Fedmine End User Online Access and License Agreement
IMPORTANT: YOU SHOULD CAREFULLY READ THIS LEGAL AGREEMENT BEFORE ACCESSING AND USING THIS SOFTWARE. BY ACCESSING THE FEDMINE ONLINE SYSTEM, YOU HAVE AGREED TO THE TERMS OF THIS LEGAL DOCUMENT.
Fedmine, LLC (“Fedmine” or "Licensor"), is the rightful owner of all trademarks, copyrights, patents, pending and future patents and improvements, if any, in connection with all forms of the Fedmine online database and related software, including available on-line documentation and help materials (the “Fedmine System”, or the “System”), and grants you the (sometimes referred to below as "You" or “Customer” or “Licensee”) a limited license to access and use the online System via a paid subscription, subject to the applicable provisions below. Fedmine incorporates and includes in its Fedmine Trial and Fedmine Paid Subscription some free downloadable information; and the rights assigned to use that data are subject to the same terms and conditions as they are for the full Fedmine System. The Fedmine System, including documentation and knowledgebase(s), are fully owned and operated by Fedmine, with full copyrights, including all Fedmine web domains, and maintenance releases of the System, and the System itself.
By accessing and using the Fedmine System, you agree to be bound by the terms and conditions outlined in this document ("Agreement" or "License").
You as the Licensee unconditionally agree that this Agreement constitutes the only written legal Agreement between you and Fedmine (the parties, at times individually referred to as a “Party”), and no other document or Agreement may supersede this document, or form the basis of a new agreement to supplant this Agreement, during the term of this Agreement.
Any Agreement Customer requires Fedmine to sign shall automatically be considered subordinated to this Agreement, and conflicting clauses, if any, in the Customer’s Agreement shall be deemed to have been automatically disregarded or over-ruled by applicable, or similar, clauses in this Agreement. No other terms and conditions, whether written, expressed or implied, copied, observed, downloaded or obtained from the Fedmine.US website, or elsewhere, including those from any language contained in any invoice(s) may be deemed to amend or supplement this Agreement in any manner whatsoever.
2. USE LICENSE
Fedmine hereby grants the Licensee, a non-exclusive, non-transferable right to use the current version of the System for the Term stated herein, subject to the terms and conditions of this Agreement.
Fedmine communicates the availability of any update or new version or other security patches approximately once a day to its online application. If it finds a version that is newer than the version that you are accessing, Fedmine installs that update. Your license is limited to the System as updated in this process.
A fully paid subscription or Trial License to access the Fedmine system is required prior to authorized use of the System.
A Licensee does not acquire any rights in the System’s computer software. Rather, Fedmine grants limited rights to a licensed Customer with authenticated Login credentials to access and use the System.
A Customer who purchases a license to an annual subscription to access the whole or certain portions of the System, agrees that it is only granted a non-exclusive user license to access the purchased licensed portion(s) of the Fedmine System, to the maximum allowed number of user seats (or user licenses) purchased on the subscription. No other use or access is allowed of the System for any purpose. Fedmine enforces provisions of this Agreement confining the Customer’s use and ability to download data, to the number of concurrent licenses and download units purchased by Customer to gain access to the Fedmine System.
If a Customer has more potential users than the allowed by its purchased licenses, Customer shall purchase additional user licenses for each additional user the Customer wishes to grant access to the System. The quantity of licenses the Customer purchases, as well as the quantity of permitted downloads, shall be stated by Customer in its purchase order to Fedmine.
Customer is strictly prohibited from using the System for commercial timesharing, sharing license(s) with vendors and partners, renting its license to other parties or any of its subsidiaries, or any other entity other than itself. A purchased access license applies to the unique entity making the purchase.
3. ONLINE ACTIVATION AND PAYMENT
When a Customer activates a Fedmine account, Fedmine may validate the Customer's identity by contacting an Internet Authority, and/ or a third party certificate authority server for authentication purposes. Customer agrees that prior to being granted any access license to the Fedmine System, it may be asked, and shall abide by, such need to authenticate itself in the circumstance such authentication is deemed necessary.
