End User License Agreement

This End User License Agreement (this "Agreement") is a binding contract between GovConvert LLC, a Georgia limited liability company with offices at 7000 Central Parkway Suite 1100, Atlanta, GA 30328 ("Licensor"), and the company or other legal entity that acquires a license to the GovConvert software ("Customer"). By deploying, installing, activating, or using the GovConvert software (the "Software"), or by accepting this Agreement in an order, Customer agrees to it. A person accepting on behalf of an entity represents that they have authority to bind that entity.

1. What GovConvert Is

The Software is a customer-hosted CRM and capture-management application for government contractors. Customer deploys the Software into Customer's own Microsoft Azure subscription (the "Customer Environment"). Licensor does not host the Software and has no standing access to the Customer Environment or to Customer Data. Licensing is bring-your-own-license: Customer purchases a subscription from Licensor at govconvert.us and enters a license key into its own deployment.

2. License Grant

2.1 Subject to this Agreement and payment of fees, Licensor grants Customer a non-exclusive, non-transferable, non-sublicensable right during the license term to install and operate the Software in the Customer Environment for Customer's internal business purposes, and to permit access by Authorized Users up to the number of seats purchased.

2.2 "Authorized Users" are Customer's employees and contractors, and teaming partners granted limited portal access, in each case acting for Customer and bound to terms no less protective than this Agreement. Customer is responsible for their acts and omissions.

2.3 All rights not expressly granted are reserved. This is a license, not a sale.

3. License Keys and Entitlement

3.1 The Software validates entitlement against Licensor's license service. Customer will not circumvent, disable, or tamper with license validation, seat counting, or update verification.

3.2 If a subscription lapses or a renewal payment fails, the Software enters a grace period and then Read-Only Mode. Licensor's remedies for non-payment are limited to those states plus suspension of support and updates. Licensor will never delete, encrypt, withhold, or interfere with Customer Data as a remedy.

3.3 Licensor may revoke license keys immediately on written notice if Customer materially breaches Section 3.1 or Section 6, if Customer's use is fraudulent or unlawful, or if Customer initiates a payment reversal or chargeback for a period in which it retained use without first seeking resolution with Licensor.

4. Customer Data and Customer Responsibilities

4.1 As between the parties, Customer owns all data that Customer and its Authorized Users put into the Software ("Customer Data"). Customer Data resides in the Customer Environment. Licensor does not receive, store, or process Customer Data in the ordinary operation of the Software.

4.2 The Software transmits limited operational data to Licensor's license and update services, such as license key, instance identifier, version, and seat count, to validate entitlement and deliver updates. It does not transmit Customer Data.

4.3 Customer is solely responsible for the Customer Environment, including its Azure subscription, identity and access management, network boundary, encryption keys, backups, retention, disaster recovery, and monitoring. Customer is responsible for maintaining backups of Customer Data.

4.4 Customer is responsible for determining whether its configuration and use meet Customer's own regulatory obligations, including any handling of Controlled Unclassified Information.

5. Updates and Support

5.1 The Software checks for and applies signed application updates published by Licensor. Updates do not modify deployed Azure infrastructure; Customer controls when infrastructure changes are made.

5.2 Licensor supports the current version and the immediately preceding major version. Support is provided by email and online resources during Licensor's normal business hours.

5.3 Features designated preview or early access are provided AS IS, without warranty, support, or service commitment, and may change or be withdrawn.

6. Restrictions

Customer will not, and will not permit any person to: (a) reverse engineer, decompile, or disassemble the Software, except to the extent applicable law prohibits this restriction; (b) rent, lease, lend, sell, sublicense, distribute, or provide the Software as a service to third parties, or operate it for the benefit of anyone other than Customer and its Authorized Users; (c) remove or alter proprietary notices; (d) exceed purchased seats or share user credentials; (e) circumvent technical limits or licensing controls; (f) use the Software to develop a competing product; or (g) publish benchmark or performance results without Licensor's written consent.

7. Fees, Term, and Renewal

7.1 Customer pays the fees stated in its order, on a per-seat basis, billed in advance through Licensor's payment processor. Payment card data is handled by the processor and is not stored by Licensor.

7.2 Subscriptions renew automatically for successive periods equal to the then-current billing period unless canceled through the customer portal before renewal. Customer may add seats at any time; seat reductions take effect per the portal flow.

