KM-LOGIX TERMS OF USE

OCTOBER 2018

Thank you for using FARclause.com (“Web site”) and associated services (“Services”). Please read the following TERMS OF USE carefully before using the Web site. The TERMS OF USE contain the terms and conditions under which KM-LOGIX, LLC (KM-LOGIX) provides Services to you and describe how the Services may be accessed and used.

These TERMS OF USE is an agreement between KM-LOGIX AND YOU (“you” or “your”) for the creation of the Web site’s account and/or access to or use of the Web site whether or not you create an account.

You should review the TERMS OF USE regularly as they may change at any time at our sole discretion. If you do not agree to any term or condition, you should not access or otherwise use our Web site.

"Content" refers to any information you submit to our Web site.

Updates to Terms of Use

KM-LOGIX may update these TERMS OF USE at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to factor for the implementation of new Services or functionality. KM-LOGIX may also provide notification regarding any updates on the Web site, such as in the Blog section, or via email to you. Updated TERMS OF USE will be effective no sooner than the day they are publicly posted. In order for certain changes or updates to become effective, applicable law may require KM-LOGIX to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the TERMS OF USE, you should stop using the Service; otherwise, by continuing to use the Services you indicate your agreement with the updated TERMS OF USE.

Changes to Services

“Services” consist of the FARclause Web site, to include any content on the Web site offered by KM-LOGIX regardless of the manner, form, or medium in which the content is delivered to you. KM-LOGIX constantly changes and improves the Services. KM-LOGIX may add, alter, or remove functionality from a Service at any time without prior notice. KM-LOGIX may also limit, suspend, or discontinue a Service at its discretion. If KM-LOGIX discontinues a Service, we will give you reasonable notice in advance to provide you with an opportunity to export a copy of your Content from the Service. KM-LOGIX may remove information from the Services at any time in our sole discretion; although, we will attempt to notify you so long as it may materially impact you and is practicable under the circumstances.

Pricing and Subscriptions

Our Services are billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on which subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal by contacting our customer support team. KM-LOGIX does not provide refunds for unused portions of a Subscription period for cancellations within that Subscription period unless you are cancelling due to our breach and have so notified us in writing.

KM-LOGIX may change the fees charged for the Services at any time; provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. KM-LOGIX will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.

Account Usage

You may be required to create an account to use some features of the Web site or the Services. To create an account, you must register using a valid email address registered to you. You may not impersonate any person or entity, or otherwise mislead as to the origin of the content you share with us when you register. By creating an account, you represent and warrant to us that (i) you are over the age of eighteen (18), (ii) have the power and authority to enter into and perform the obligations under these TERMS OF USE, and (iii) all information provided in your registration is accurate and complete. You are solely responsible for maintaining the confidentiality of any password you use to access your account.

Account Inactivity

KM-LOGIX may terminate your account and delete any Content contained in it if there is no account activity for 3 months after your paid subscription has expired. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity renew your subscription or to export your Content.

Programmatic Exploitation

Unless authorized by KM-LOGIX in writing, you may not probe, scan, or test the vulnerability of any KM-LOGIX system or network. You may not deny others access to, or reverse engineer, the Services, or attempt to do so. You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

Abusive and Excessive Usage

You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. This includes using automated methods for scraping FARclause data, excessively downloading FARclause’s site content. KM-LOGIX will attempt to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to KM-LOGIX; however, we reserve the right to terminate your account and block you from further usage without notice or a refund of any payments made.

Resale of Information or Services

Unless authorized by KM-LOGIX in writing, you may not resell or lease the Services or any analytical information extracted from FARclause. Further, you may not leverage a Subscription to FARclause to provide services similar to the Services provided by KM-LOGIX to other individuals who are not KM-LOGIX subscribers.

Services Provided “AS-IS”

The Services are provided “AS IS” and “AS AVAILABLE”. KM-LOGIX does not make any warranty as to the results that may be obtained from use of the Web site, or as to the accuracy or reliability of any content, information, service or materials provided through the Web site. KM-LOGIX disclaims all warranties, express or implied, including, but not limited to, implied warranties and merchantability and fitness for a particular purpose. Specifically, we do not warrant or represent that: (i) our content is accurate or complete, (ii) our content is up-to-date or current, and (iii) our content is free from inaccuracies or typographical errors.

Our Services include tools and information to assist you with the evaluation of data and making decisions regarding your data. We strongly recommend that you use the Services as one important tool, along with your independent research to make a better decision about the profile and selection of your contract or subcontract clauses. You assume full responsibility with respect to your decisions using the Services.

We also try to keep our online Services up, but they may be unavailable from time to time for various reasons.  

