Terms of Service and Use

All subscribers agreed to the following terms of service and use.
FedConnect® TERMS OF SERVICE

1.    Definitions

"Application" is an application package in response to a funding opportunity.

 "Bid" is an offer to sell products or services and includes but is not limited to, bids, proposals and quotes.

"FedConnect®" means the FedConnect website, all information posted, stored, and provided by the FedConnect website, and any services related to the FedConnect website.

"Subscriber" means an individual or a company which has registered to use FedConnect either to receive awards and/or to respond to solicitations and/or funding opportunities issued by the Federal Government.

"You" or "you" means the Subscriber and the Subscriber's organization, company, department, or agency.

2.    Introduction and Acceptance

FedConnect® enables federal departments to collaborate with vendors and applicants to make buying, selling and grant management easier and more efficient.  FedConnect is a venue maintained by a private company, Unison Software, Inc. ("Unison"), for use by federal buyers and grantors and their vendors, partners, and institutions who want to share information.  Unison does not endorse, warranty, or represent any buyer, vendor, or institution.

All users must comply with these Terms of Service.  Unison may change the Terms of Service at any time.

These Terms of Service ("Terms") are a legal agreement between the company or other entity which you represent ("Subscriber") and Unison governing Subscriber's use of Unison's FedConnect portal application service ("FedConnect Service").  If you do not agree to these Terms, do not use the FedConnect Service.  If, however, you do agree to these Terms, please indicate your acceptance of them on behalf of the Subscriber by clicking "Subscriber Agrees" on the button below.   Unison may, from time to time, revise these Terms.  It is your responsibility to review the Terms of Use for updates and changes. By clicking "Subscriber Agrees," you represent and warrant that you are authorized to bind Subscriber to these Terms.

3.    Features

The FedConnect Service consists of some or all of the following features:  (i) a searchable data base of solicitations and funding opportunities for government contracts and grants; (ii) a mechanism for subscribers to communicate with contracting officers, grants specialists and other employees of the United States Government (the "Government") concerning solicitations, funding opportunities, grants and contracts; (iii) mechanisms to place bids on government contracts and receive notice that a government contract has been awarded;(iv) mechanisms to apply for grants and receive notice that  a grant has been awarded; (v) a mechanism that permits subscribers to store and print records from the message center of their communications and transactions with the Government; and (vi) customer support services as set forth in Exhibit C of these Terms.  Unison reserves the right, in its sole discretion, to modify such list of features, including discontinuing some features or making changes to the features themselves, at any time.

4.    Restrictions

As a condition of its use of the FedConnect Service, Subscriber agrees to abide by the restrictions and other limitations set forth in Exhibit A.  Moreover, Subscriber agrees to promptly notify Unison if Subscriber becomes aware of any violations of the provisions of these Terms by any of its employees or others using Subscriber's account.  Unison reserves the right to monitor Subscriber's use of the FedConnect Service for any of the activities described in Exhibit A and, without prior notice, to terminate Subscriber's account in the event that Subscriber has failed to comply with any of the restrictions or other limitations set forth in Exhibit A, or any of the other terms of these Terms.

5.    Fees

The FedConnect Service is currently offered to Subscribers free of charge.  Unison reserves the right, in its sole discretion, to charge for the FedConnect Service and/or certain features of the FedConnect Service at a later date.

6.    License Grant

6.1    Unison hereby grants Subscriber a non-exclusive, non-transferable, royalty-free license, during the Term (as defined in Section 7), to use any software that comprises the FedConnect Service solely as required to use the FedConnect Service and in accordance with these Terms.

6.2    Subscriber will not copy, rent, lease, reverse engineer, decompile, disassemble, modify, create derivative works of, translate, or redistribute such software.

7.    Term and Termination

Once Subscriber has registered, Subscriber may continue to use the FedConnect Service for so long as Subscriber continues to comply with these Terms, or until Unison discontinues the FedConnect Service, whichever comes first (the "Term").  Subscriber acknowledges and agrees that Unison may terminate these Terms and deny access to the FedConnect Service with or without prior notice if Subscriber or anyone accessing the FedConnect Service through Subscriber's account engages in any conduct or activities that Unison, in its sole discretion, believes violates any of these Terms.  The following sections of these Terms will survive termination: 6.2, 7, 9, 11, and 13-18 (survivability of Section 13 and 18.1 is applicable only if the Subscriber is a commercial entity).

8.    Equipment

8.1       Subscriber is solely responsible for procuring, maintaining, and installing at its own expense any computers, browsers, software, and long-distance data transmission services required to use the FedConnect Service.

