Last Updated: May 10, 2018
1. GRANT OF LICENSE AND ACCESS
Subject to your compliance with the terms and conditions of this Agreement, any applicable law and your payment of any applicable fees, Onvia hereby grants you a limited, non-exclusive, nontransferable license to access and view the text, graphics, data, benchmarks, analytics, business metrics, indicators, data analysis tools, and other information and content that we make available to you through the Services and the Site (collectively, the “Content”) for your internal business analysis and evaluation of governmental procurement matters. Subject to the restrictions set forth in this Agreement, you may copy and distribute insubstantial amounts of the Content as part of your normal business activities but only to the extent that such distributed Content could not be used by a recipient as a substitute for purchasing user licenses from Onvia. This license is subject to the following additional restrictions: (i) you may not sub-license, sell, transfer or provide the Content to any third parties, whether in tangible or electronic form; (ii) you may not modify, make derivative works of, reverse compile or reverse engineer any part of the Site, the Services or the Content; (iii) you may not systematically retrieve data or other Content to create or compile, directly or indirectly, a collection, compilation, database or directory without prior written permission from Onvia; (iv) you may not copy, reproduce, distribute, republish, download, post or transmit any part of the Site, the Services or the Content except as expressly provided in this Agreement; and (v) you may not provide any third parties outside your organization access to the Site, the Services or the Content. Access to and use of certain Services require creation of an account using a valid email address and password. You agree that such access will not be shared or used with multiple users. You are responsible for all use of the Services that occurs under your account. You may use the Site, the Services and the Content only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. By accessing or otherwise using the Site, the Services or the Content, you represent and warrant that: (a) you are authorized to form legally binding contracts under applicable law; (b) the information you provide is accurate, current and complete; and (c) you will not use the Site, the Services or the Content for any unlawful or prohibited purpose. All copyright, trademark and other proprietary notices on the Site, the Services or the Content must be retained on all copies thereof which you have been authorized by Onvia to make. Onvia may terminate the license granted herein in its sole discretion if you exceed the terms of the license or fail to comply with the restrictions specified in this Section 1.
2. NO COMPETITIVE USE
You may not subscribe for or use the Services or the Content if you are (or your company is) our direct competitor or to monitor or test the availability or performance of the Services, for benchmarking purposes or for competitive analysis. If you violate this Section 2, and without means of limitation, we may terminate this Agreement and your access to the Services and the Content immediately, and retain any amounts you have prepaid for the Services and the Content.
3. YOUR INFORMATION
4. USE LIMITATIONS
When you access or use any Services, the Site or the Content, you represent, warrant and agree that you will not:
(A) falsify or misrepresent any personal or business information regarding your identity or intentions with respect to any matter;
(B) use or authorize the use of any Content in any manner or for any purpose other than as expressly permitted herein;
(C) use or authorize the use of any Content in a manner that violates the rights, including but not limited to intellectual property rights, of Onvia or any third party;
(D) sell, license, rent, distribute, reproduce, transmit, publicly display, publish, adapt or create derivative works from any Content provided as part of the Services except as expressly permitted herein;
(E) attempt to modify, decompile, reverse engineer or otherwise attempt to gain access to any technology or source code underlying any Services or any Content;
(F) submit to the Services any virus, Trojan horse, worms, time bombs, cancelbots, or any other harmful software code or programming routine that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or intended to allow unauthorized access or produce unauthorized modifications;
(G) submit to the Site, directly or indirectly, any information that violates any copyright, trademark or any other proprietary intellectual property rights of any third party, unless you have obtained permission from such third party and such action would not violate any of the above rights in such property;
(H) submit to the Site, directly or indirectly, any bulk e-mail solicitations, chain letters, solicitations, advertisements, pyramid schemes or any other unsolicited communication, including without limitation, spamming Onvia’s users;
(I) use any robot, spider, data scraping, crawler or other extraction tool (automatic or manual) or similar device to monitor or copy Onvia’s web pages or Content contained herein;
(J) use any device, software or routine to bypass Onvia’s robot exclusion headers or meta tags, or to otherwise interfere or attempt to interfere with the proper working of the Site or any transaction being communicated or conducted on the Site, or take any action that imposes an unreasonable or disproportionately large load on Onvia’s infrastructure; or
(K) remove, alter or obscure any notice of copyright, trademark or other proprietary right appearing in or on any material included as part of the Content, the Services or the Site.
