GOVERNSPOT TERMS OF USE

Updated: January 2, 2019

The following Terms of Use contain the terms and conditions that govern all use of our Software (defined below) and Services (defined below) including all products, services, and content available on or through the Software (collectively referred to as ‘GovernSpot Services').

The GovernSpot Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Use), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at www.governspot.com/privacy), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time in the Software or made available to you on or through the GovernSpot Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Northramp LLC (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE GOVERNSPOT SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE SOFTWARE OR THE GOVERNSPOT SERVICES.

Northramp LLC may, in its sole discretion, elect to suspend or terminate access to, or use of the GovernSpot Services to anyone who violates these Terms.

If you register for a free trial of the GovernSpot Services, the applicable provisions of these Terms will govern that free trial.

I. DEFINITIONS

Account

II. AUTHORITY TO ENTER INTO THESE TERMS WITH NORTHRAMP LLC
The use of the GovernSpot Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age. In the case of a legal entity, the entity must be duly authorized to conduct business in its applicable geography.

The Terms are accepted as soon as one of the following occurs first:

• the person has received confirmation of the creation of the Account and necessary credentials from Northramp LLC in order to log in to his/her/its Account; or

• for those GovernSpot Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

You may not, without Northramp LLC’s prior written consent, access the GovernSpot Services (i) for production purposes, (ii) if you are a competitor of GovernSpot, (iii) to monitor the availability, performance or functionality of the GovernSpot Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

III. MODIFICATIONS TO TERMS
Northramp LLC reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Software or the GovernSpot Services. Please check these Terms periodically for changes. Your continued use of the GovernSpot Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. 
Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the GovernSpot Services, or (ii) 30 days from posting of such modified Terms on or through the Software. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Northramp LLC will be governed by the Terms in effect at the time such dispute arose.

IV. NORTHRAMP LLC RESPONSIBILITIES
1. Provision of GovernSpot Services. Northramp LLC will (a) make the GovernSpot Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the GovernSpot Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the GovernSpot Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Northramp LLC shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Northramp LLC’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

2. Protection of Client Data. Northramp LLC will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Northramp LLC personnel except (a) to provide the GovernSpot Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.

The Services may be performed using equipment or facilities located in the United States (U.S.) or European Union (EU). Northramp LLC’s U.S. service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by GovernSpot customers when using the GovernSpot Service will receive from Northramp LLC and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).

By agreeing to these Terms, the Client grants Northramp LLC a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the GovernSpot Services. Northramp LLC will inform the Client of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in section III of these Terms.

List of processors:

• Amazon Web Services - Hosting services, file storage, and backup services in the U.S. and EU (Privacy Shield certified).

V. USING THE GOVERNSPOT SERVICES
1. Establishing an Account. Certain features, functions, parts or elements of the GovernSpot Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

• complete the sign-up form on the Web Site or alternative process provided by a Reseller if access to the GovernSpot Services is purchased from a Reseller; and

• accept these Terms by clicking “Sign up” or other similar button

Each Client may have only one Account. If several persons need to use an Account on behalf of the Client, the Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Northramp LLC is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Northramp LLC may, in its discretion, request additional information or proof of the person’s credentials. If Northramp LLC is not certain if a User has been granted Authorization, Northramp LLC may, in its sole discretion, prevent such User from accessing the GovernSpot Services.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Software if he/she is connected to multiple Accounts.

The Client and any User associated with an Account must provide Northramp LLC with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

2. Logging Into an Account. Northramp LLC shall provide Client with a username and password (“Login Credentials”) to be used to log in to its Account. These Login Credentials must not be used by multiple persons. Each User must be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Northramp LLC:

• of any disclosure, loss or unauthorized use of any Login Credentials;

• of any termination of a User’s rights for any reason.

3. Termination of Account. Client may terminate these Terms at any time as provided in Section 17. Northramp LLC shall permanently delete the Account within three months of the effective date of the termination.

4. Fees. The use of an Account is subject to a Fee. Upon sign-up for an Account, the Client must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, Client elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

5. Changing Plans. Any Client has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by Northramp LLC. In such an event, the Client’s credit card on file with Northramp LLC will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.

Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Client Data.

6. Free Trial. A new Client may be entitled to a Free Trial, unless the Client has applied for the Account as a result of an ongoing marketing campaign organized by Northramp LLC in co-operation with its partners. The Client may be required to provide valid credit card information during the Free Trial period. If the Free Trial period has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to select a suitable Plan and pay the associated Fee. If the Client does not pay the associated Fee within 2 weeks as of the expiry of the Free Trial, Northramp LLC has the right to permanently delete the Account, including all Client Data therein.

