(Last modified on April 18, 2007.)
IMPORTANT INFORMATION:
YOU MUST ACCEPT THIS USAGE AGREEMENT EVERY TIME YOU USE A SERVICE PROVIDED BY SENSOFT INTERNATIONAL, INC.
This Usage Agreement governs the use of all Services relating to
FSS Contract Management Services that are currently offered, or may be offered
at some time in the future, by SenSoft International, Inc.
DEFINITIONS
When used in this Agreement, the following terms have the
following defined meanings:
The term “SenSoft” shall mean SenSoft
International, Inc., the provider of the Service or
Services.
The term “Agreement” means this Usage
Agreement and all of the terms and conditions set forth
herein.
The terms “Addendum” or “Addenda” shall
mean such additions to the Agreement as may be made a part of the Agreement by
SenSoft, from time to time. Each
Addendum is a part of the Agreement and is incorporated by reference as if
stated in full herein. Addenda
shall be posted on the SenSoft website for SenSoft’s Do-It-Yourself Web Tool
Users, or sent by paper copy to SenSoft’s Turnkey Service Solution Users. The Addenda become effective as of the
effective date contained in the Addenda, but no earlier than the date of posting
on the SenSoft website or the date the Addenda are sent by paper copy to
SenSoft’s Turnkey Service Solution Users.
Each Addendum shall be named in alphabetical order beginning with
“Addendum A”. SenSoft may modify
or delete any such Addendum, but shall note the date of the modification
or deletion on its website for Do-It-Yourself Web Tool Users or by paper to
Turnkey Service Solution Users.
The term “FSS” means Federal Supply
Schedule.
The term “Service” or “Services” means
SenSoft’s FSS Contract Management Services, including, but not limited to, the
FSS Contract Modification Preparation Services, and the GSA Advantage! Price
List Upload Services, as well as related user instructions, content and any telephone
or other support.
The term “Order” refers to a single use
of the Services.
The term “Annual Subscription” refers to
the right to submit a limited number of Orders of specific types over the period
of one calendar year from the start date of the “Annual
Subscription.”
The term "User" means the person and/or
company from whom SenSoft has received the information necessary to permit such
person or company to use the Services, and who accepts and complies with the
terms and conditions of this Agreement.
The “Do-It-Yourself Web Tool User” uses SenSoft’s Web Tools to: prepare and update FSS Contract Price
Lists; prepare FSS Contract Modification submissions; and prepare GSA Advantage!
Price Lists for upload to the GSA Advantage! e-commerce platform. The “SenSoft Turnkey Service Solution User”
supplies his information to SenSoft; and SenSoft, on his behalf: prepares and updates FSS Contract Price
Lists; prepares FSS Contract Modification submissions; and prepares GSA
Advantage! Price Lists for upload to the GSA Advantage! e-commerce platform.
The terms “you” or “your” shall refer to
the User.
By utilizing the Services,
each Do-It-Yourself Web Tool User hereby acknowledges that User accepts this
Agreement and that User’s point and click acceptance constitutes an electronic
signature by User that binds User to the terms and conditions of this
Agreement. Turnkey Service Solution Users
shall execute a paper version of this Agreement, including any attached Addenda,
and shall be bound thereby. Any
person binding a legal entity to this Agreement by using the Services or
executing the Agreement warrants that he or she has the authority to bind that
entity, the entity is aware of its obligations under this Agreement and that the
entity freely agrees to be, and is, bound hereunder by those terms and
conditions.
PERMITTED USES, RESTRICTIONS ON USE AND REVISIONS
Subject to this
Agreement, User is granted permission to use the Services. User agrees that SenSoft is not acting
as User’s agent or fiduciary in connection with User’s use of the
Services.
SenSoft reserves all patent, copyright,
trade secret, trade name, trademarks and other proprietary rights related to the
Services, and User shall not infringe or violate such rights. SenSoft does not grant User a license to
use any of its intellectual property other than those uses expressly granted by
this Agreement. User shall not
attempt to access any other of SenSoft's systems, programs or data that are not
made available for public use.
Additionally, no material from this site may be copied, reproduced,
republished, uploaded, posted, transmitted, or distributed in any way without
SenSoft's explicit written permission.
Permission is granted for copying and printing information User needs to
use the Services. Modification or
use of materials on the site for any purpose other than those permitted in this
Agreement is a violation of SenSoft's patent, copyright, trade secret, trade
name, trademark and/or other proprietary rights. User acknowledges that there is no
adequate remedy at law for such a violation and that SenSoft shall have the
right to seek injunctive or other equitable relief for such a violation. SenSoft’s resort to injunctive or
equitable relief shall not limit SenSoft’s rights to any other relief to which
it may be entitled, regardless of the nature of the remedy. In the event that SenSoft seeks relief
for violations or other claims arising from or related to this paragraph, User
agrees to pay all of SenSoft’s costs related to seeking such relief, including
reasonable attorneys’ fees, expert witness fees and other professionals’
fees.
