GSA Proposal PAK License Agreement

END-USER LICENSE AGREEMENT FOR THE GSA PAK

NOTE:  This product may not be utilized on your computer or through the Internet unless and until such time as you accept the terms of this End-User License Agreement ("Agreement").  On certain occasions, Fedmarket.com ("Fedmarket"), a division of Proposal Services, Inc (PSI) may provide you with a written copy of this Agreement.  In the event that you receive a written copy of this Agreement, the written copy supersedes the terms of any on-screen Agreement found (i) within the GSA Pak product and/or (ii) on Fedmarket's website.  Please maintain a copy of this Agreement for your records. 

IMPORTANT-READ CAREFULLY: This Agreement is a legal agreement between you, in your capacity as an individual person or as an employee, principal or agent of a business (individually or collectively referred to as "Licensee") and PSI, the creator, author, operator and sole owner of the GSA PAK. The GSA PAK includes, but is not limited to, any online files, computer software, any associated media, printed materials, and any electronic documentation. By installing, copying, downloading, accessing or otherwise using the GSA PAK. Licensee agrees to be bound by the terms of this Agreement. Until such time as you acknowledge your acceptance to the terms and conditions of this Agreement, you may not access, copy, utilize or otherwise use the GSA PAK.  If you are not willing to accept the terms and conditions of this Agreement do not download the GSA PAK, you must promptly contact Fedmarket for instructions for the immediate return of the GSAPAK.  By downloading the GSA PAK you assume ownership of the GSA PAK and once the GSA PAK is downloaded no refund or return will be honored.

Provided you have acknowledged and confirmed your acceptance to the terms and conditions of this Agreement, PSI grants to the Licensee and Licensee accepts a license to use the GSA PAK.

THE GSA PAK LICENSE

The GSA PAK  is protected by intellectual property laws and treaties. The GSA PAK is licensed to the Licensee; it is not sold to the Licensee. The term "computer" as used herein shall mean the hardware, if the hardware is a single computer system, or shall mean the computer system within which the hardware operates, if the hardware is a computer system component.

1. GRANT OF LICENSE.  This section of the Agreement describes Licensee’s general license rights to access and use the GSA PAK.  The license rights described herein are subject to all other terms and conditions of this Agreement.

Granting of General License to Install and Use the GSA PAK.  Except as otherwise expressly provided in this Agreement, Licensee shall only access the GSA PAK on one computer. Licensee’s unauthorized use of the GSA PAK on more than one computer shall constitute a violation of this Agreement and shall result in the automatic termination of the License (without notice thereof to Licensee).  The GSA PAK may not be installed, accessed, downloaded, displayed, run, shared or used concurrently on or from different computers, including a workstation, terminal or other digital or analog electronic device ("device") unless and until Licensee obtains the advance, written approval thereto from an authorized representative of Fedmarket. 

Granting of Additional License for Product Elements.  The GSA PAK may include, among other things, certain files and documents (collectively, "Product Elements").

Except as provided for in the section following immediately hereafter, Licensee may (i) use, copy and modify the Product Elements, and (ii) distribute or release Licensee's modified copies of the Product Elements to the appropriate federal government agencies or the employees thereof. 

Prohibited Activities.

A. Licensee shall not sell, license, release or distribute copies of the Product Elements on a stand-alone basis or as part of any collection, product or service where the primary value of the product or service is the Product Elements.

B. Licensee shall indemnify, hold harmless, and defend Fedmarket from and against any loss, costs, damage, expense, liability, claims or lawsuits, including attorneys' fees and litigation costs, that arise from or result from the use, release or distribution of the Product Elements.

C. Licensee shall include a valid copyright notice on Licensee's products and services that include copies of the Product Elements.

D. Licensee may not permit third parties to distribute copies of the Product Elements except as part of Licensee's product or service. 

Reservation of Rights. Fedmarket reserve all rights not expressly granted to Licensee in this Agreement. This Agreement shall not convey any other right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Fedmarket. Any unauthorized use of the GSA PAK and/or the Product Elements shall automatically terminate the permission or license granted by this Agreement and such use may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

Protected Access. Any time Licensee uses a user name or password to access the GSA PAK or Fedmarket website, Licensee is fully responsible for maintaining the confidentiality of that user name and password and for restricting access to its computer.  Licensee hereby agrees to accept responsibility for all activities that occur under its account, user name or password. In the event the confidentiality of Licensee’s account, user name or password is compromised in any manner whatsoever, Licensee shall notify Fedmarket immediately. Fedmarket reserve the right to take any and all action, as either or both deem necessary, to ensure the security of the GSA PAK, Fedmarket’s computer and other technology systems, and your account, including without limitation, terminating your account, changing your password or requesting additional information to authorize transactions on your account. Notwithstanding the foregoing, Fedmarket may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall Fedmarket be held liable to Licensee, its principals, officers or employees, or its successors or assigns, for any liabilities or damages resulting from or arising out of (i) any action or inaction of Fedmarket under this subsection, (ii) any compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. Any unauthorized use of the GSA PAK shall terminate the permission or license granted herein and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes. Any and all violators will be prosecuted to the fullest extent of the law.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. 

A. Transfer of License. Notwithstanding any other inconsistent provisions of this Agreement, Licensee shall not transfer the license to use the GSA PAK. 

B. Upgrade of Product Elements. Product Element(s) labeled as an upgrade(s) may replace and/or supplement (and may subsequently disable) existing Product Element(s) originally distributed as part of the GSA PAK. Licensee may use the resulting upgraded Product Element(s) only in accordance with the terms of this Agreement.