8.2       Subscriber agrees not to use any device, software or routine or otherwise attempt to interfere with the proper working of FedConnect or any listing being conducted on FedConnect. Subscriber agrees not take any action that imposes an unreasonable or disproportionately large load on the Unison infrastructure or otherwise interferes with our business operations.

9.    Proprietary Rights

Subscriber acknowledges and agrees that the FedConnect Service, including its features, software, components, and databases, are proprietary to Unison and its licensors and comprise original works of authorship as well as compiled information selected, arranged, coordinated, and maintained by Unison at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Unison.  Subscriber will not attempt to obtain the FedConnect site's source code. The Subscriber will not engage in any act or omission that would impair Unison's and its licensors' copyrights, patent rights, trade secret rights, or trademark rights in the FedConnect Service.  In addition, Subscriber acknowledges and agrees that certain of the names and logos displayed via the FedConnect Services are trade names, trademarks, service marks, or logos of Unison.  Subscriber will not remove any copyright, trademark or other intellectual property or any proprietary notice or legend contained on the FedConnect site.  Subscriber is not authorized to use any of the foregoing in any advertising, printed works or any materials without Unison's written permission.  Subscriber agrees not to sell, license, distribute, copy, transmit or create derivative works from any of the proprietary content or materials appearing on or comprising the FedConnect Service. Unison reserves all rights in the FedConnect Service, except the limited license rights granted to Subscriber hereunder.  Subject to the restrictions on use and disclosure set forth in Section 11, Unison will own all right, title, and interest, including all copyrights and other intellectual property rights, in and to all aggregations of Contact Information and Profile Information, as such terms are defined in Section 11.

10.    Security

Subscriber agrees that it is responsible for safeguarding the confidentiality of its usernames and passwords, and for preventing their disclosure or release to any third party. If Subscriber suspects that any of its usernames or passwords has been stolen or otherwise compromised, Subscriber will report this situation immediately to Unison at: security@unisonglobal.com.  Subscriber further agrees to accept all risks associated with the unauthorized use of lost or stolen usernames or passwords. Subscriber is fully responsible for all Bids, Applications, transactions, communications, and other activities that are undertaken using any of its usernames or passwords. Subscriber agrees that it will not attempt to compromise the anonymity of other users.
Subscriber agrees to access FedConnect only with a device that is current with security patches and updates, as released by the manufacturer, and that has a current up-to-date Anti-Virus tool installed and operational on the device.
Subscriber agrees to use the Anti-Virus tool for scanning documents prior to uploading them to the FedConnect system for any transaction.

11.    Privacy and Confidentiality

11.1    Unison may require Subscriber and/or Subscriber's employees to provide user information (including name, phone/fax number, email address, etc.) ("Contact Information") in order to use the FedConnect Service.  In addition, the FedConnect Service may collect and/or store information regarding Subscribers' search activity, bidding activity, and records of Subscriber's communications and transactions with the Government (collectively, "Profile Information").  Unison will not use, or disclose such information to third parties, except under the following circumstances:    Unison may use Contact Information and Profile Information to communicate with Subscriber and to operate, maintain and improve the FedConnect Service.

11.2    Unison may disclose Contact Information and Profile Information to its employees, affiliates, consultants and contractors who are involved in operating, maintaining or improving the FedConnect Service and who agree to maintain the confidentiality of such information.  Unison may also disclose Contact Information and Profile Information to the Government entities that purchased the FedConnect software.

11.3    Unison may use Contact Information and Profile Information to track and research subscriber statistics that relate to Unison's products, services or customer service, and reserves the right to utilize Contact Information for Unison business purposes.

11.4    Notwithstanding Sections 11.1-11.3, Unison will only permit its employees, consultants and contractors to access electronic communications (e-mails, bids, etc.) between Subscriber and the Government transmitted through the FedConnect Service if such employees, consultants and contractors are involved in the maintenance or support of the FedConnect Services and if they have agreed to maintain the confidentiality of such information by signing a Non-Disclosure Agreement.

11.5    Unison may use and disclose Contact Information and Profile Information in order to respond to subpoenas, court orders and legal process, to establish or exercise its legal rights, and to defend against legal claims.

11.6    Unison may use and disclose Contact Information and Profile Information if Unison believes it is necessary to investigate, prevent or take action regarding illegal activities, suspected fraud, or situations involving potential threats to physical safety of any person or as otherwise required by law.

11.7    Unison may transfer Contact Information and Profile Information if Unison undergoes a business transition, such as a merger or acquisition with or by another company, a filing for bankruptcy or if Unison sells all or substantially all of its assets relating to the FedConnect Service to another company.  Unison will make reasonable efforts to notify Subscriber at the contact address Subscriber has provided in the event that Contact Information or Profile Information has been transferred as a result of such a transition and may become subject to different rules regarding use or disclosure.