In addition to the current collection of Plans, Northramp LLC may offer special discounts from time to time.

VI. PAYMENT
The following provisions are applicable only if you purchase access to the GovernSpot Services directly from Northramp LLC.  If you purchase access to the GovernSpot Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.

1. Payment Card Authorization. Northramp LLC may seek pre-authorization of Client’s payment card account prior to your purchase of GovernSpot Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize Northramp LLC to charge all sums described in these Terms to such card account. You agree to provide Northramp LLC updated information regarding your payment card account upon Northramp LLC’s request and any time the information earlier provided is no longer valid.

2. Direct Debit Payments. In some markets Northramp LLC may, if Client elects, request that Client complete a direct debit mandate to enable direct debit payments. In such cases Northramp LLC shall comply with all applicable national rules and regulations related to direct debit payments.

VII. CLIENT DATA
1. Entering Client Data into the Software. If the Client enters or uploads Client Data into the Software, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users) whether posted and/or uploaded by you or made available on or through the GovernSpot Services by Northramp LLC. By entering or uploading Client Data into the Software, Client authorizes Northramp LLC to process the Client Data. The Client is responsible for ensuring that:

• the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Northramp LLC, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and

• the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Software and process it by means of the Account.

2. No Guarantee of Accuracy. Northramp LLC does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the GovernSpot Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Northramp LLC, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the GovernSpot Services, as well as for any actions taken by Northramp LLCs or other Clients or Users as a result of such Client Data.

3. Unlawful Client Data. Northramp LLC is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Northramp LLC or if there is reason to believe that certain Client Data is unlawful, Northramp LLC has the right to:

• notify the Client of such unlawful Client Data;

• deny its publication on the Web Site or its insertion into the Software;

• demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;

• temporarily or permanently remove the unlawful Client Data from the Web Site or Account, restrict access to it or delete it.

If Northramp LLC is presented convincing evidence that the Client Data is not unlawful, Northramp LLC may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.

In addition, in the event Northramp LLC believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Northramp LLC may (but has no obligation), to remove such Client Data at any time with or without notice.

Without limiting the generality of the preceding sentence, Northramp LLC complies with the Digital Millennium Copyright Act, and will remove Client Data from the Software upon receipt of a compliant takedown notice.

Northramp LLC as the data processor will assist the Client as the data controller in meeting the Client’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.

4. Compelled Disclosure. Northramp LLC may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Northramp LLC will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Northramp LLC is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Northramp LLC is a party, and Client is not contesting the disclosure, Client will reimburse Northramp LLC for its reasonable cost of compiling and providing secure access to that confidential information.

VIII. SERVICES

1. Use of the GovernSpot Services. Subject to these Terms, and the payment of the applicable service Fee, Northramp LLC grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the GovernSpot Services to:

• collect, store and organize Client Data; add new Users and grant them Authorizations, and assign rights to a particular User;

• modify and delete Client Data;

• customize certain standard features of the GovernSpot Services;

• receive reasonable help and guidance and from Northramp LLC regarding the use of the GovernSpot Services.

2. Technical Support. Northramp LLC shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Northramp LLC shall respond to requests for support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to the requests of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.

The contact methods for all support are:

• instant messaging;

• built-in notifications on the Web Page; or

• e-mail: support@governspot.com

Notwithstanding the foregoing, if you purchased access to the GovernSpot Services from a Reseller, first-line technical support will be provided by the Reseller and not by Northramp LLC.

3. Modifications to Service. Northramp LLC reserves the right to modify the GovernSpot Services or any part or element thereof from time to time without prior notice, including, without limitation:

• rebranding the GovernSpot Services at its sole discretion;

• ceasing providing or discontinuing the development any particular GovernSpot Service or part or element of the Software temporarily or permanently;

• taking such action as is necessary to preserve Northramp LLC’s rights upon any use of the GovernSpot Services that may be reasonably interpreted as violation of Northramp LLC’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the GovernSpot Services, will become effective thirty (30) days before the effective date of such modification.

If the Client does not accept the modification, the Client shall notify Northramp LLC or Reseller (if Client purchased access to the GovernSpot Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the GovernSpot Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Northramp LLC shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the GovernSpot Services, or any part or element thereof.