5. INTERRUPTION OF SERVICE
You understand that Onvia shall take commercially reasonable efforts to make the Site and Services available. However, Onvia is not responsible for any damages or losses related to any system errors or interruptions affecting its Site or any Service. Onvia will not be liable for any delay or failure associated with the Site or the Services beyond its control or otherwise, including without limitation natural disasters, acts of government or war or failure of transportation or public telecommunications networks.
6. FEES AND FINANCIAL OBLIGATIONS
You agree to pay the fees and accept the payment policies for each Service for which you have ordered access and subsequent renewals (“Subscription Period”). SUBSCRIPTIONS ARE NON-CANCELABLE DURING THE INITIAL AND ANY RENEWAL SUBSCRIPTION PERIOD AND ALL FEES ASSOCIATED WITH THE SUBSCRIPTION ARE NONREFUNDABLE. In the event your account becomes past due, your Service may be suspended, the remaining balance will be considered in default, and the entire account balance will become due and owing immediately. You also agree to pay all reasonable collection costs, including attorneys' fees. A service charge of $25.00 or the maximum amount permitted by applicable law will be charged for all returned checks. Fees are exclusive of any federal, state or other governmental taxes, however designated, and it is your responsibility to pay such taxes (excluding Onvia income taxes).
7. NO AGENCY
The relationship between you and Onvia is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this Agreement or your use of the Site, the Content and the Services.
8. TERMINATION AND NON-CANCELLATION POLICY
This Agreement constitutes a binding agreement between Onvia and you. Onvia’s Services are non-cancelable, meaning that your termination of this Agreement shall not relieve you of your payment obligations for the Services for the then current Subscription Period. Either party may terminate this Agreement (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Notwithstanding the foregoing and without limiting other available remedies, Onvia may terminate this Agreement immediately, with or without notice, if you violate any of the terms, conditions or restrictions of the license granted in Section 1 or the use limitations specified in Section 2 and Section 4.
Upon termination of this Agreement, your right to access and use the Site, the Services and the Content will terminate immediately. In addition to any payment obligations, Sections 9 through 16 shall survive the expiration or termination of the Agreement.
9. OBLIGATIONS UPON TERMINATION OR EXPIRATION OF AGREEMENT
Upon termination or expiration of a license with respect to particular Content provided by Onvia or this Agreement, you shall (i) immediately cease all use of the applicable Services and related Content, and (ii) delete or destroy the Content, and all copies thereof and other materials containing such Content in your possession or control except as may be required to be retained by law or regulation. Upon request by Onvia, you shall provide a corporate officer’s written certification that you have complied with the foregoing. In addition, Onvia shall have access during reasonable business hours to such of your records and systems as are necessary to verify compliance with the foregoing.
10. DISCLAIMER OF WARRANTIES
ONVIA PROVIDES THE SITE, THE SERVICES AND THE CONTENT “AS IS” AND DISCLAIMS ALL WARRANTIES OF ANY KIND. ONVIA, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. ONVIA MAKES NO WARRANTIES ABOUT ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE, CONTENT OR MATERIALS ON THE SITE, SERVICES, LISTINGS, LINKS, AND TEXT. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A USER, WHETHER ORALLY OR IN WRITING, FROM ONVIA SHALL CREATE ANY IMPLIED WARRANTY. Onvia does not and cannot control the flow of data to or from the Site and other portions of the Internet. At times, your connection to the Internet may be impaired or disrupted including but not limited to scheduled downtime. Although Onvia will use commercially reasonable efforts to avoid such an event, Onvia cannot guarantee that it will not occur and disclaims any and all liability resulting from or related to such an event. Additionally, Onvia does not control the information or Content as may be made available through the Site or the Services provided by third party content providers and disclaims any and all liability resulting from your use of such information or Content. You acknowledge and agree that Onvia assumes no responsibility for such information or Content provided by third parties and that you use all such information and Content at your own risk.