12.    Representations, Warranties and Covenants

12.1    Each party represents, warrants, and covenants to the other that: (i) it has the requisite power and authority to execute and deliver these Terms and to perform all of its obligations hereunder.

12.2    Unison represents, warrants, and covenants to Subscriber that the execution, delivery, and performance of these Terms does not and will not result in a breach or constitute a default under any other agreement to which it is a party.

12.3    Subscriber represents, warrants, and covenants that the execution, delivery, and performance of these Terms, and its use of the FedConnect Service, does not and will not result in a breach or constitute a default under any other agreement to which it is a party.

12.4    Subscriber represents and warrants that the individual agreeing to these Terms, by clicking "Subscriber Agrees", has the legal authority to bind Subscriber hereto.

12.5    Subscriber warrants and represents that Subscriber's Bids, sales of any products or services via FedConnect and any information provided to FedConnect:

a)  Shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

b)  Shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, discrimination false advertising, transportation of hazardous material, or use of pesticides);

c)  Shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;

d)  Shall not knowingly contain any viruses or other types of malware;

e)  Shall not link directly to any other website;

f)  Shall not be fraudulent, or involve the sale of used, refurbished, counterfeit or stolen products (except to the extent explicitly permitted by the procurement solicitation); and

g)  Shall not otherwise cause Unison to violate any applicable law, statute, ordinance or regulation.

13.    Indemnification  (Section 13 only applies if the Subscriber is a commercial business entity.)

13.1    Indemnification by Subscriber.  Subscriber agrees to indemnify, defend, and hold harmless Unison, its officers, agents, employees, successors, and assigns, from and against any and all losses, liability, damages, settlements, fees, judgments, costs or expenses (including reasonable attorney's fees) (collectively, "Losses") arising from any claims, demands, flaws in the FedConnect service, suits or actions by a third party (collectively, "Third Party Claims") arising out of or in connection with any breach of these Terms or violation of applicable law by Subscriber or anyone using the FedConnect Services through Subscriber's account.

13.2    Indemnification by Unison.  Unison agrees to indemnify, defend, and hold harmless Subscriber and Subscriber's, officers, agents, employees, successors, and assigns from and against any and all Losses arising from Third Party Claims alleging that Subscriber's use of the FedConnect Service in accordance with these Terms infringes or misappropriates any copyright, United States patent, trade secret right, or trademark.

13.3    Option in the Event of an Infringement Claim.  In the event of an infringement claim against Subscriber with respect to the FedConnect Service, or in the event Unison believes such a claim is likely, Unison will have the option, at its expense, to (i) modify the FedConnect Service so that it is non-infringing; or (ii) obtain for Subscriber a right to continue using the FedConnect Service.  If it is not commercially reasonable in Unison's judgment to perform either of the above options, then Unison may terminate these Terms on notice and refund any amounts paid by Subscriber hereunder.

13.4    Indemnification Procedures. If any person or entity entitled to indemnification hereunder (an "Indemnified Party") makes an indemnification request to the other, the Indemnified Party will permit the other party (the "Indemnifying Party") to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party will not, without the consent of the Indemnified Party, enter into any settlement that imposes any obligations on the Indemnified Party other than the payment of monies that are readily measurable for purposes of determining the indemnification obligations of the Indemnifying Party.  The Indemnified Party will notify the Indemnifying Party promptly of any claim for which the Indemnifying Party is responsible and will reasonably cooperate with the Indemnifying Party to facilitate the defense of any such claim.

14.    Responsibility for Communications

The FedConnect Service serves as an online venue for communications to take place between the Government and government contractors, partners and supporting institutions regarding solicitations, Bids, grants, procurements and other business interactions.  The Government and Subscriber control and are solely responsible for any communications between them, including the decision whether to bid for a government contract, and whether to offer, or to procure, any goods or services.  Unison does not make any representation, warranty or covenant that:  (i) the individuals purporting to represent the Government are who they claim to be or have legal capacity to award or enter into contracts on behalf of the Government; (ii) the solicitations listed on the FedConnect Service are accurate, complete or genuine; or (iii) the Government will follow applicable law, or deal honestly or fairly or in good faith, with respect to its conduct in connection with the FedConnect Service.