IX. DATA PROCESSING CONTRACT

For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and Northramp LLC as the data processor. The Client hereby instructs Northramp LLC to process the data as described in these Terms.

1. Subject matter and nature of processing. Northramp LLC provides the Software where the Client, as the data controller, can collect, store and organize the data. The Software has been designed to work as a governance support system but, to the extent not regulated by these Terms, the Client decides how they use the Software.

2. Duration. Northramp LLC will process data on behalf of the Client until the termination of the GovernSpot Services in accordance with these Terms. Upon termination, GovernSpot will store the Client’s data for a period of six months, should the Client wish to reopen the Account to resume the use of the GovernSpot Services or to export Client Data, unless instructed otherwise by the Client. Northramp LLC deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.

3. Parties’ rights and obligations. The Client’s rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. Northramp LLC ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Northramp LLC takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. Northramp LLC undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.

X. RESTRICTIONS

1. Prohibited Activities. Client and its authorized Users may use the GovernSpot Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

• use the GovernSpot Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;

• copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the GovernSpot Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that Northramp LLC is not permitted by that applicable law to exclude or limit the foregoing rights;

• use the GovernSpot Services or any part or element thereof unless it has agreed to these Terms.

2. Certain Uses Require Northramp LLC Consent. The Client or any User may not, without Northramp LLC’s prior express written consent:

• sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the GovernSpot Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;

• use the GovernSpot Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;

• use the GovernSpot Services or any part or element thereof to send automatic messages for purposes other than which the Software intended.

XI. PRIVACY
Northramp LLC takes the privacy of its Clients and Users very seriously. Northramp LLC’s Privacy Policy is available at www.governspot.com/privacy and is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Northramp LLC’s collection, use, and disclosure of Client’s or User’s personal information.

XII. INTELLECTUAL PROPERTY RIGHTS
1. GovernSpot’s Intellectual Property Rights in the GovernSpot Services. The GovernSpot Services, GovernSpot trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Northramp LLC and its third party vendors and hosting partners. GovernSpot content made available is protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Northramp LLC, its affiliates and licensors retains all right, title and interest in such GovernSpot Services, GovernSpot trade names and trademarks, and any parts or elements. Your use of the GovernSpot Services and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the GovernSpot content is strictly prohibited unless you have received the express prior written permission from Northramp LLC or the otherwise applicable rights holder. Northramp LLC reserves all rights to the GovernSpot Services, GovernSpot content, and GovernSpot trade names and trademarks not expressly granted in the Terms.

2. Content Owned by GovernSpot. Subject to these Terms and the payment of the applicable service Fee, Northramp LLC grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download any part of Northramp content solely for personal, non-commercial and must retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Software or the GovernSpot Services. You shall not copy, distribute or publish any content or any information obtained or derived therefrom except as permitted on or through the GovernSpot Services or as otherwise permitted by applicable law.

3. Client Data.

• Northramp LLC may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Northramp LLC may not otherwise use or display Client Data without Client’s written consent. Northramp LLC respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the GovernSpot Services does not grant Northramp LLC the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for Northramp LLC’s commercial, marketing or any similar purpose. Client expressly grants Northramp LLC the right to use and analyze aggregate system activity data associated with use of the GovernSpot Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the GovernSpot Services operate, and to create new features and functionality in connection with the GovernSpot Services in the sole discretion of Northramp LLC.

• Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the GovernSpot Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize Northramp LLCs to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the GovernSpot Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Northramp LLC’s or any GovernSpot Licensee’s use of such Client Data pursuant to these Terms, and Northramp LLC’s or any GovernSpot Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Northramp LLC to any third party for the performance of any GovernSpot Services Client has chosen to be performed by Northramp LLC or for the exercise of any rights granted in these Terms, unless Client and Northramp LLC otherwise agree.

4. Feedback. If Client or a User provides Northramp LLCs with any comments, bug reports, feedback, or modifications for the GovernSpot Services (“Feedback”), Northramp LLC shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the GovernSpot Services. Client or User (as applicable) hereby grants Northramp LLC a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Northramp LLC shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if Northramp LLC deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

XIII. THIRD-PARTY SITES, PRODUCTS AND SERVICES
The GovernSpot Services may include links to other websites or services (“Linked Sites”). Unless otherwise specifically and explicitly indicated, Northramp LLC does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Northramp LLC makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by GovernSpot. By using any community content, you acknowledge and agree that GovernSpot is not in any way responsible for the performance or damages caused by such community content.

