Customer conducts business, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and, to the extent applicable, any anti-bribery or anti-corruption legislation enacted by any other countries in which Customer operates or performs in connection with this Agreement (all such laws and regulations, collectively, “Anti-Corruption Laws”). Customer represents that, to the best of its knowledge after due inquiry, it and its affiliates have conducted their businesses in compliance with all Anti-Corruption Laws and have instituted and shall maintain policies and procedures designed to assure, and which are reasonably expected to continue to assure, continued compliance therewith.

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Non-Solicitation. During the Term and for one (1) year after any termination of this Agreement, neither Party shall, except as expressly approved in writing and in advance by the other Party, solicit for employment or for engagement as an independent contractor, offer employment or engagement to, or employ, engage, or contract with in any professional capacity, any person employed by the other Party, or engaged by the other Party as an independent contractor, who was involved in performance under this Agreement on behalf of the other Party.  The foregoing shall not prohibit either Party from discussing employment or engagement with, offering employment or engagement to, or employing or engaging: (i) anyone who responds to a general solicitation or advertisement that is not specifically directed to personnel of the other Party; or (ii) anyone who is referred to such Party by any employment agencies, search firms, or other similar entities, provided that such Party has not specifically instructed any such agencies, firms, or entities to solicit personnel of the other Party.

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Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 8, or, in the case of Customer, Section 3.2, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Suggestions. Many of GovBooks’ changes to user interfaces, features, and functionality of the Services come as a result of suggestions made by customers or other applicable third parties, whether in the form of suggestions, enhancement requests, recommendations or other feedback provided relating to the Services (“Suggestions”). All Customers benefit from GovBooks incorporating Suggestions in future releases of the Services. Customer hereby grants to GovBooks an irrevocable, worldwide, royalty-free, perpetual license to use as GovBooks deems appropriate any Suggestions that Customer provides to GovBooks, to incorporate such Suggestions in any form into the Services, and to exercise any other rights with respect to such Suggestions, even if Customer has designated the Suggestions as confidential. GovBooks shall be entitled to use any Suggestions without restriction and without obligation to Customer, provided that GovBooks removes from any Suggestions any information that identifies, or that would provide a reasonable basis to identify, Customer or any of its products or services.

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SCHEDULE B
GovBooks Services

Services

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In accordance with the terms of this Agreement, GovBooks® shall provide Customer with the following Services and, if applicable, Professional Services:

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GovBooks® Subscription

GovBooks is a web-based system that integrates with QuickBooks® to provide DCAA compliance, compute and allocate indirect rates, and provide project management and financial reports. GovBooks extends the capabilities of QuickBooks® by incorporating an indirect rate calculation and allocation module, a contracts module to track funding and backlog, a labor distribution module, and customizable reports and dashboards. GovBooks is an enterprise system with access control based on roles and permissions. GovBooks is delivered as Software as a Service (SaaS) for a monthly subscription fee, which is charged for each Authorized User. The GovBooks Subscription includes online access to tutorials and system documentation for Authorized Users. Implementation work can be performed during a paid Help Desk Session or a Custom Project.

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Help Desk Sessions

For an additional fee, GovBooks will provide online Zoom Help Desk Sessions, each limited to no more than thirty (30) minutes in duration. However, a Help Desk Session lasting for less than thirty (30) minutes will count as one session. To cancel or reschedule a session, you must login in to your online account and cancel or reschedule the session. Once a session starts, fees are non-refundable. A "no show" will count as a session. If a session goes longer than 30 minutes, you will be billed $75 for any portion of the next 30 minutes.  All Help Desk Sessions will be booked using the GovBooks scheduling system found on the GovBooks website.

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Custom Projects

GovBooks may undertake additional add-on services at its sole discretion and upon request by Customer. Additional services, if available, may be offered by GovBooks for an additional charge and will be provided as mutually agreed to by the parties in writing from time to time. Such services will generally require a deposit to be paid in advance and billed at an hourly rate. Any unused portion of the deposit will be refunded.

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Online Tutorials and System Documentation

Tutorials and system documentation is available to Customers, Authorized Users and members of the GovBooks website at no charge.

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Email Support

GovBooks provides email support to Authorized Users. An Authorized User may obtain email support by contacting support@govbooks-online.com.

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Phone Support

Phone support is provided through a Zoom meeting and must be scheduled in advance on the GovBooks website as a paid Help Desk Session.

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Technical Support

Free technical support is available for assistance with logging in or to report a system error by contacting GovBooks at support@govbooks-online.com or calling 912-800-6068.

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SCHEDULE C
Fees Schedule

Fees Schedule

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Refer to Schedule B for the scope of the following Services. Fees for the Services shall be due immediately and charged by GovBooks in advance to Customer’s credit or debit card directly, unless otherwise agreed to between GovBooks and Customer, at the following rates: 

 

GovBooks Subscription

$100 per month per Authorized User, charged and paid in advance for the monthly billing period.

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Help Desk Sessions

$75 charged and paid in advance limited to 30 minutes each.

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Custom Projects

Based on quote accepted by the client.

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Online Tutorials and System Documentation

Free to all Authorized Users and GovBooks website members.

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Email Support

Included for Authorized Users.

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Phone Support

Included using a Zoom call during a paid Help Desk Session.

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Technical Support

Free to all Authorized Users.

 

GovBooks may update its rates from time to time at its sole discretion by providing the Customer a 30-day written notice of the new rates delivered by email to the Customer account administrator of record.