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Terms and Conditions of Use

   
Your use of this website is subject to your agreement to the following, and all applicable laws.

1. Definitions

"Authorized User" means an individual authorized by Affinitext to access and use the FAR Online Library. In the absence of a Multi-User Agreement, the Authorized User is the individual who applied for and was registered by Affinitext to use the FAR Online Library;

"Available" means that the Authorized Users can access and utilize the FAR Online Library;

"Commencement Date" means the date of the first payment of the annual subscription charge, if any; "Default" means any breach of the obligations of either party to this Agreement; "End User" means the party named as such in a Multi-User Agreement;

"FAR Online Library" means the digital online library of the Federal Acquisition Regulation, its supplements and other associated and related material, hosted on Affinitext's servers, as such online library evolves over time;

"Intellectual Property Rights" means all patents, copyright, design rights, domain names, registered designs, trade and service marks (registered and unregistered), rights in know-how, rights in relation to databases, trade secrets, rights in confidential information and all other intellectual property rights throughout the world including:

    all registrations and pending registrations relating to any such rights and the benefit of any pending applications for any such registrations; and

    all reversions, extensions and renewals of any such rights;

"Multi-User Agreement" means an agreement between an End User and Affinitext, which covers a number of Authorized Users;

"Terms of Use" or "this Agreement" means these terms and conditions of use of the FAR Online Library; and

"Users" means an End User and/or an Authorized User, as the case may be.

2. Interpretation

In this Agreement (unless the context otherwise requires):

2.1 the words "including", "include", "for example", "in particular" and words of similar effect shall not limit the general effect of the words which precede them;

2.2 words importing the singular shall include the plural and vice versa;

2.3 the headings are all for reference only and shall be ignored when construing this Agreement;

2.4 if there is any ambiguity, uncertainty or conflict between any of the provisions in the Multi-User Agreement, if any, and this Agreement, the order of precedence shall be:

2.4.1 the Multi-User Agreement; and

2.4.2 this Agreement.

3. Intellectual Property Rights

The Users acknowledge and agree that, save to the extent expressly set out in these Terms of Use, they do not have, and shall not acquire by these Terms of Use any right, title or interest in any Intellectual Property Rights which subsist in the FAR Online Library or any of the contents contained therein.

4. Licence

4.1 In consideration of the payment of the annual subscription charges, or by agreeing to participate in a free trial, Affinitext hereby grants to the Users a non-exclusive, non-sub-licensable, non-transferable and limited licence to access and use the FAR Online Library.

4.2 The End User agrees that only employees of the End User may be Authorized Users.

4.3 The grant of the aforementioned licences is subject to the following limitations:

4.3.1 The Users shall not make any part of the FAR Online Library or its contents available to any other party;

4.3.2 The Users shall not take any action that will or could impose an unreasonable or disproportionately large load on the infrastructure that supports the FAR Online Library;

4.3.3 The Users shall not use the FAR Online Library or its contents for resale purposes including the extraction and/or re-utilisation of any part of the FAR Online Library;

4.3.4 The Users shall not modify the FAR Online Library its contents, or any portion of either of them;

4.3.5 The Users shall not remove or obscure any copyright notice or other notices contained in the FAR Online Library;

4.3.6 The Users shall not use the contents of the FAR Online Library to create a separate independently searchable database; and

4.3.7 In relation to the FAR Online Library, the Users shall not use any: (a) data mining, robots, or similar data gathering and extraction tools; (b) framing techniques to enclose the trade marks, logos and other proprietary images, text, layouts and formats used by Affinitext; or (c) meta tags or any other "hidden text" which uses Affinitext, or its licensor's, name or trade marks.

4.4 The Users will not, and will use all reasonable effort to ensure others do not, backward or reverse engineer or otherwise attempt to circumvent a technological measure that is intended to or effectively controls access to the FAR Online Library.

4.5 The structure, organization, and code of the FAR Online and Affinitext software are valuable trade secrets and confidential information of Affinitext. The software is protected by law and this Agreement does not grant the Users any intellectual property rights in the software.