7.3 For a Customer's initial subscription only, Customer may cancel within thirty (30) days of first purchase for a full refund of fees paid. Otherwise fees are non-refundable except as expressly stated in this Agreement.

7.4 Fees exclude taxes, which are Customer's responsibility other than taxes on Licensor's income. Licensor may change fees effective at Customer's next renewal on at least sixty (60) days' notice.

7.5 Either party may terminate this Agreement for the other's material breach not cured within thirty (30) days of written notice, or immediately upon the other's insolvency or bankruptcy filing not dismissed within sixty (60) days.

8. Retrieval License After Expiration

Upon expiration or cancellation other than a for-cause revocation under Section 3.3, Licensor grants Customer a perpetual, royalty-free, non-transferable license to continue operating the last-installed version of the Software in Read-Only Mode, solely to retain, access, search, report on, and export Customer Data. The Retrieval License carries no updates, support, warranties, or indemnities. Customer may renew at any time to restore full functionality.

9. Ownership and Feedback

Licensor and its licensors own all right, title, and interest in the Software, the documentation, and all related intellectual property, including all improvements. If Customer provides feedback or suggestions, Licensor may use them without restriction or obligation. Third-party open-source components are licensed under their own terms, which control as to those components.

10. Confidentiality

Each party will protect the other's non-public information disclosed in connection with this Agreement using at least reasonable care, use it only for purposes of this Agreement, and disclose it only to personnel and advisors with a need to know who are bound to confidentiality. These obligations do not apply to information that is or becomes public through no fault of the recipient, was independently developed, or was rightfully received from a third party, and do not prevent disclosure required by law where the recipient gives reasonable advance notice if permitted.

11. Warranties and Disclaimers

11.1 Each party represents that it has the legal power and authority to enter into this Agreement.

11.2 Licensor warrants that during the license term the Software, operated on a supported version and in a configuration meeting the documentation's requirements, will perform materially in accordance with the documentation. Customer's exclusive remedy and Licensor's entire liability for breach of this warranty is that Licensor will use commercially reasonable efforts to correct the non-conformity, and if Licensor cannot do so within thirty (30) days after Customer's reasonable detailed notice, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

11.3 Licensor warrants that, at the time of publication and to Licensor's knowledge, released container images of the Software do not contain viruses, malware, or similar malicious code, and that Licensor signs its releases so provenance can be verified before installation.

11.4 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 11, THE SOFTWARE, DOCUMENTATION, UPDATES, LICENSE SERVICE, AND SUPPORT ARE PROVIDED "AS IS," AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WITHOUT LIMITING THE FOREGOING: (a) LICENSOR DOES NOT WARRANT THAT OPERATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE AVAILABILITY, CAPACITY, SECURITY, AND OPERATION OF THE CUSTOMER ENVIRONMENT ARE CUSTOMER'S RESPONSIBILITY; (c) LICENSOR DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL RESULT IN COMPLIANCE WITH, OR CERTIFICATION OR AUTHORIZATION UNDER, ANY LAW, REGULATION, STANDARD, OR FRAMEWORK, INCLUDING NIST SP 800-171 OR CMMC; (d) LICENSOR DOES NOT WARRANT THE AWARD OF, OR SUCCESSFUL PERFORMANCE UNDER, ANY CONTRACT, GRANT, OR OPPORTUNITY; (e) OUTPUT OF AI FEATURES MAY BE INACCURATE OR INCOMPLETE AND MUST BE REVIEWED BY A QUALIFIED HUMAN BEFORE RELIANCE OR SUBMISSION, AND CUSTOMER IS SOLELY RESPONSIBLE FOR CONTENT IT SUBMITS TO ANY THIRD PARTY, INCLUDING COMPLIANCE WITH SOLICITATION AND AGENCY RULES ON AI-GENERATED CONTENT; AND (f) THIRD-PARTY PRODUCTS AND SERVICES, INCLUDING MICROSOFT AZURE, MICROSOFT 365, AND AZURE OPENAI MODELS, ARE GOVERNED SOLELY BY CUSTOMER'S AGREEMENTS WITH THEIR PROVIDERS.