SenSoft reserves the right, in its sole
discretion, to modify or amend this Agreement at any time for any purpose. Any User of the Services, by using
said Services, acknowledges that said User shall be bound by any such
modifications or amendments regardless of whether or not said User is aware of
such modifications or amendments.
Users of the Services accept full responsibility for becoming aware of
any modifications or amendments to this Agreement. SenSoft shall post notification of
said modifications and amendments on its website for Do-It-Yourself Web Tool
Users of its Services and shall send a paper copy of such modifications and amendments
to the Turnkey Service Solution Users. The
publication or sending of such notices shall be SenSoft’s only responsibility
regarding such modifications or amendments and the failure of User to become
aware of or receive such notices shall not affect the effectiveness of said
notices.
REVIEW OF DATA PRIOR TO SUBMISSION
Subject to the terms
of this Agreement, User will provide SenSoft with its data for utilization under
the particular Service to which User has subscribed. At the request of the User, SenSoft may
also create additional data.
SenSoft shall place the data into the form required for each Service and
shall transmit the data in this new form to User prior to any submission. User shall review and approve the
results produced by SenSoft prior to the time that SenSoft electronically or
otherwise forwards the data on behalf of User. Subsequent to such approval, User is
responsible for any errors in the reformulated data and SenSoft has no
responsibility whatsoever for any such errors, regardless of whether or not
SenSoft had reason to know that such errors existed. USER ACKNOWLEDGES THAT ERRORS IN SUCH DATA
MIGHT FORM THE BASIS FOR CIVIL OR CRIMINAL LIABILITY UNDER THE FALSE CLAIMS ACT,
OR OTHER STATE OR FEDERAL LAW, THAT USER ACCEPTS ALL RESPONSIBILITY FOR ANY SUCH
LIABILITY, AND THAT USER HEREBY WAIVES THE RIGHT TO CLAIM THAT SENSOFT IS, IN
ANY WAY, RESPONSIBLE FOR ANY SUCH LIABILITY. IN THE EVENT THAT SENSOFT IS JOINED AS A
PARTY TO ANY ACTIONS ALLEGING SUCH LIABILITY, USER SHALL INDEMNIFY AND HOLD
SENSOFT HARMLESS FROM AND AGAINST ANY AND ALL DEBTS, ACCOUNTS, SUITS, DAMAGES,
DEMANDS, CLAIMS, JUDGMENTS, SUITS CAUSES, PROCEEDINGS, AND CAUSES OF ACTIONS OF
ANY KIND ALLEGING SUCH LIABILITY AND SHALL PAY THE COSTS OF SENSOFT’S DEFENSE
FROM ANY SUCH LIABILITY, INCLUDING REASONABLE
ATTORNEYS’ FEES, EXPERT WITNESS FEES, AND OTHER PROFESSIONAL FEES. User is
also responsible for acquiring and maintaining all equipment, computers,
software and communications services (such as long distance phone charges)
relating to the access and use of the Services, and for all expenses relating
thereto (plus applicable taxes).
PAYMENT OF FEES AND CHARGES
The payment of all
fees and charges to SenSoft must be made in advance by User’s valid credit or
charge card (or by other agreed upon payment mechanism). In the event that SenSoft extends the
time for payment, User shall make payment on or before the date it is due. In the event that SenSoft must retain an
attorney to collect any fees or charges arising from or related to the Services,
User agrees to pay all of the costs of collecting said fees and charges,
including reasonable attorneys’ fees, expert witness fees and other
professionals’ fees.
OPERATION
SenSoft currently
expects to make the Services available for the indefinite future. However,
SenSoft has the right at any time, and for any reason, to modify or discontinue
any aspect or feature of the Services, including but not limited to its content,
functionality or hours of availability, the equipment needed for its access or
use, or its pricing. User must
confirm that the pricing for use of the Services has not changed, particularly
if some time has passed between the date User started preparation of User’s use
of the Services and the date the Services are completed. Applicable prices are those prices that
are in effect on the date the User begins or Opens an Order. Any use of the Services by User after
SenSoft's publication of any such changes shall constitute an acceptance of the
Agreement, as modified by prior modifications. User agrees to read and accept the
Agreement each time it is modified and to check for changes to the Agreement on
each visit to the website. The
Agreement shall bear the last modification date at the time. User agrees that SenSoft is permitted to
access and use User’s information in order to perform the Services and, if
necessary, to access such information to obtain contact information in order to
provide notifications relating to the Service.