4.6 The End User shall ensure that:

4.6.1 only the authorized number of Authorized Users use the FAR Online Library, such number being specified in the Multi-User Agreement; and

4.6.2 each Authorized User accepts and abides by the Terms of Use prior to accessing and using the FAR Online Library .

5. Availability and Connectivity

5.1 Use of the FAR Online Library requires internet connectivity and telecommunications links. The Users acknowledges and agree that they shall be solely responsible for providing such connectivity and links and for any costs or charges incurred to access, view and/or use the FAR Online Library.

5.2 Whilst Affinitext shall make every effort to ensure the FAR Online Library is Available at all reasonable times, given the nature of the internet and communications networks, Affinitext cannot guarantee this.

5.3 Affinitext gives no assurance or warranty:

5.3.1 that the FAR Online Library or the software application used to deliver the FAR Online Library is compatible with the User's software or computer configuration, or

5.3.2 that access to the FAR Online Library by the Users will be uninterrupted, free from faults, errors or omissions, or that any defect whether identified or not will be corrected.

5.4 In addition to any other rights set out in these Terms of Use, Affinitext may suspend or restrict access to the FAR Online Library at any time to allow Affinitext or its suppliers to carry out essential updating, maintenance and repairs of the FAR Online Library.

5.5 Affinitext reserves the right to add to or withdraw, or otherwise change, the content and features of the FAR Online Library without notice.

5.6 The FAR Online Library may include links to third party web sites ("Third Party Site(s)") from time to time. The Users acknowledge and agree that Affinitext shall not be responsible for the availability of such Third Party Sites and will not be responsible or liable for any content or services available from such Third Party Sites. Users should check the applicable privacy statements and terms and conditions of use for such Third Party Sites.

6. Login and Password

6.1 Affinitext shall provide each Authorized User with individual login and password information required to access the FAR Online Library.

6.2 Each Authorized User shall keep its login and password information relating to their access to the FAR Online Library secret at all times and not disclose such login and password information to any other person.

6.3 If the Authorized User's login and/or password information is lost, stolen or inoperative, the Authorized User shall inform Affinitext immediately, and Affinitext will issue new login and/or password information to the Authorized User within a reasonable period.

6.4 The Authorized User shall take reasonable steps to ensure that no party other than the Authorized Users accesses the FAR Online Library using the Authorized User's login and password information.

 

7. Charges

7.1 There are no subscription or other charges for a User during or arising out of a free trial.

7.2 A User shall pay Affinitext the agreed annual subscription charges on the Commencement Date of an annual subscription.

7.3 Thereafter, the subscription will automatically renew (at the then current annual subscription rate) on each anniversary of the Commencement Date unless the User advises Affinitext in writing pursuant to Clause 9.2 that it wishes to terminate its subscription.

8. Term

This Agreement and the licence granted pursuant to Clause 4 shall come into force on the date upon which access was granted to the User and shall continue in force until it is terminated pursuant to Clause 9 ("Term").

9. Termination

9.1 Affinitext may terminate a free trial at any time.

9.2 Either party may terminate this Agreement on giving the other party fourteen (14) days written notice prior to any anniversary of the Commencement Date and such notice will be effective on that anniversary.

9.3 Affinitext may immediately terminate this Agreement in the event that the annual subscription charges are not paid on the anniversary of the Commencement Date.

9.4 Affinitext may immediately terminate this Agreement in the event of the Users being in Default.

9.5 Upon termination of this Agreement:

9.5.1 all rights granted to the Users in respect of the FAR Online Library and its contents shall immediately terminate;

9.5.2 the End User shall, and shall procure that the Authorized Users shall, immediately cease use of the FAR Online Library and its contents; and

9.5.3 the End User shall, and shall procure that the Authorized Users shall, immediately and permanently remove or delete all copies of the contents of the FAR Online Library in its possession, custody or control, whether electronic or otherwise.

10. Warranty & Liability

10.1 The FAR Online Library is provided "as is" and Affinitext gives no assurance or warranty that it or any of its contents are accurate, complete, up-to-date, correct or error-free. Affinitext makes or gives no warranties, representations, conditions or other terms of any kind (whether implied, express or statutory) in connection with the FAR Online Library and/or any of its contents.

