USAGE AGREEMENT

(Last modified on September 6, 2011.)

 

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 Easy SIP® 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 Easy SIP® 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 "Easy SIP® 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 Easy SIP® 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 Easy SIP® 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 Virginia law, with the exception of Virginia's choice of law rules, and applicable federal law.  Any action arising from or related to this Agreement shall be brought in the state courts of Fairfax County, Virginia or, if jurisdiction is proper, in the federal courts located in Alexandria, Virginia, which courts shall have exclusive jurisdiction over such matters.  User hereby waives any right to challenge the personal jurisdiction of any of those courts over User.

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.                                         _____________________

            8300 Boone Blvd., Suite 500                                   _____________________

            Vienna, Virginia 22182                                          _____________________

email:  ______________________                       email:  _____________________

If User is a Easy SIP® 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 September 6, 2011.