PRIVACY AND SECURITY OF CUSTOMER INFORMATION
SenSoft
will not sell, give, or otherwise make use of the information provided through its
Services other than as needed to provide the Services.
User is responsible for maintaining the
confidentiality of User’s password for use of the Services. SenSoft has taken reasonable measures to
protect the security of User’s information and to retain User’s information, so
that it can be reused for future Orders.
However, SenSoft (i) does not guarantee the security of information
collected during the User's use of the Service, (ii) shall not be liable in any way
for a compromise of User’s data, and (iii) has no obligation to store or
maintain any information User provides to it. User acknowledges that User accepts all
risks that User’s Confidential Information (as defined below) may be compromised
and that SenSoft shall have no liability to User regarding security of User’s
data. SenSoft follows reasonable
security procedures, but cannot guarantee that its security procedures can
prevent attempts to gain access to, or disclosure of, the data. User acknowledges that SenSoft would not
be able to provide the Services if it had to completely guarantee non-disclosure
of User’s Confidential Information.
Upon termination of User’s use of the
Services, User’s data may still reside on SenSoft’s information systems. At such time, User may elect to leave
the information on said information systems or to have SenSoft delete such
information. User
acknowledges that SenSoft cannot fully delete all such information and agrees
that SenSoft’s deletion procedures are adequate to delete such information and
shall relieve SenSoft of any further requirements to satisfy its obligation to
delete User information.
SenSoft shall use the same procedures
and methods for safeguarding User’s confidential information as it uses to
safeguard its own confidential information and shall not knowingly disclose such
data to a third party other than in the course of providing the Services. For the purposes of this Agreement,
“User’s Confidential Information” shall mean all information disclosed by User
to SenSoft for the purposes of utilizing the Services. User’s Confidential Information
shall not include any such information as is publicly known or as is disclosed
to SenSoft by a third party without breach of a confidentiality agreement
between User and that third party.
SenSoft shall not be liable to User for
disclosure of User’s Confidential Information in compliance with a court or
other administrative order; provided, however, that SenSoft shall notify User of
such order within a reasonable time of receiving the order, so that User may
seek a protective order, if User so chooses.
PERMISSION TO USE CLIENT AS REFERENCE
SenSoft shall have
the right to use User’s company name as a client reference unless User refuses
to allow such use and notifies SenSoft in writing of said
refusal.
SATISFACTION GUARANTEED FOR ALL REGISTERED USERS
If it is not 100%
satisfied with the Services, User shall immediately stop using the Services and
contact SenSoft Customer Service within 60 days of paying for the Services to
request a full refund of the fees paid by User (if any) to SenSoft for using the
Services. Such full refund shall be
SenSoft's entire liability to User and User's exclusive remedy. User
should reference the Order Number when
requesting a refund. This refund offer is expressly limited to the most recent
use of the Services by User and cannot be used to request any refund of fees
paid for earlier transactions.
Annual Subscription Payments are not refundable after the first Order has
been accepted by User, as these Subscriptions provide the Service at a
substantial discount from the regular Retail price.
LIMITED EXPRESS WARRANTY
SenSoft warrants to
User the accuracy of the work performed by SenSoft. In the event of an error caused by it,
SenSoft will, in its sole discretion, either correct the error or refund any
payment for the data submission in question. Such remedy shall be the exclusive and
sole remedy for an error caused by SenSoft.
DISCLAIMER OF WARRANTIES
EXCEPT AS
EXPRESSLY PROVIDED ABOVE AND TO THE FULL EXTENT ALLOWABLE BY STATE AND FEDERAL
LAW, THE SERVICES ARE PROVIDED WITH ALL FAULTS AND USER ACCEPTS THE ENTIRE RISK
AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT FROM SENSOFT. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, SENSOFT AND ITS LICENSORS, DISTRIBUTORS, THIRD PARTY SERVICE
PROVIDERS, ADVERTISERS, WEB-LINK PROVIDERS, OR SUPPLIERS (COLLECTIVELY, THE
"PARTICIPATING PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS (OTHER THAN THOSE
EXPRESSLY MADE IN THIS AGREEMENT) OR IMPLIED, REGARDING THE SERVICE AND RELATED
MATERIALS, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, QUALITY, FUNCTIONALITY,
INACCURACY OF INFORMATIONAL CONTENT AND MERCHANTABILITY OF COMPUTER
PROGRAM. THERE IS NO
WARRANTY THAT
THE INFORMATION, SENSOFT'S EFFORTS, OR THE SYSTEM WILL FULFILL ANY OF THE USER'S PARTICULAR
PURPOSES OR NEEDS. THERE IS NO
WARRANTY AGAINST INTERFERENCE WITH THE USER'S ENJOYMENT OF THE INFORMATION OR AGAINST
INFRINGEMENT. SenSoft does not warrant that
the Service is completely secure, free from bugs, interruptions, errors, or
other program limitations. The User acknowledges that use of the Internet presents
certain risks relating to viruses or other harmful components. The User (and not
SenSoft) assumes the entire cost of all necessary servicing, repairs, or correction
of problems with the User's software or hardware caused by viruses or other harmful
components.