15.    Disclaimer

The database of Government solicitations included in the FedConnect Service is based on information compiled by Unison from both public and private sources.  Unison makes no representations, warranties or covenants with respect to the condition, quality, completeness, performance, authenticity or accuracy of data or information of any kind or the capacity, timeliness, or suitability of the FedConnect Service, or any data contained therein.  The FedConnect Service is provided solely on an "as is" basis, and Subscriber assumes all risks arising from its use of the FedConnect Service, including: (i) the risk that the Government solicitations or other data or information accessible through the FedConnect Service may be incorrect, outdated or false; (ii) that the FedConnect Service may be interrupted or malfunction; (iii) that communications, including emails, Bids, and Applications transmitted through the FedConnect Service may be lost or never reach their intended recipients and that, as a result, among other consequences, Subscriber could miss deadlines to submit Bids or Funding Opportunities; and (iv) that persons purporting to be contracting officers or otherwise to represent the Government or to have the authority to bind the Government may not be contracting officers, may not represent the
Government, and/or may not have such authority.  Unison will have no responsibility whatsoever for results Subscriber may obtain from the use of the FedConnect Service.  Through the FedConnect Service, Unison provides a forum where Subscriber, on the one hand, and the Government, on the other hand, may communicate with each other and arrange for transactions with each other, but Unison will not be responsible in any way for the results of any communications or transactions between Subscriber and the Government or any person purporting to act on behalf of the Government.  Subscriber acknowledges that Unison may also bid procurements that are conducted through the FedConnect Portal.  Unison's behavior on such procurements will be governed by the Conflict of Interest mitigation plan submitted to the Government's designated approval authority for FedConnect.  By agreeing to these Terms of Service, Subscriber waives any right it may have in the future to make any protest, suit, or claim alleging that with respect to any bid Unison had, by virtue of its role as the provider of the FedConnect Service, a conflict of interest or unfair competitive advantage. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNISON DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR SUBSCRIBER'S PURPOSE, TITLE, SYSTEM INTEGRATION, AND ACCURACY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE FEDCONNECT SERVICE AND ANY RELATED SERVICES.  THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE FEDCONNECT SERVICE OR AGAINST INFRINGEMENT.  THERE IS NO WARRANTY THAT THE FEDCONNECT SERVICE OR ANY RELATED SERVICES OR UNISON'S EFFORTS WILL FULFILL ANY OF SUBSCRIBER'S PARTICULAR PURPOSES OR NEEDS.

16.    Limitation of Liability

UNDER NO CIRCUMSTANCES WILL UNISON BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, OR LOSS OF USE, ARISING OUT OF THE USE OR INABILITY TO USE THE FEDCONNECT SERVICE, OR ANY MALFUNCTION OF THE FEDCONNECT SERVICE, HOWEVER SUCH DAMAGES MAY ARISE, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF UNISON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNISON'S MAXIMUM AGGREGATE LIABILITY TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY RELATED TO OR IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO THE GREATER OF (i) THE AMOUNT OF FEES PAID BY SUBSCRIBER FOR THE FEDCONNECT SERVICE DURING THE PREVIOUS TWELVE (12) MONTHS OR (ii) $1,000. THE FOREGOING EXCLUSIONS AND LIMITATION OF LIABILITY AND DAMAGES WILL NOT APPLY TO CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY.

17.    Basis of the Bargain; Failure of Essential Purpose

Subscriber acknowledges that Unison has set its fees and entered into these Terms in reliance on the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in these Terms will survive and apply to the maximum extent permitted by law even if found to have failed of their essential purpose.

18.    General

18.1    Governing Law; Dispute Resolution.  Section 18.1 only applies if the Subscriber is a commercial business entity.   These Terms will be interpreted, construed, and enforced in all respects in accordance with the laws of the Commonwealth of Virginia without reference to its choice of law principles. The parties agree not to commence or prosecute any suit or claim to enforce these Terms or otherwise arising under or by reason of these Terms, other than in the federal and state courts of competent jurisdiction in the Commonwealth of Virginia.

18.2    Links.  This FedConnect Service may contain links to third party sites, which are not under Unison's control. Unison is not responsible for the contents of, nor does it endorse, any third party sites that may be linked through the FedConnect Service.

18.3    Severability.  If any provision of these Terms is found to be invalid, all other terms and conditions of these Terms will remain unaffected and will continue in full force and effect.

18.4    Including.  "Including," whether or not capitalized, means "including, but not limited to."

18.5    Waiver.  The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

18.6    Notices.  Any notice required or permitted to be given under these Terms will be effective if it is in writing and sent by certified or registered mail, or nationally recognized overnight courier, return receipt requested, to the appropriate party, and with the appropriate postage affixed, to the appropriate address.  Unison's address for purposes of notice is: 21251 Ridgetop Circle, Sterling, Virginia 20166 Attention:  Virginia Baxter, Director of Contracts.  Subscriber's address for notice purposes is the address it provided during registration.  Either party may change its address for purposes of notice by giving notice to the other party in accordance with this Section 18.6.

