This Agreement provides the general terms and conditions (the "General Terms and
Conditions") applicable to all services (the "Services") offered by Coley & Associates,
Inc., a Texas corporation ("Coley"), to you through its Web sites located at
www.spotfedbids.com, www.feddictionary.com,
www.gsa-now.com, and www.gsanow.com
(together, the "Site"). These general terms and conditions are
supplemented by and should be read in conjunction with the specific terms and conditions
applicable to such services. By using any Service, you agree to these
General Terms and Conditions as well as the specific terms and conditions applicable
to the Service(s) you are using. The term "Agreement" means these General Terms
and Conditions plus all other applicable terms and conditions. Coley reserves the
right in its sole discretion and without notice to amend or modify any of its terms
and conditions under which any Service is being offered to you.
1. Use Limitation
Services are intended for your company's use only. Access to and use of any Service is through a combination of a user name and password. Coley authorizes you to view a single copy of the material on the Site solely for your use or use by authorized additional recipients of your company. You agree that such access will not be shared with others. You may not access any Service using the name or password of any other party. Unauthorized access to any Service, or to the telecommunications or computer facilities used to deliver such Service, is a material breach of this Agreement and may be a violation of law. You assume all responsibility for any claim, demand or damage resulting from another party obtaining your password. Materials from the Site are intended for the exclusive use by you at the location(s) specified in your subscription and you shall not copy, duplicate, forward, re-sell, recompile, or reuse in any manner without the express written permission of Coley & Associates, Inc. You shall not attempt to modify, decompile, reverse engineer or otherwise attempt to gain access to any technology or source code underlying any Service. By using any Service you represent and warrant that you are (a) authorized to form legally binding contracts under applicable law and that the information you provide is accurate, current and complete and (b) not a minor. We reserve the right at our sole discretion to refuse any Service to anyone at any time.
Any authorized additional recipients of materials from the Site are also subject to this Agreement. You agree to take full responsibility for any additional recipients for agreeing to and following these Terms and Conditions.
2. Content
We also reserve the right to restrict your access to parts or all of the Site or
any Service without notice or liability. You understand that all information you
provide will be maintained by Coley as confidential according to the terms of our
standard Privacy Policy, as published on the Site. Solely to enable us to use the
information you supply us with so that we are not violating any rights you might
have in that information, you agree to grant us a non-exclusive, worldwide, irrevocable,
sublicenseable (through multiple tiers) right to exercise the copyright and publicity
rights (but no other rights) you have in information provided by you in connection
with the use of any Service and during the term of your use of any Service. Nothing
in this Agreement shall be construed to constitute a sale or other transfer of title
of your trademarks or copyrights to Coley. You understand that you are solely responsible
for providing accurate and complete information and that, failure to do so, may
result in actions taken against you for misrepresentation or fraud by Coley or other
users.
The Site contains links to third party web sites. These links are provided solely
as a convenience to you and not as an endorsement by Coley of the contents on such
third party web sites. Coley is not responsible for the contents of the third party
site and does not make any representations regarding the content or accuracy of
materials on such third party web sites. If you decide to access linked third party
web sites, you do so at your own risk.
3. Release and indemnification
Coley is merely a venue for you to participate in the use of the Services. The Site
acts as a venue for retrieving business opportunities and does not screen or censor
the listings offered. Coley does not guarantee the quality, legality, truth or accuracy
of the listings and/or Services. Coley disclaims any responsibility for system downtime
which may affect the timely submissions of bids. You agree to accept periodic facsimile
and email notices from us explaining our new Services. You assume all risks associated
with dealing with other users with whom you come in contact through the Site. Because
user authentication on the Internet is difficult, Coley cannot and does not confirm
that each user is who they claim to be. In the event that you have a dispute with
another user, you hereby release Coley, its subsidiaries, affiliates, directors,
officers, employees and agents from and against any and all claims, demands and
damages (actual and consequential) of every kind and nature, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising out of or in any way
connected with such disputes. If you are a California resident, you waive California
Civil Code § 1542, which states, "A general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with the debtor." You agree to indemnify and hold Coley and its subsidiaries, affiliates,
officers, directors, agents, and employees, harmless from any claim or demand, including
reasonable attorneys' fees, made by any third party due to or arising out of your
breach of this Agreement or the documents incorporated by reference, or your violation
of any law or the rights of a third party. We do not control the information provided
by other users which is made available through our Site. You may find other user's
information to be offensive, harmful, inaccurate or deceptive. Please use caution,
common sense, and practice safe trading when using our Site.