Subscription payments must be made in US dollars or other currency convertible to US dollars. All discrepancies in calculation of currency exchange amounts will be settled by and be in favor of the US dollar by default.
Customer hereby agrees and accepts the Fedmine online payment and activation process as the preferred payment method for any and all Fedmine Paid Online Subscription Products.
No refunds are offered once the service is purchased and activated.
Activation may occur only after a subscription payment is made. Notwithstanding this requirement, United States Government Customers may make purchases through the issuance of valid government purchase orders, allowing them to make payment within thirty days after Fedmine's issuance of a license to access the System. Regardless of the type of customers, all Customers that do not fully pay their fees in accordance with Fedmine’s terms of payment may be subject to immediate denial of access into the System. Exceptions to this policy are at the sole discretion of Fedmine.
Customer shall not remove, alter or obscure any copyright notices or proprietary legends displayed on or in connection with the System.
Data saved by Customer during use of the System is stored in the Fedmine database. Customer agrees that it does not own this data, and only has the rights to use the data if it remains a Customer of Fedmine in good standing. As long as the Customer remains a licensee, it allows Fedmine to send product update notifications, newsletters, promotional offers, alerts, upgraded feature announcements and related information, press releases, newly released product information, including new and existing vendor partnerships of importance, to any and all email addresses and postal addresses stored in the database in the Customer’s file.
Any data downloaded from the System shall at all times, irrevocably, remain the property of Fedmine, and shall be always considered to belong to Fedmine at all times, regardless of whether trademarks and registered names are stated on the document that contains the data, or on a subsequent copy of the document that contains the data where copyrights and trademarks have been removed by Customer or any of its employees.
Proprietary restrictions contained in the Fedmine System protect the rights of Fedmine as a data provider, and therefore, Customer will not disseminate, release, or publish on any website owned or operated by Customer, including refraining from incorporating data of any kind obtained from the Fedmine System, into another product directly or indirectly owned by or affiliated with Customer, or a product created and derived by Customer with Fedmine System data for sale to another entity.
This restriction prohibits Customer from releasing Fedmine data on any of its internal or external Intranet or Internet websites, internal or external portals, of any and all documents or derived document containing Fedmine System data, without first gaining written approval for the specific reasons for which such data is required. Customer may not extract or manipulate the Fedmine System data for use or reproduction in any other form.
5. INTELLECTUAL PROPERTY
The Fedmine System is a proprietary product protected by copyright & copyright infringement laws, trade secret acts, confidentiality and non-disclosure requirements, and other applicable intellectual property rights.
All technology and content residing at Fedmine’s Internet website(s) which are accessible to the public are the exclusive property of Fedmine, including, without limitation, all Intellectual Property Rights pertaining thereto. Nothing in this Agreement shall be construed to grant the Customer any ownership right in, or license to Fedmine’s technology or content, except as expressly provided herein. The Customer shall NOT directly, or assist others to, decompile, reverse engineer or disassemble any part of the System to which access is provided by the Fedmine.
Customers of the System acquire only rights to access the online System for the Term of their license, and do not in any manner acquire any rights, expressed or implied, in the Fedmine product or media containing the Fedmine application, regardless of how any individual clause, or collective clauses, are chosen for interpretation.
Fedmine currently, and shall at all times, retain all rights, title, interest, including intellectual property rights, in all Fedmine System media and components that comprise and or contain the Fedmine System, software, and application trademarks and copyrights as long it remains the rightful owner of the System.
Trademarks: Fedmine®, Fedmine® Trial, Fedmine® paid subscription, FEDCONNECT portal, MyFEDCONNECT Portal Viewer and Fedmine®, LLC are trademarks and/or trade names owned by Fedmine®, LLC. Any unauthorized use by licensee of these trademarks and/or trade names or any other intellectual property owned by Fedmine or its licensors is prohibited.