C. Copy Protection.  The GSA PAK may (i) include copy protection technology to prevent the unauthorized copying or duplication of the GSA PAK, and/or (ii) may require authorization credentials for the use of the GSA PAK.  It is illegal to make unauthorized copies of the GSA PAK or any Product Elements or to circumvent any copy protection technology included in the GSA PAK.  Any and all violators will be prosecuted to the fullest extent of the law

D. Limitations on Reverse Engineering, Decompilation and Disassembly. Licensee may not reverse engineer, decompile, or disassemble the GSA PAK, except and only to the extent that such activity is expressly permitted by applicable law.

E. On-Line Services.  The functionality of the GSA PAK requires separately acquired on-line services.  Neither the GSA PAK nor this Agreement give Licensee any rights to use the Internet, any on-line or other services or software that may be necessary to use all features associated with the GSA PAK. 

F. Separation of Components.  The GSA PAK is licensed as a single product. Its component parts may not be separated for use on more than one computer unless expressly permitted by this Agreement.

G. Single Computer.  The GSA PAK is licensed as a single, integrated product. The GSA PAK may only be used as such and as otherwise set forth in this Agreement.

H. Termination.  Without prejudice to any other rights, Fedmarket may terminate Licensee's rights under this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee must immediately destroy all copies of the GSA PAK and all of its component parts.

I. Trademarks.  This Agreement does not grant Licensee any rights in connection with any trademarks or service marks of Fedmarket.

3. INTELLECTUAL PROPERTY RIGHTS.  All title, interest and intellectual property rights in and to the GSA PAK (including, but not limited to, any files, documents, images, photographs, animations, video, audio, music, text and "applets" incorporated into the GSA PAK), the accompanying printed materials, and any copies of the GSA PAK, are owned by Fedmarket.  All title, interest and intellectual property rights in and to the content that is not contained in the GSA PAK, but may be accessed through use of the GSA PAK, is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.  This Agreement grants you no rights to use such content. Use of any on-line services which may be accessed through the GSA PAK may be governed by the respective terms of use relating to such services.  If this GSA PAK contains documentation that is provided only in electronic form, Licensee may print one copy of such electronic documentation.  Licensee may not copy the printed materials accompanying the GSA PAK.  All rights not specifically granted under this Agreement are reserved by Fedmarket.

4. PRODUCT SUPPORT.  Product support for the GSA PAK is not provided by Fedmarket but may be purchased separately at any time. Please refer to the terms of sale to obtain further information on purchasing support.

5. EXPORT RESTRICTIONS.  You acknowledge that the GSA PAK is subject to U.S. export jurisdiction.  You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. 

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with and shall be governed by the laws of the State of Idaho. The prevailing party in any such action related to or arising under this Agreement shall be entitled to costs and reasonable attorneys' fees.

7. UNENFORCEABILITY. If any terms or provisions of this Agreement are found to be illegal or unenforceable, this Agreement shall remain in full force and effect and such terms or provisions shall be deemed stricken.

8. ADDITIONAL PROVISIONS.  FOR LIMITED WARRANTIES, LIMITATION OF LIABILITY, AND OTHER SPECIAL PROVISIONS, PLEASE REFER TO THE ADDITIONAL PROVISIONS BELOW AND THOSE PROVIDED WITH OR IN THE GSA PAK.  SUCH LIMITED WARRANTIES, LIMITATION OF LIABILITY AND SPECIAL PROVISIONS ARE INTEGRAL PARTS OF THIS AGREEMENT.

A. Customer Remedies.  To the maximum extent permitted under applicable law,  Fedmarket's entire liability, and Licensee's exclusive remedy under the express warranty, is the return of the price paid for the GSA PAK.  All warranties are void and of no further effect if the failure of the GSA PAK or any of its component parts has resulted from abuse or misapplication of the product or the component parts.

B. Exclusion Of Liability/Damages.  The following is without prejudice to any rights Licensee may have at law that cannot legally be excluded or restricted. Licensee acknowledges that no promise, representation, warranty or undertaking has been made or given by Fedmarket to any person or company in relation to the profitability of or any other consequences or benefits to be obtained from the delivery or use of the GSA PAK.  Licensee has relied upon its own skill and judgment in deciding to acquire the GSA PAK for use by Licensee.  Except as and to the extent provided in this Agreement, Fedmarket shall not be, in any circumstances, liable for any other damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information or other indirect or consequential loss) arising out of the use or inability to use or supply or non-supply of the GSA PAK and any accompanying documents or files.  The total liability of Fedmarket under any provision of this Agreement is limited to the amount actually paid by Licensee for the GSA PAK.

Fedmarket, its principals, officers, employees, consultants, attorneys or agents, nor anyone else who has been involved in the creation, production, or delivery of the GSA PAK, shall be liable for any direct, indirect, consequential or incidental damages arising out of the use or the inability to use the GSA PAK or its component parts. Fedmarket does not represent or warrant that all errors in the GSA PAK or its component parts will be corrected. No agent of Fedmarket is authorized to alter or exceed the warranty obligations of Fedmarket and as set forth in this Agreement.

Fedmarket make no warranties respecting any harm that may be caused by the inadvertent transmission of any computer virus, worm, time bomb, logic bomb, or other such computer program transmitted through the GSA PAK and its component parts.

C. No Other Warranties.  To the maximum extent permitted by applicable law, FEDMARKET disclaims all other warranties, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with regard to the GSA PAK, the Product Elements, its component parts, the accompanying written materials, and any accompanying electronic documents or files.  This limited warranty gives you specific legal rights.  You may have others that vary from state/jurisdiction to state/jurisdiction.