4. Modification To Site
Coley reserves the right, for any reason, in its sole discretion, to terminate,
change or suspend any aspect of any Service or the Site, including, but not limited
to, content, features or hours of availability. Coley may impose limits on certain
features of any Service or the Site or restrict your access to part or all of any
Service or the Site without notice or liability.
5. User Conduct And Behavior
When you use any Services or the Site, you represent, warrant and agree that you
will not:
(A) falsify or misrepresent any personal or business information regarding your
identity or intentions with respect to any matter;
(B) post, publish, transmit, distribute, or upload any information through or link
directly or indirectly any information to the Site that Coley, in its sole discretion,
deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect
to race or gender, or is otherwise disagreeable;
(C) post, publish, transmit, distribute, or upload any information through or link
directly or indirectly any information to the Site that contains a virus, Trojan
horse, worms, time bombs, cancelbots, or any other harmful software code or programming
routine that are intended to damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or personal information;
(D) post, publish, transmit, distribute, or upload any information through or link
directly or indirectly any information to the Site that is unlawful, fraudulent,
or otherwise disagreeable, including without limitation, any information, communication
or transmission that constitutes or supports the commission of any illegal activity
or any violation of local, state, national or foreign law, statute, ordinance or
regulation (including without limitation, those governing export control, consumer
protection, unfair competition, anti-discrimination or false advertising);
(E) post, publish, transmit, distribute, or upload any information through or link
directly or indirectly any information to the Site that violates any copyright,
trademark or any other proprietary intellectual property rights of others, unless
you have obtained permission from such owner and such action would not violate any
of the above rights in such property;
(F) post, publish, transmit, distribute, or upload through or link directly or indirectly
any information to the Site any bulk e-mail solicitations, chain letters, solicitations,
advertisements, pyramid schemes or any other unsolicited communication, including
without limitation, spamming Coley’s users;
(G) use, reproduce, distribute, publish or communicate any information obtained
from the Site, for any commercial reason, unless such activity has been expressly
approved in writing by Coley; or
(H) use any robot, spider, other automatic device, or manual process to monitor
or copy Coley’s web pages or content contained herein;
(I) use any device, software or routine to bypass Coley’s robot exclusion headers
or meta tags, or to interfere or attempt to interfere with the proper working of
the Site or any transaction being communicated or conducted on the Site, or take
any action that imposes an unreasonable or disproportionately large load on Coley’s
infrastructure; or
(J) create liability for Coley or cause Coley to lose (in whole or in part) the
services of Coley's ISPs or other suppliers.
Coley reserves the right, in its sole discretion, to amend, edit, remove or otherwise
block any material posted by you which may violate any state, federal or local law
or violate any aspect of this Agreement, or which Coley, in its sole discretion,
deems unlawful, obscene, derogatory, abusive, threatening, discriminatory with respect
to race or gender, or otherwise disagreeable. However, Coley does not assume responsibility
for reviewing or verifying the material, content and information on its Site and
is not responsible for any damages, losses, expenses or other injuries incurred
by you or any other user as a result of relying on any material, content and information
posted on the Site.
6. Interruption Of Service
You understand that Coley shall take commercially reasonable efforts to make its
Site and Service available. However, Coley is not responsible for any damages or
losses related to any system errors or interruptions affecting its Site or any Service
and the processing of any transaction related to any Service. You understand that
the Site or Service may be unavailable unexpectedly as a result of circumstances
beyond Coley's control.