18.7    Assignment.  Subscriber may not assign its rights or delegate its duties under these Terms either in whole or in part without the prior written consent of Unison.  Unison may assign these Terms at any time.

18.8    Independent Contractors.  Unison and Subscriber are independent contractors and these Terms will not establish any relationship of partnership, joint venture, employment, franchise or agency between them.  Neither party will have the power to bind the other or incur obligations on the other's behalf.

18.9    Integration.  These Terms constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersede and replace any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such subject matter.

18.10    FCPA; Export Control.  Subscriber will comply with the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions, and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury and any other U.S. or foreign agency or authority.  Subscriber will not export or re-export or permit the export or re-export in violation of any such laws, restrictions or regulations of any product, technology or information it obtains pursuant to these Terms.




                                                                         EXHIBIT A

Subscriber will not do or attempt to do any of the following by means of or in connection with the FedConnect Service:

1.    use or attempt to use the FedConnect Service for any unlawful purpose. This includes, but is not limited to, posting, storing, transmitting or disseminating information, data or material which is libelous, obscene, unlawful, threatening, defamatory, or which infringes the intellectual property rights of any person or entity, or which in any way constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law;

2.    upload, post, publish, transmit, reproduce or distribute any false or misleading statements or information, including any statements, claims, or information in violation of 31 U.S.C. Section 3729 et seq., whether to Unison, the Government or any other person or entity;

3.    harass, threaten, embarrass or cause distress or discomfort to the Government, Unison or any employees, agents or contractors of either, or any other person or entity;

4.    impersonate any other person or entity, misrepresent its affiliation with any other person or entity, engage in sender address falsification, forge any digital or manual signature, or engage in any other similar fraudulent activity;

5.    upload, post, publish, transmit, reproduce, or distribute or in any way exploit, information, software or other material obtained through the FedConnect Service that is protected by copyright or other proprietary or intellectual property right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rights holder;

6.    upload, post, publish, transmit, reproduce, link, resell, lease, rent, license or distribute or in any way exploit for commercial purposes the FedConnect Service, portions or features of the FedConnect Service, or any information or other material obtained through the FedConnect Service for commercial purposes (other than for the purpose of bidding on government contracts in accordance with these Terms or as expressly permitted by the provider of such information or other material) or create any derivative works of the FedConnect Service or portions or features of the FedConnect Service;

7.    upload, post, publish, transmit, reproduce, link or distribute: (i) any bulk e-mails, advertisements, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; or (ii) any information or software which contains a virus Trojan horse, worms, time bombs, cancelbots or malicious software that may damage, interfere with, intercept or expropriate FedConnect or any associated system, data or personal information;

8.    gain unauthorized access to or otherwise breach the security of FedConnect or any associated systems , networks, telecommunications facilities, software, bidding information or data of Unison, the Government, other government contractors, or any other person or entity, or use or distribute any software or other tools or devices designed to compromise privacy or security;

9.    restrict, inhibit, interfere with, or otherwise disrupt the ability of any other subscriber to use or enjoy the FedConnect Service;

10.    restrict, inhibit, interfere with or otherwise disrupt or cause a performance degradation to the FedConnect Service or any Unison(or Unison supplier) host, server, backbone network, node or service, or otherwise cause a performance degradation to any Unison(or Unison supplier) facilities used to deliver the FedConnect Service;

11.    use data mining, robots or other similar data gathering and extraction tools, or copy content on the FedConnect Services; or

12.    upload, post, publish, transmit, reproduce or distribute any data, information or other material that Subscriber does not have the right to upload, post, publish, transmit, reproduce or distribute (such as insider information, or proprietary and confidential information).

13.    attempt to circumvent the bidding process in order to defraud Unison or otherwise hinder the competitive process.

14.    hold Unison responsible for any buyer's non-payment, regardless of the cause of said non-payment.

15.    use anything other than the Unison system's navigation buttons to navigate through the FedConnect. Subscriber understands and agrees that its use of Internet browser navigation buttons, including the 'Back', 'Forward' or 'Refresh' buttons, is at Subscriber's sole risk and may cause session timeout, errors or data loss when using FedConnect.  In addition, Subscriber understands that, because FedConnect has been certified only against Google Chrome, Mozilla Firefox, Safari, and Microsoft Edge, Subscriber's use of any Internet browser other than the aforementioned browsers is at Subscriber's sole risk and may cause session timeout, errors or data loss when using FedConnect.
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