All warranties or guarantees given or
made by SenSoft with respect to the Service (1) are for the benefit of the User
of the Services only and are not transferable, and (2) shall be null and void if
User breaches any terms or conditions of this Agreement.
USER WARRANTY REGARDING NON-INFRINGEMENT
User hereby warrants that no data submitted by it to SenSoft is the result of infringement of the intellectual property rights of any other person or entity. User shall indemnify and hold SenSoft harmless from and against any and all claims, debts, accounts, suits, damages, demands, claims, judgments, suits causes, proceedings and causes of action of any kind alleging that User and/or SenSoft is liable to any third party for damages arising from or related to infringement of that third party’s intellectual property rights by the submission of User’s data. User shall pay all of SenSoft’s costs in defending against such allegations, including reasonable attorneys’ fees, expert witness fees and other professionals’ fees.
LIMITATION OF LIABILITY AND DAMAGES
The User acknowledges that
the operation and availability of the communications systems used for accessing
and interacting with the Service or to transmit information (i.e., the public
telephone, computer networks and the Internet) can be unpredictable and may,
from time to time, interfere with or prevent access to the Services or its
operation. SenSoft is not in any
way responsible for any such interference with or prevention of the User's use of or
access to the Services.
TO THE FULL EXTENT ALLOWED BY STATE AND FEDERAL
LAW, USER AGREES THAT SENSOFT IS NOT LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS
A RESULT OF USER'S USE OF THIS SERVICE.
USER’S EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF SENSOFT AND THE
PARTICIPATING PARTIES FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY USER
FOR THE SERVICES AT THE TIME ANY LOSS OCCURRED. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, SENSOFT AND THE PARTICIPATING PARTIES ARE NOT LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR
LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS OR INVESTMENT OR THE LIKE),
WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SENSOFT OR THE
PARTICIPATING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE.
The limitations of damages or liability
set forth in this Agreement are fundamental elements of the basis of the bargain
between SenSoft and User. User
acknowledges and agrees that SenSoft would not be able to provide these products
on an economic basis without such limitations.
MISCELLANEOUS
SenSoft shall have
the right to immediately terminate User’s access to or use of the Services in
the event of any activities which are in breach of this Agreement or conduct
which, in SenSoft's sole discretion, interferes with the operation or use of the
Service. Termination of this Agreement automatically terminates User’s limited
license and authorization to use and/or access the Services and any content or
other material contained therein. SenSoft is entitled to enforce its rights
hereunder by an action for damages or for specific performance, injunctive or
other equitable relief.
This Agreement sets forth SenSoft's
entire liability and the User's exclusive remedy with respect to the Services, and,
along with any Addenda, is a complete statement of the Agreement between User
and SenSoft. Headings are included
for convenience only, and shall not be considered in interpreting this
Agreement. This Agreement does not limit any rights that SenSoft may have under
trade secret, trademark, copyright, patent or other laws. The employees of
SenSoft are not authorized to make modifications to this Agreement, or to make
any additional representations, commitments, or warranties binding on SenSoft,
except in a writing signed by an authorized officer of SenSoft. If any provision of this Agreement is
invalid or unenforceable under applicable law, then it shall be, to that extent,
deemed omitted and the remaining provisions will continue in full force and
effect. This
Agreement shall be governed and construed under
Any notice permitted or required to be
given under this Agreement shall be valid if in writing and sent by certified
mail, return receipt requested, delivery services with proof of delivery or
email to the following addresses:
IF TO SENSOFT
IF TO USER:
SenSoft International, Inc.
_____________________
220 Spring Street,
email: ______________________
email:
_____________________
If User is a Do-It-Yourself Web
Tool User, notice shall be given to the address and/or email address given by User to
initiate the use of the Services.
Notice shall be effective upon the date it is transmitted electronically,
or, if sent by mail or delivery service, three days subsequent to
transmission.
SenSoft International, Inc. Usage Agreement and Limited Warranty Version Dated April 18, 2007.