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL ONVIA OR ONVIA’S THIRD PARTY CONTENT PROVIDERS BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SERVICE, THE SITE OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
ONVIA’S LIABILITY, AND THE LIABILITY OF ONVIA’S THIRD PARTY CONTENT PROVIDERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES YOU PAY ONVIA IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
You agree to indemnify and hold Onvia and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees and investigation costs, made by any third party due to or arising out of (i) your misuse of the Site, the Services or the Content; (ii) your breach of this Agreement or the documents incorporated by reference; or (iii) your violation of any law or the rights of a third party.
You agree not to disclose, duplicate, publish, release, transfer or otherwise make available Onvia’s Confidential Information in any form to, or for the use or benefit of, any person or entity without Onvia’s prior written consent. “Confidential Information” means tangible or intangible proprietary or confidential information, including without limitation financial, technical, or business information that is designated as confidential at the time of disclosure or that should be reasonably understood to be confidential based on the nature of the information or the circumstances surrounding its disclosure. The specific features of the Services and the documentation we provide to you in connection with the Services are included among our Confidential Information.
Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of the confidentiality obligation under this Agreement; (ii) was independently developed; or (iii) is received from a third party who obtained such Confidential Information without breach of any confidentiality obligation.
Any comments or materials sent to us, including, but not limited to, ideas, questions, comments, suggestions, feedback or the like regarding any Services or any other products or services of Onvia (collectively, “Feedback”), is non-confidential and shall become our sole property. We shall have no obligation to you of any kind, monetary or non-monetary, with respect to Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works from and distribute the Feedback to others without limitation or obligation.
Onvia and its third party content providers as applicable shall retain all right, title and interest in and to the Site, the Services and all the materials and Content provided to you pursuant to this Agreement, including all intellectual property rights therein and thereto. The limited license granted herein to access and use the Site, the Services and the Content does not transfer to you or any third party any ownership rights, title or interest in or to the Site, the Services or the Content. Onvia reserves the right to reconfigure, modify, update, upgrade, enhance, migrate or substitute the Services, provided that such changes do not materially decrease the existing functionality of the Services.
All trademarks, logos, and service marks (collectively, the “Marks”) displayed on the Site, the Services, and the Content are the property of Onvia or third parties. You are granted no right or license in any of the Marks and shall not use the Marks without Onvia’s prior written consent or the consent of the third party owner of the Marks.
Notices under this Agreement will be provided to you via email to the email address provided on your account form. Notices to Onvia should be delivered via email to firstname.lastname@example.org.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes any and all prior agreements between Onvia and you. Any language or provisions attached to any billing or accounting document shall be of no force and effect if such provisions conflict with the terms and conditions of this Agreement. The failure to enforce any provision of this Agreement will not result in a waiver of any rights either party may have under this Agreement. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible and the remainder of this Agreement shall continue in full force and effect. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Onvia’s failure to act with respect to a breach by you or other users does not waive Onvia’s right to act with respect to subsequent or similar breaches. You may not assign this Agreement without the prior written consent of Onvia, which shall not be unreasonably withheld. Onvia may assign this Agreement, or any portion of this Agreement, without consent in connection with a change of control, reorganization, recapitalization or sale of any of its assets or outstanding voting securities. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without regard to the conflicts of law provisions thereof. You further agree to the exclusive personal jurisdiction in the State of Washington in connection with any dispute or claim involving Onvia, and any dispute arising under this Agreement shall be exclusively heard in the state or federal courts situated in King County, Washington; provided, however, that Onvia may bring claims in a different jurisdiction, including but not limited to a foreign jurisdiction, to the extent required to enforce this Agreement.
SMARTPROCURE SERVICE TERMS AND CONDITIONS
ADDITIONAL CONTRACTUAL PROVISIONS IN CONNECTION WITH USE OF DEMANDSTAR.COM SITE (“DS Site”):
The supplemental terms regarding access to the DS Site have been relocated here: DemandStar.com/DS-supplemental-Terms.asp