XIV. DISCLAIMERS; NO WARRANTY
UNLESS OTHERWISE EXPRESSLY STATED BY NORTHRAMP LLC, THE GOVERNSPOT SERVICES OR OTHER SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GOVERNSPOT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NORTHRAMP LLC AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY NORTHRAMP LLC, NORTHRAMP LLC AND ITS AFFILIATES DO NOT WARRANT THAT THE GOVERNSPOT SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GOVERNSPOT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GOVERNSPOT SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GOVERNSPOT SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY NORTHRAMP LLC, NORTHRAMP LLC AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE, THE GOVERNSPOT SERVICES, GOVERNSPOT MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

XV. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Northramp LLC and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the GovernSpot Services, GovernSpot Materials, representations made to Northramp LLC, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Northramp LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Northramp LLC, and you agree to cooperate with such defense of these claims.

XVI. LIMITATION OF LIABILITY
1. No Liability: Northramp LLC shall not be liable to the Client or User for any consequences resulting from:

• any modifications in these Terms, calculation and rates of Fees, the GovernSpot Services, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the GovernSpot Services;

• deletion of, corruption of, or failure to store any Client Data;

• use of Client Data by the Client or any of the Users associated with the Account;

• upgrading or downgrading the current Plan;

• any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;

• the Client’s use of the Account or the GovernSpot Services by means of browsers other than those accepted or supported by Northramp LLC;

• the application of any remedies against the Client or authorized Users by Northramp LLC, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the GovernSpot Services or any part or element thereof;

• the differences between technologies and Software used for access, for example if certain features, functions, parts or elements of the GovernSpot Services are designed for use on a personal computer or laptop and do not function on a mobile Software or a tablet;

• Northramp LLC’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Northramp LLC and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:

• provide Northramp LLC with accurate information about the Client, Users or Account;

• notify Northramp LLC of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

• provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Northramp LLC’s negligence, breach if these Terms or otherwise);

• ensure the lawfulness of the Client Data;

• obtain the necessary rights to use the Client Data; or

• abide by any of the restrictions described in these Terms.

2. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GOVERNSPOT AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE GOVERNSPOT SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

3. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

XVII. TERMINATION OF THESE TERMS
1. For Convenience. These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:

• by the Client any time by clicking the no-questions-asked cancellation link on the Web Site, when logged in to the Account, or if the Client is paying for the Service with a PayPal account, by revoking the billing agreement on its PayPal profile; or if the client is paying for the Service via a Reseller, by means agreed upon between the Client and the Reseller;

• by Northramp LLC upon decision to end provision of the GovernSpot Services and close the Software; or

• immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

2. For Default. These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

• by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or

• immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights] and 15 [Indemnification] of these Terms.

3. Effect of Termination. Upon termination of these Terms,

• Northramp LLC shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Northramp LLC shall fulfill such request within 1 month of its receipt of such request.

• Client must:

  1. stop using and prevent the further usage of the GovernSpot Services, including, without limitation, the Software;

  2. pay any amounts owed to Northramp LLC under these Terms; and

  3. discharge any liability incurred by the Client before under these Terms prior to their termination; and

  4. The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.

4. Remedies. If Northramp LLC terminates these Terms as a result of an uncured breach by a Client or User, Northramp LLC is entitled to use the same or similar remedies against any other persons who use the GovernSpot Services in conflict with these Terms. Notwithstanding the foregoing, Northramp LLC may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the GovernSpot Services.

If Northramp LLC has reasonable grounds to believe that the Client’s or User’s use of the GovernSpot Services, including the Account may harm any third persons, Northramp LLC has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

XVIII. WHO YOU ARE CONTRACTING WITH
1. General. The Client is contracting with Northramp LLC, based in the U.S.

2. Governing Law and Jurisdiction. In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved by arbitration in the Commonwealth of Virginia, U.S. using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. 

If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

Use of the GovernSpot Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

Notwithstanding the foregoing, you and Northramp LLCs agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

XIX. GENERAL PROVISIONS
1. Relationship of the Parties. The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Northramp LLC, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

2. Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

3. Entire Agreement. These Terms are the entire agreement between Client and Northramp LLC regarding Client’s use of the GovernSpot Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

4. Assignment. Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Northramp LLC’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

5. No Waiver. Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

6. Notices. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.