6. YOUR INFORMATION
Fedmine collects subscription specific and non-subscription browsing information about its users who access its web servers, such as but not limited to the number of times a user logs in to access the Fedmine application on the Internet, number of downloads made by Customer, unsuccessful login attempts, and other similar but non-personal information.
Customer’s computer may have automated software that helps pre-fill or causes Fedmine to accept an online form with personal data from Customer, and the submission of this form will result in data being sent over the Internet by Customer, at the sole risk of Customer, and shall be deemed to have been voluntarily submitted by Customer to Fedmine. Fedmine shall use reasonable efforts to assure that any data received from any Customer will not be disclosed to any third party except as required by law.
7. LIMITATIONS AND WARRANTY
Customer agrees that the System may contain certain limitations, whether actual or perceived by Customer, to which Fedmine may be already aware, or be made aware by Customer during the subscription period. Fedmine may choose to cure such limitations, change or delete the limitation in its entirety, or enhance and improve it immediately or over a certain period of time, or otherwise exercise its sole discretion, with or without notice or obligation to inform Customer, whether a cure will be completed, or what the status of the cure is at any and all times. Customer agrees it is responsible to evaluate any real, potential, or perceived limitations of the System, at Customer's own sole risk, time and expense, acknowledging that such limitations may already exist, or begin to exist, during use of the System. The Customer agrees to be legally bound by the terms of this Agreement regardless of such limitations.
Some data contained in Fedmine may become unavailable from original federal government sources. Although this data is constantly updated from various other authoritative government sources, it may or may not be equal in quality to that available from the previous government source; hence some information at times, may seem to be highly real-time and accurate, or seem to be a bit outdated. Also, data pertinent to a company’s telephone number and email address may not be current at all times, and may become unavailable for any reason during the License period. Further, if a company does not provide such data or is no longer available or willing to provide it, Fedmine is not liable if it shows older data for any elements within the System, including but not limited to: email address, telephone number, street address, alternate email addresses in an organization, Cage Code, DUNS number, Level of Secret clearance of facility or employees, and any data pertinent to a company’s employees, commercial sales, and overall existence. Data in Fedmine may be augmented from publicly available sources of information as deemed necessary in the future to counter the non-availability of data; however the reliability cannot be guaranteed at all times.
The registration data may also be different from similar data stored in a Customer’s registration profile or identity. Customers are allowed to edit Registration Data as deemed appropriate; however, for security reasons certain fields are unavailable to be updated to maintain authenticity of the data as much as possible. Please call Fedmine if you would like to suggest a change in a restricted field. Fedmine does not guarantee such changes will be accommodated, but will work with you to resolve outdated data related to you. Fedmine works hard to keep registration data as accurate and complete as possible; however, sometimes it is possible it may not be accurate or present at all (empty values in all fields).
The Fedmine System is provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Fedmine does not warrant that the Fedmine System will fulfill any of your particular purposes or needs, or will meet your requirements or operate in an environment created by you, or that the operation of the System will be uninterrupted or without error, or that Fedmine errors will be corrected. You bear the entire risk in connection with the performance of the Fedmine System. Except for express warranties stated in this contract, if any, the System is provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy, and effort is with the Licensee.
Fedmine is not responsible and not liable if private information that belongs to you and that you store in Fedmine is stolen or otherwise acquired by employees or third parties.
8. INDEMNIFICATION AND RELEASE
Licensee indemnifies Fedmine for all damages and costs Fedmine incurs, including attorneys’ fees, arising from Licensee's use of the Fedmine System.
Licensee releases, waives, and holds harmless Fedmine for all damages and claims arising from Licensee's use of the Fedmine System, including but not limited to indirect, incidental, special or consequential damages; or damages for loss of profits, savings, revenue, or data; and attorneys’ fees and costs, however incurred even if Fedmine has been advised of the possibility of such damages.
