This agreement is between MyGov, LLC, an Oklahoma corporation (MyGov), and the user
agreeing to these terms (User).
SOFTWARE-AS-A-SERVICE
This agreement provides User access to and usage of an Internet based software service (Service).
USE OF SERVICE
1) User Responsibilities
User (i) must keep its passwords secure and confidential; (ii) is solely responsible for User data
and all activity in its account in the Service; (iii) must use commercially reasonable efforts to
prevent unauthorized access to its account, and notify MyGov promptly of any such unauthorized
access; and (iv) may use the Service only in accordance with the Service’s Online Help Desk and
applicable law.
DISCLAIMER
MYGOV DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE MYGOV TAKES REASONABLE
PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, MYGOV DOES NOT GUARANTEE
THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR
FREE, AND USE MAY BE INTERRUPTED.
MUTUAL CONFIDENTIALITY
1) Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party
(Discloser) to the other party (Recipient), whether orally or in
writing, that is designated as confidential or that reasonably should be understood to be
confidential given the nature of the information and the circumstances of disclosure (Confidential
Information). MyGov’s Confidential Information includes without limitation the Service
(including without limitation the Service user interface design and layout, and pricing
information).
2) Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own
confidential information (but in no event less than reasonable care) not to disclose or use any
Confidential Information of the Discloser for any purpose outside the scope of this agreement. The
Recipient must make commercially reasonable efforts to limit access to Confidential Information of
Discloser to those of its employees and contractors who need such access for purposes consistent
with this agreement and who have signed confidentiality agreements with Recipient no less
restrictive than the confidentiality terms of this agreement.
3) Exclusions
Confidential Information excludes information that: (i) is or becomes generally known to the public
without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its
disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is
received from a third party without breach of any obligation owed to Discloser, or (iv) was
independently developed by the Recipient without use or access to the Confidential Information. The
Recipient may disclose Confidential Information to the extent required by law or court order, but
will provide Discloser with advance notice to seek a protective order.
MYGOV PROPERTY
1) Reservation of Rights
The software, workflow processes, user interface, designs, know-how, and other technologies provided
by MyGov as part of the Service are the proprietary property of MyGov and its licensors, and all
right, title and interest in and to such items, including all associated intellectual property
rights, remain only with MyGov. Customer may not remove or modify any proprietary marking or
restrictive legends in the Service. MyGov reserves all rights unless expressly granted in this
agreement.
2) Restrictions
Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider
capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails,
libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit
material in violation of third-party rights; (iii) interfere with or disrupt the integrity or
performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related
systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a
competitive service or product, or copy any feature, function or graphic for competitive purposes.
TERM AND TERMINATION
1) Term
This agreement continues until all orders have terminated.
2) Destroy MyGov Property Upon Termination
Upon termination of this agreement for any reason, User must destroy all property of MyGov. Upon
MyGov’s request, User will confirm in writing its compliance with this destruction requirement.
LIABILITY LIMIT
1) EXCLUSION OF INDIRECT DAMAGES
MyGov is not liable for any indirect, special, incidental or consequential damages arising
out of or related to this agreement (including, without limitation, costs of delay; loss of
data, records or information; and lost profits), even if it knows of the possibility of such
damage or loss.
2) TOTAL LIMIT ON LIABILITY
MyGov’s total liability arising out of or related to this agreement (whether in contract,
tort or otherwise) does not exceed $100 U.S. dollars.
GOVERNING LAW AND FORUM
This agreement is governed by the laws of the State of Oklahoma (without regard to conflicts of law
principles) for any dispute between the parties or relating in any way to the subject matter of this
agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts
for Pontotoc County, Oklahoma, and Customer submits to this personal jurisdiction and venue. Nothing
in this agreement prevents either party from seeking injunctive relief in a court of competent
jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and
costs from the other party.
OTHER TERMS
1) Entire Agreement and Changes
This agreement and the order constitute the entire agreement between the parties and supersede any
prior or contemporaneous negotiations or agreements, whether oral or written, related to this
subject matter. Customer is not relying on any representation concerning this subject matter, oral
or written, not included in this agreement. No representation, promise or inducement not included in
this agreement is binding. No modification of this agreement is effective unless both parties sign
it, and no
waiver is effective unless the party waiving the right signs a waiver in writing.
2) No Assignment
Neither party may assign or transfer this agreement or an order to a third party, except that this
agreement with all orders may be assigned, without the consent of the other party, as part of a
merger, or sale of substantially all the assets, of a party.
3) Independent Contractors
The parties are independent contractors with respect to each other.
4) Enforceability and Force Majeure
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except
for the payment of monies, neither party is liable for events beyond its reasonable control,
including, without limitation force majeure events.
5) Money Damages Insufficient
Any breach by a party of this agreement or violation of the other party’s intellectual property
rights could cause irreparable injury or harm to the other party. The other party may seek a court
order to stop any breach or avoid any future breach.
6) Survival of Terms
Any terms that by their nature survive termination of this agreement, for a party to assert its
rights and receive the protections of this agreement, will survive.