10.2 Affinitext gives no assurance or warranty that the FAR Online Library and/or its contents (or any part thereof) are free from any viruses, worms, trojan horses or other malicious, destructive or corrupting code, agent, programme or macros.

10.3 Affinitext makes no representations or warranties regarding the accuracy, functionality or performance of any third party software or systems used in connection with the FAR Online Library.

10.4 The Users shall assume full and sole responsibility for the use of the FAR Online Library and its contents. To the maximum extent permitted by law, Affinitext shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:

10.4.1 any errors or omissions or for any technical difficulties Users may experience with the FAR Online Library and/or its contents;

10.4.2 the unavailability or interruption to the provision of the FAR Online Library, any features thereof or any of its contents;

10.4.3 any loss, theft or inoperability of the login and/or password information;

10.4.4 any negligence on the part of Affinitext or its employees, sub-contractors, agents or representatives in connection with the performance of Affinitext's obligations under these Terms of Use.

10.5 Any liability owed by Affinitext to the User for breach of any condition or warranty implied under any law which cannot be lawfully modified or excluded by these Terms of Use shall, to the extent permitted by law, be limited to payment of the annual subscription charges for the year in which the breach occurred. Such liability shall in any event not exceed the amount of the User's actual direct damages.

10.6 Affinitext shall not be liable to any person for any indirect or consequential loss, damage costs or expenses, including loss of revenue, profits, contracts, anticipated savings, wasted expenditure, data or goodwill.

10.7 Nothing in the Agreement is intended to operate as an exclusion or limitation of liability that would not be permissible pursuant to applicable law.

11. Notices

11.1 Except as otherwise provided herein, all notices and other communications from Affinitext to the User under these Terms of Use shall be by electronic mail or displayed electronically in the FAR Online Library. Notices to the End User shall be deemed to have been properly given on the date and time sent, if sent via electronic mail; or on the date first made available, if displayed in the FAR Online Library.

11.2 All notices and other communications by the User to Affinitext should be sent to support@faronline.com .

12. Waiver

Failure or neglect by either Party to enforce at any time any part of these Terms of Use shall not be construed nor shall be deemed to be a waiver of that Party's rights hereunder nor in any way affect the validity of the whole or any part of these Terms of Use nor prejudice that Party's rights to take subsequent action.

13. Severability

13.1 If any Clause of these Terms of Use is or becomes illegal, invalid or unenforceable in any respect:

13.1.1 it shall not affect or impair the legality, validity or enforceability of any other Clause of these Terms of Use; and

13.1.2 the parties will use reasonable endeavors to negotiate in good faith with a view to replacing it with a valid and enforceable clause which achieves to the greatest extent possible the same effect as would have been achieved by the illegal, invalid or unenforceable clause but differing from the replaced Clause as little as possible.

13.2 If any illegal, invalid or unenforceable provision would be legal, valid or enforceable if some part of it were deleted, such provision shall apply with the minimum modification(s) necessary to make it legal, valid or enforceable.

14. Assignment and Novation

14.1 The Users shall not assign, novate or deal in any way with all or any part of the benefit of, or its rights or benefits under, this Agreement without the prior written consent of Affinitext.

14.2 Affinitext may, by notice to the Users, assign the benefit of this Agreement or transfer the benefit and burden of this Agreement by way of novation as a whole to a third party and the Users hereby consents to any such assignment or novation.

14.3 Any purported assignment or transfer or other dealing which does not comply with the terms of this clause 14 shall, as between the parties to this Agreement, be null and void.

15. Entire Agreement

15.1 This Agreement constitutes the entire agreement and understanding between the parties in respect of its subject matter and supersedes all former warranties, statements, representations, understandings, undertakings and agreements (in each case whether written or oral) made by or between the parties relating to such subject matter.

15.2 The parties have not relied upon, and will have no remedy in respect of, any warranty, statement, representation, understanding or undertaking made by any party (whether or not that party is a party to this Agreement) unless it is expressly set out in this Agreement.

16. Governing Law

This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.


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