9. TERM AND TERMINATION
The Term of this License Agreement commences on the date of Customer's first access to the Fedmine System and continues for the period for which the initial subscription is paid or otherwise granted (the “Term”). In the event a customer is on a monthly or quarterly payment plan this Agreement shall renew automatically at the end of each payment term for another equal term till the end of the annual subscription period.
Licensor may terminate this License is before the expiry of the Term as a result of Licensee's breach of this Agreement or other misuse of the System, including but not limited to any one of the following reasons: non-payment of fees or past due balances, unauthorized copying or downloading of data into another system owned by you or your affiliate, using your Fedmine subscription to aid a competitor of Fedmine, reverse engineering the product or using a subscription to aid any and all third parties to reverse engineer the product, or otherwise use of a subscription for purposes other than those for which the software is intended. The License shall be deemed to have expired immediately if any of the above occurs.
Upon expiration or termination of this License, You must cease access to the Fedmine System in its entirety.
Licensee's obligations under paragraphs 1-8 and 10 survive termination of this Agreement.
If Licensee violates any of Fedmine's intellectual property rights, including trademarks, copyrights, patents, trade secrets , and confidentiality restrictions, Fedmine shall be entitled to all relief permitted by law and equity, including but not limited to immediate injunctive relief.
If the Licensee is a unit or agency of the United States Government, the following provisions apply. The Government agrees that: if the Fedmine System is supplied to any unit or agency of the United States Government, the Government’s rights in the Fedmine System will be as defined in this agreement and, to the extent required by law, Clause 52.227-19(b)(2) of the FAR or, in the case of NASA, in Clause 1852.227-86(d) of the NASA Supplement to the FAR, or any updated provisions.
Information furnished to Customer under this purchase contract may contain technical data subject to U.S. export laws and regulations. Customer is advised that such data may not be transferred, delivered or otherwise exported or re-exported to foreign persons or foreign entities without the prior written consent of Licensor and without obtaining necessary export licenses or applicable license exemptions. Customer shall indemnify and hold Licensor harmless from and against any and all claims, liabilities and expenses resulting from Customer's failure to comply with the export laws and regulations of the United States.
Customer agrees to comply with all applicable U.S. laws and regulations as they may apply to the export of any hardware, software, defense service or technical data (collectively referred to as "Commodities") provided by, through or with the cooperation of the Licensor or Licensee in the performance of this Agreement in the U.S or abroad or under any export license or exemption. Customer agrees that it will not permit the export or re-export of Commodities, including to foreign persons or other entities, employed by or associated with, or under contract to Customer or any affiliate, without the prior written consent of Licensor and without obtaining all necessary export licenses or applicable license exemptions.
If for any reason a court of competent jurisdiction finds any provision of this License to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of this License shall continue in full force and effect.
This License Agreement constitutes the entire agreement between the parties with respect to the use of the Fedmine System and supersedes all prior or contemporaneous understandings or agreements, written or oral, in regards to a subscription to Fedmine.
Customer warrants to Fedmine that it shall at all times comply with all applicable laws, rules and regulations, ordinances, and shall act in a good professional, efficient, ethical and non-negligent manner during the term of the License with respect to use of and access to Fedmine.
You may change your password at any time during your paid trial period. If you purchased a trial package from us, you may be entitled to apply the full paid amount toward an annual one-year subscription package as an upgrade to access premium Fedmine features, provided however, you do not let your paid trial period lapse.
This Agreement shall be governed by and interpreted under the laws of the State of Maryland applicable to contracts made and to be performed entirely within such State, without giving effect to the conflict of laws principles of such State. You the customer irrevocably consent to jurisdiction and venue Montgomery County Maryland or in a Federal court covering Montgomery County, Maryland over any action arising out of or relating to this Agreement. In any litigation arising out of or related to this Agreement, Fedmine shall be entitled to payment from the Customer of all reasonable legal costs and attorney’s fees Fedmine incurs in a lawsuit, mediation or arbitration, and other legal proceedings.
User acknowledges it has read this agreement in its entirety, and agrees to be bound by terms and conditions set forth herein upon first log in into the System.