Limitation of Liability

To the extent permitted by applicable law, KM-LOGIX, its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for any direct or indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, including damages for lost profits, loss of use, loss of data, arising out of or in connection with the Services and these terms, and whether based on contract, tort, strict liability, or any other legal theory, even if KM-LOGIX has been advised of the possibility of such damages and even if a remedy fails of its essential purpose. To the extent permitted by applicable law, the aggregate liability of each of KM-LOGIX, its affiliates, officers, employees, agents, suppliers, and licensors arising out of or in connection with the services and these terms will not exceed the greater of: (i) the amounts paid by you to KM-LOGIX for use of Services at issue during the 3 months prior to the event giving rise to the liability; and (ii) US$20.00.

Indemnification.

You agree to indemnify and hold harmless KM-LOGIX and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or a breach of these TERMS OF USE, to the extent that such liabilities, damages and costs were caused by you.

Confidentiality

KM-LOGIX will treat your Content as confidential information and only use and disclose it in accordance with these TERMS OF USE (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is already or becomes public (other than through breach of these TERMS OF USE by KM-LOGIX); (b) was lawfully known to KM-LOGIX before receiving it from you; (c) is received by KM-LOGIX from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by KM-LOGIX without reference to your Content.

Please note that the FARclause’s algorithms are designed to only extract three attributes from the text you are pasting into the Web site: Clause numbers, Alt designations, and Version dates. This information resides in the public domain.  FARclause discards all other information you are pasting with the text, and the text you are pasting into the Web site is presumed to also originate from the documents available in the public domain (e.g. solicitations on FBO.gov, prime contract awards, or corporate terms and conditions available on public sites). In addition, FARclause gives you the greatest flexibility and control over how and what information you are pasting into the Web site; however, we still must caution you to not paste any classified, sensitive, controlled unclassified information, or other proprietary information into the Web site, and you may not imply that the Submission of such information was required or endorsed by us in order for us to provide our Services.

FARclause’s Library involves the display of information made publicly available by the government through the official sources, the Acquisition.gov, or www.acq.osd.mil sites. The source of the data is neither owned by KM-LOGIX nor created by KM-LOGIX. Content of such information is the sole responsibility of the entity that makes it available, and the completeness and accuracy of that information on the Web site is entirely dependent on the completeness and accuracy of the original government sources. KM-LOGIX shall under no circumstances be liable for the content of the information presented in the Clause Library and throughout the Web site.

Ownership.

You acknowledge that all Services contain copyrighted material, trademarks, and other proprietary information. The Services, including the content and the organization, layout, arrangement and design elements of the Site and each individual page of the Site, and all intellectual property relating either directly or indirectly to the Services, including but not limited to patents, design rights, copyrights, trademarks, service marks, database rights, trade secrets, know-how and all derivative works thereof (collectively, “Intellectual Property”), are and will remain the property of KM-LOGIX or its affiliates and are protected by United States and international copyright, trademark and other applicable intellectual property laws. You shall not in any manner attempt to obtain any right, title, or interest, by registration, patent, copyright or otherwise in or to such Intellectual Property or any derivative thereof. You shall not take any action that jeopardizes, limits or interferes with KM-LOGIX or its affiliates’ ownership of and/or right to use the Intellectual Property.

 Termination.

KM-LOGIX reserves the right to terminate your access and use of any or all Services upon your violation or breach of any provision of these TERMS OF USE. KM-LOGIX also reserves the right to suspend or terminate any Service, in whole or in part, at any time for any reason or for no reason.

Trademarks and Patents.

All trademarks and service marks of KM-LOGIX and its affiliates displayed in connection with any Service are subject to state, federal, and/or international trademark protection. Unless expressly authorized by us, you may not use any trademarks or service marks that you access through any Service with any product or service that is not provided by us, or in any manner that is likely to cause confusion among customers, or that might disparage or discredit us and our affiliates. All other trademarks appearing in the Services are the property of their respective owners, including third-party providers of products and services with links to and from the Services.

All communications between KM-LOGIX and you will be sent and received electronically. You agree that all agreements, notices, disclosures and other communications exchanged between you and KM-LOGIX electronically shall satisfy any legal requirements that such communications be in writing.

Viruses.

You will not send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files, spyware, traps, protecting codes or trap door devices, or other computer programming routines that are designed or intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any of the Services or any data contained therein or that otherwise jeopardizes the security or integrity of the Services or interferes with the Services functioning as intended by us. We assume no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Service or your downloading of any materials, data, text, images, video, or audio from the Service.

Applicable Law

(ii) This Agreement shall be governed by the laws of the State of New York without giving effect to any principles of conflicts of law. You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in New York, New York over any suit, action or proceeding arising out of or relating to this Agreement.

 Severability

If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of these TERMS OF USE shall not be affected thereby.

Miscellaneous.

These TERMS OF USE constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.