7. Fees And Financial Obligations
You agree to incur and pay the fees and accept the payment policies for each Service
in which you are registered. A monthly finance charge of 1.5% (with a minimum of
$0.50) or the highest amount permitted by applicable law – whichever is lower –
is charged if your account becomes past due. You also agree to pay all reasonable
collection costs, including attorneys' fees. Your account may be suspended for non-payment
or exceeding approved credit limits. A service charge of $50.00 will be charged
for all returned checks. You agree that your credit card on file may be charged
for any of the Services that you order. For subscriptions that renew automatically,
the associated subscription charges are considered on going.
8. No Agency
The relationship between you and Coley is that of an independent contractor. No
agency, partnership, joint venture or franchise relationship is implied, intended
or created by the terms and conditions of this Agreement or the use of the Site
by you.
9. Termination
The terms and conditions of this Agreement constitute a binding agreement between
Coley and you until terminated by you or Coley. Coley may at any time, in its sole
discretion, terminate your user account and access to the Site and any Service.
10. Disclaimer Of Warranties
Coley provides the site and services "as is" and disclaims all
warranties of any kind. Onvia, to the fullest extent permitted by law, disclaims
all warranties, whether express or implied, including warranty of merchantability,
fitness for particular purpose and non-infringement. Coley makes no warranties about
accuracy, reliability, completeness, or timeliness of the site, content materials
on the site, services, listings, links, and text. No advice, instructions or information
received by a user, whether orally or in writing, from coley shall create any implied
warranty. Users are instructed to use the site and all services at their own risk.
Coley does not and cannot control the flow of data to or from its Site and other
portions of the Internet. At times, your connection to the Internet may be impaired
or disrupted. Although Coley will use commercially reasonable efforts to avoid such
an event, Coley cannot guarantee that it will not occur and disclaims any and all
liability resulting from or related to such an event.
11. Limitation Of Liability
In no event shall coley or coley’s suppliers be liable for lost profits or any special,
incidental or consequential damages arising out of or in connection with any service,
the site or this agreement (however arising, including negligence).
Coley’s liability, and the liability of coley’s suppliers, to you or any third parties
in any circumstance is limited to the greater of (a) the amount of fees you pay
coley in the twelve (12) months prior to the action giving rise to the liability
or (b) $100.
12. Arbitration
Any controversy or claim arising out of or relating to this Agreement or any Service
(other than disputes covered by Section 9 above) shall be settled by binding arbitration
in accordance with the commercial arbitration rules of the American Arbitration
Association. Any such controversy or claim shall be arbitrated on an individual
basis, and shall not be consolidated in any arbitration with any claim or controversy
of any other party. The arbitration shall be conducted in San Antonio, Texas, and
the judgment on the arbitration award may be entered into any court having jurisdiction
thereof. Either you or Coley may seek interim or preliminary relief from a court
of competent jurisdiction in San Antonio, Texas necessary to protect the rights
or property of you or Coley pending the completion of arbitration.
13. Ownership
Subject to the intellectual property rights of the users in any content provided
by them in connection with the use of the Site and any Service, Coley shall retain
all right, title and interest in and to the Site and the Services, including all
intellectual property rights therein and thereto.
14. Miscellaneous
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter herein, and supersedes any and all prior agreements between
Coley and you. The failure to enforce any provision of this Agreement will not result
in a waiver of any rights either party may have under this Agreement. If any provision
of this Agreement is held to be unenforceable, it will be enforced to the maximum
extent permissible and the remainder of this Agreement shall continue in full force
and effect. Headings are for reference purposes only and in no way define, limit,
construe or describe the scope or extent of such section. Coley’s failure to act
with respect to a breach by you or other users does not waive Coley’s right to act
with respect to subsequent or similar breaches. Coley will not be liable for any
delay or failure associated with the Site or Service beyond its control or otherwise,
including natural disasters, acts of government or war, etc. This Agreement shall
be governed by and construed in accordance with the laws of the State of Texas without
regard to the conflicts of law provisions thereof. You further agree to the exercise
of personal jurisdiction in the State of Texas in connection with any dispute or
claim involving Coley.