12. Export Control and U.S. Government Terms

12.1 The Software, including its cryptographic functionality, is subject to U.S. export-control laws and sanctions programs. Customer will not export, re-export, transfer, or provide access to the Software in violation of those laws.

12.2 The Software and documentation are "commercial products," "commercial computer software," and "commercial computer software documentation" as defined in FAR 2.101, developed exclusively at private expense. Pursuant to FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, U.S. Government rights in the Software and documentation are only those specified in this Agreement.

12.3 Licensor is a commercial-item licensor and not a subcontractor under Customer's government contracts. No FAR or DFARS clause or other government-contract flowdown applies to Licensor except clauses that apply to commercial-item licensors as a matter of law and clauses Licensor expressly accepts in a signed writing.

13. Indemnification

13.1 Licensor will defend Customer against any third-party claim alleging that the Software as delivered by Licensor, used within the scope of this Agreement, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret, and will indemnify Customer for damages and reasonable attorneys' fees finally awarded or agreed in settlement by Licensor. Licensor may, at its option, procure the right for Customer to continue use, modify or replace the Software so it is non-infringing while remaining materially equivalent, or terminate the affected subscription and refund prepaid, unused fees. Licensor has no obligation for claims arising from modification by anyone other than Licensor, combination with items not provided by Licensor where the claim would not arise but for the combination, use of a superseded version where an available update would have avoided the claim, Customer Data, preview or early-access features, or use outside the scope of this Agreement. This Section states Licensor's entire liability and Customer's exclusive remedy for such claims.

13.2 Customer will defend Licensor against any third-party claim arising from Customer Data, Customer's or its Authorized Users' use of the Software in violation of this Agreement or applicable law, Customer's obligations under its own contracts including government prime contracts and subcontracts, or disputes between Customer and its Authorized Users or partners, and will indemnify Licensor for damages and reasonable attorneys' fees finally awarded or agreed in settlement by Customer.

13.3 The indemnified party must give the indemnifying party prompt written notice of the claim, grant it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle in a way that imposes non-monetary obligations on, or admits fault of, the indemnified party without consent.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES OR CONTRACT AWARDS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF OR DAMAGE TO DATA THAT CUSTOMER WAS RESPONSIBLE FOR BACKING UP, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

14.3 Sections 14.1 and 14.2 do not apply to a party's indemnification obligations under Section 13, Customer's breach of Section 2, 3.1, or 6 or infringement of Licensor's intellectual property, Customer's payment obligations, a party's breach of Section 10, or a party's gross negligence, willful misconduct, or fraud.

14.4 These limits reflect a deliberate allocation of risk consistent with the customer-hosted architecture, under which Licensor never possesses Customer Data and cannot mitigate environment-side risk, and with the fees charged. They apply even if a limited remedy fails of its essential purpose.

15. General Provisions

15.1 Governing law. This Agreement is governed by the laws of the State of Georgia, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Venue. The state and federal courts located in Fulton County, Georgia have exclusive jurisdiction over disputes arising out of or related to this Agreement, and each party consents to that jurisdiction and venue. Either party may seek injunctive relief in any court of competent jurisdiction.

15.3 Notices. Legal notices to Licensor must be in writing to info@govconvert.us and to 7000 Central Parkway Suite 1100, Atlanta, GA 30328. Notices to Customer are sent to the administrative or billing email associated with its account. Operational notices, including release notes, security advisories, and renewal notices, may be given in-product, through the license service, or by email, and are effective when made available.

15.4 Assignment. Neither party may assign this Agreement without the other's written consent, except that either party may assign it in full, on notice, to a successor in a merger, acquisition, or sale of substantially all of its assets.

15.5 Entire agreement. This Agreement, together with Customer's order, is the entire agreement on its subject matter and supersedes all prior or contemporaneous communications. Preprinted terms on a purchase order have no effect.

15.6 Amendment, waiver, severability. Licensor may update this Agreement for new subscription terms on notice; changes do not apply retroactively within a paid-through period. A failure to enforce is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder stays in effect.

15.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

15.8 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, agency, or joint venture.

15.9 Survival. Sections 3.1, 4.1, 6, 8, 9, 10, 11.4, 12, 13, 14, and 15 survive expiration or termination, along with accrued payment obligations.

Questions About This Agreement

Legal notices and questions about these terms go to: