Infotech Bid Express Services Agency Service and License Agreement

Updated on Apr 15, 2025

This Software as a Service and License Agreement (the “Agreement”) for the Info Tech Operating, LLC DBA Infotech (“Infotech”), Bid Express Services at bidexpress.com is made and entered between:

Agency

And 

Infotech
A Florida limited liability company,
2970 SW 50th Terrace
Gainesville, FL 32608-5076

DEFINITIONS “Affiliate” means an entity that controls, is controlled by, or is under common control of a party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.

“Agency” means the entity agreeing to the Order Form and/or this Agreement.

“Authorized Users” means the Agency’s employees a) who are authorized by the Agency to access and use the Services under the rights granted to the Agency pursuant to this Agreement; and b) for whom access to the Services has been purchased hereunder.

“Agency Data” means information, data, and other content, in any form or medium, that is collected, downloaded, modified, or otherwise received, directly or indirectly, from Agency or an Authorized User by or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services, including Project Material.  

“Agency Personally Identifiable Data” means personally identifiable information provided by Agency to Infotech that can be used to identify natural persons.

“Bidder” means an entity or employee of an entity submitting an offer to Agency.

“Digital ID” means an Infotech digital signature, which is a special kind of electronic signature that uses mathematical algorithms to ensure that a signature was created by a particular person (authentication) and that the signed file was not modified in any way after it was signed (integrity).  The algorithms rely on public-key encryption.

“Documentation” means any manuals, instructions, or other documents or materials that Infotech provides or makes available to Agency in any form or medium and which describe the functionality, components, features, or requirements of the Services or Infotech Materials, including any aspect of installation, configuration, integration, operations, user, support, or maintenance thereof. 

“Electronic Signature” means data in digital form attached to an electronically transmitted document as verification of the sender’s intent to sign the document.

“Fees” or “Pre-paid Fees” means the amount the Services are offered to Agency by Infotech as stated in the Order Form, including Fees on Renewal Term(s).  All Fees are exclusive of taxes and similar assessments.  

“Infotech Materials” means the Services, Specifications, Documentation, and Infotech Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Infotech in connection with the Services or otherwise compromise or relate to the Services. 

“Infotech Systems” means the information technology infrastructure used by or on behalf of Infotech in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Infotech or through the use of third-party services.  

“Order Form” means the order form document signed by the Agency that is attached to and governed by this Agreement, on which the Agency is identified, and which specifies certain other agreed-upon terms. The Parties may enter into additional Order Forms during the Term, each of which will be subject to this Agreement. 

“Project Material” means information, data, and other content  in any form or medium, that is collected, downloaded, modified or otherwise sourced by Agency related to a specific project or bidding opportunity that Agency uploads into the Services.

“Services” means Infotech’s proprietary Bid Express Services offering, any professional services that are specified in the Order Form, electronic and digital ID services, and any other tools, toolsets, applications, components, artwork, photographs, video or audio content, Documentation, and any Updates to any of the foregoing that may be provided under this Agreement.

“Updates” means bug fixes, patches, or other revisions or modifications of the Services that Infotech provides to the Agency or any Authorized User. 

1. Services

• 1.1 Access and Use: Infotech’s Bid Express services at bidexpress.com are offered as software as a service.  Subject to and conditioned on Agency’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, including payment of Fees, Infotech hereby grants Agency a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.  

• 1.2 Documentation License: Infotech hereby grants to Agency a non-exclusive, non-sublicensable, non-transferable license to use, copy and distribute to Authorized Users the Documentation during the Term solely for Agency’s internal business purposes in connection with its use of the Services, provided that the Documentation is distributed or reproduced in its entirety, including any copyright, patent, trademark, or other notices.  This license also includes the right to refer to and display Infotech trademarks and service marks on Agency’s website and written documentation as needed, provided that sufficient trademark notices are displayed as requested at: Trademarks | Infotech

• 1.3 Service and System Control: Infotech has and will retain sole control over the operation, provision, maintenance, and management of the Services.

• 1.4 Reservation of Rights: Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services whether expressly, by implication, estoppel, or otherwise.  All right, title, and interest in and to the Services, are and shall remain with Infotech.

• 1.5 Territory: All Services, including all processing of all data, by or on behalf of the Agency shall be provided solely from within, and on computers, systems, networks, and other infrastructure in the United States.

2. AGENCY OBLIGATIONS

• 2.1 Agency Authorized User Access Administration: Agency shall determine the number of Authorized Users that will be authorized to access the Services, and shall take all necessary and reasonable steps to prevent unauthorized access and use of the Services, including but not limited to, maintaining the confidentiality of all passwords and accounts and notifying all Authorized Users of their responsibility to ensure that no third parties are able to access the Services.  If Agency learns of any unauthorized access or use of the Services, Agency shall notify Infotech immediately of the unauthorized use or access. Specifically, Agency shall not, and shall not authorize or permit any Authorized User to:

  1. Rent, loan, or license rights to access and/or use the Services except as specifically provided herein;
  2. Copy, modify, disassemble, decompile, or reverse engineer software included as part of the Services;
  3. Modify, disable, circumvent, avoid, bypass, remove, deactivate, impair, or otherwise interfere with features of the Services that enforce license restrictions or limit or report technical or statistical information regarding the Services or its use to Infotech;
  4. Share identification or password codes with person other than Named Users, or permit Agency’s account to be accessed by individuals who are not Named Users;
  5. Access, use, or permit a third party to access or use the Services for purposes of competitive analysis, including the development, provision or use of a competing software or service or for any other purpose that may be to Infotech’s detriment or commercial disadvantage;
  6. Use the Services in any way not expressly provided for in this Agreement;
  7. Use the Services in a manner that infringes the intellectual property, privacy, or other rights of third parties;
  8. Remove any title, trademark, copyright, or restricted rights notices or labels from the Services;
  9. Interferes with or disrupts the integrity or performance of the Services; or
  10. Expose Infotech to any malware, including viruses, worms, or any other malicious computer programming codes that may damage Infotech or third-party systems or data.

• 2.2 Bid Responsiveness Determination: Agency shall be the sole and exclusive authority for all decisions concerning substantive and procedural determinations concerning the sufficiency of all bids submitted to the Agency via use of the Services. 

• 2.3 Competing Services: Agency shall not use the Services for the procurement or acquisition of any services which compete with Infotech Services, without Infotech’s prior written consent.

• 2.4 Fees. Agency shall pay Infotech all Fees specified in the applicable Order Form upon receipt of an invoice. In addition to any other available remedies, Infotech shall be entitled to discontinue provision of the Services until all overdue amounts are paid in full. Except as expressly provided in this Agreement, all payments to Infotech are nonrefundable and noncancellable. Agency shall reimburse Infotech for Infotech’s costs incurred in attempting to collect any late payments, including reasonable attorneys’ Fees. The Fees stated in the Order Form are exclusive of any federal, state or other governmental taxes, duties, Fees, excises, or tariffs (“Taxes”) now or hereafter imposed on the Services. Unless Agency provides Infotech with a valid exemption certificate, Agency shall be responsible for, and if necessary shall reimburse Infotech for all such Taxes on any amounts payable by Agency hereunder, except for taxes imposed on Infotech’s net income. If Infotech has the legal obligation to pay or collect Taxes for which Agency is responsible, Infotech will add such Taxes to the amount invoiced to Agency. 

• 2.5. Management of the Number of Solicitations Pre-paid by Agency:  Agency shall be the sole and exclusive party responsible for managing the number of solicitations allowed for in the applicable Order Form.  Infotech may review the Agency’s account at any time and if the Agency has exceeded the number of solicitations allowed for in the applicable Order Form, Agency shall pay Infotech’s standard rates for such overages at the time of invoicing and payable within the time frame set forth in the applicable invoice. 

• 2.6 Digital ID or Electronic Signature: Agency shall be the sole and exclusive party responsible for determining whether it will accept Electronic Signatures or will require Digital IDs from its Bidders and shall notify Infotech.  Exhibit A governs an Agency’s election to use Electronic Signatures to sign submitted bids.  

3. INFOTECH OBLIGATIONS

• 3.1 Services: Infotech shall provide an online site available to Agency and bidders on which Agency may post procurement information, bid requirements, project notices, and letting results. Upon a Bidder’s registration and payment of all applicable Fees, if any, Infotech shall provide the Bidder with an account for the Services, which will allow the Bidder to view solicitations posted by one or more agencies. For Bidders with certain subscriptions and registered Infotech Digital IDs, Infotech shall provide a secure service with which the Bidder can submit an electronic bid upon a selected project.  The bid shall be stored in a secure format until the bid acceptance date and time designated by the Agency and shall not be accessed by Infotech.  The Services does not in any way screen bids or responses. At Agency’s designated bid acceptance date and time, Infotech shall determine the acceptance of any new bids or changes to existing bids, and shall release the accepted bids for retrieval by Agency, in the format specified by Agency.  

• 3.2 SERVICE LEVEL All Infotech Services’ levels are located at Service Levels | Infotech

4. TERM AND TERMINATION

Term

• 4.1 Initial Term: The initial term of this Agreement commences as of the Agency’s order form date and, unless terminated earlier pursuant to Section 4 below, will continue in effect for one year.

• 4.2 Renewal Term(s): This Agreement will automatically renew unless earlier terminated pursuant to 4.4 or 4.5 or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

• 4.3 Fees for Renewal Terms: Infotech may increase Fees, but no more than once annually, for any Term after the Initial Term, by providing written notice to Agency at least thirty (30) calendar days prior to the commencement of such Renewal Term. 

TERMINATION

• 4.4 For Convenience by Either Party: Either party may terminate this Agreement for convenience at any time by providing ninety days’ prior written notice to the other party at any time thereafter.

• 4.5 For Cause: Either party will have the right to terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay Fees or if the number of solicitations pre-paid by the Agency have been exhausted, Agency shall cure within five (5) days of breach; (ii) the other party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary petition in bankruptcy or otherwise becomes the subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.   

• 4.6 Effect of Termination: Upon the effective date of termination or expiration of this Agreement: 

  • (i) Infotech will immediately cease providing the Services; however, Agency shall have thirty (30) days to access and remove all Agency Data; (ii) any and all payment obligations of Agency under this Agreement will become due immediately; except that, if Infotech terminates this Agreement for any reason other than Cause, user shall be refunded pre-paid Fees pro-rata calculated on the basis of number of solicitations purchased vs. the number of solicitations posted by Agency;
  • (iii) within sixty (60) days, each party will return all Confidential Information of the other party in its possession at the time of expiration or termination and will not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement; this includes Agency’s obligation to remove all Documentation from Agency websites.

5. RELATIONSHIP OF PARTIES.

The relationship between Infotech and Agency is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.   

6. NO THIRD PARTY BENEFICIARIES.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person, business, agency, or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

7. CONFIDENTIAL INFORMATION

• 7.1 Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party’s business, plans, technology, and products, (“Confidential Information”).  Confidential Information will include, but not be limited to, each party’s proprietary software and Agency information protected from release by Agency state law.  Each party agrees that it will not use in any way, for its own account of the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by applicable open records law or to that party’s attorneys, accountants and other advisors as reasonably required), and any of the other party’s Confidential Information and will take all reasonable precautions to protect the confidentiality of such information.

• 7.2 Exceptions. Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly accessible or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party. Notice prior to Disclosure. In the event a request is made for Infotech’s Confidential Information under any open records or freedom of information law applicable to Agency, Agency will promptly notify Infotech and permit Infotech to oppose the release of the Confidential Information under applicable laws.  Infotech acknowledges and agrees that it will have no longer than 72 hours from the date of any such request was received by Agency to exercise its rights under this provision, regardless of when Infotech was notified.  

8. OWNERSHIP, PROPRIETARY RIGHTS/INTELLECTUAL PROPERTY

• 8.1 Agency acknowledges and agrees that the Services and all intellectual property rights therein (including without limitation, copyrights, patents, trade secrets, trademarks, moral rights and other intellectual property rights, in and to the Services, and all modifications, changes, enhancements, or additions thereto (whether initiated by the Agency or otherwise), and all intellectual property rights relating to the provision of any supporting services are owned or licensed by Infotech. Except for any access rights or license granted hereunder, nothing in this Agreement gives Agency any right, title or interest in, or to any of the Services. All proprietary rights in the Services including any aggregate usage data, traffic patterns, and Aggregate Content (as defined below) collected by Infotech in connection with use of the Services will be the sole and exclusive property of Infotech. Infotech retains the royalty-free right to use any suggestions, ideas, feedback, or other recommendations provided by Agency or Authorized Users relating to the Services. 

• 8.2 Agency represents and warrants that it has all necessary rights in the Agency Data to grant Infotech the right to use, and Agency hereby grants to Infotech a non-exclusive, worldwide, royalty-free, transferable, and fully paid license to use, modify and distribute the Agency Data as necessary for Infotech to provide and enhance the Services. All rights in and to the Agency Data not expressly granted to Infotech in this Agreement are reserved by Agency. Agency acknowledges and agrees that the Agency Data may be shared with third parties as necessary to provide and enhance the Services. 

• 8.3 Infotech will process Agency Data as needed to provide the Services. Agency represents and warrants that Agency shall only provide to Infotech the minimum amount of Agency Personally Identifiable Information, the extent of which is determined and controlled by Agency in its sole discretion, for each Authorized User, to enable the Authorized User to enjoy the benefit of this Agreement. Agency represents and warrants that Agency is entitled to transfer relevant Agency Data to Infotech so that Infotech may lawfully use, process and transfer the Agency Data in accordance with this Agreement on Agency’s behalf and Agency shall ensure the same. Infotech shall process the Agency Data only in accordance with the terms of this Agreement and any written instructions given by Agency. Agency acknowledges and agrees that the Agency Data may be shared with third parties as necessary to provide and enhance the Services. Infotech will not be liable for any claim brought by an Authorized User arising from any action or omission by Infotech, to the extent that such action or omission resulted from Agency’s instructions. 

• 8.4 Agency acknowledges and agrees that Infotech may obtain and aggregate Agency Data and/or anonymized Agency Data with respect to Agency or Authorized Users (“Aggregate Content”), and Infotech may utilize the Aggregate Content to analyze, improve, support, and operate the Services, and any other software or services provided by Infotech, during and after the term of this Agreement. Agency acknowledges that Aggregate Content is not Agency Data or Project Material. 

9. Limited Warranty

Infotech warrants that the Services will perform in substantial compliance with the Documentation under normal circumstances and when used in accordance with this Agreement and the Documentation. Any services provided hereunder will be performed in a professional manner and in accordance with prevailing industry standards. This warranty is limited to a period of 90 days from the date of the original purchase. If Agency reports a significant defect in performance in writing within 90 days of purchase, Infotech, at its sole option, will attempt to correct or circumvent the defect or to authorize a refund of the price paid for the Services. A significant defect is one that either prevents Agency from completing a critical business function or prevents completion of the implementation or updating of the Services.

Disclaimer; Liability and Exclusions. The Services are provided “as-is” and Agency’s use is at Agency’s own risk.  Except and unless expressly stated elsewhere, Infotech does not make and hereby disclaims, any and all express and/or implied warranties or representations with respect to the Services or Documentation, including the warranties of merchantability, fitness for a particular purpose, title and non-infringement and title, and any warranties arising from a course of dealing, usage, or trade purpose. Infotech does not warrant that operation of the Services will be uninterrupted or error-free and shall not be liable for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, direct, incidental, punitive, indirect or consequential damages, loss of data, or interruption or loss of use of service or Agency’s business.  These limitations will apply whether a claim arises under contract, tort, or any other theory of liability. Where any such disclaimers of warranties or limitations on liability are not allowed, Infotech’s liability will be limited to the greatest extent permitted by law. The limitations set forth in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The parties acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth herein form an essential part of of the Agreement, reflect an allocation of risk between the parties, and that absent these disclaimers, exclusions and limitations of liability, the terms of this Agreement would be significantly different. 

Cap on Monetary Liability.  In any event Infotech’s total maximum liability, arising out of or in any way connected to this Agreement will not exceed the amount paid to Infotech by Agency during the 12 month period immediately preceding such a claim. 

Infotech expressly disclaims all liability for any harm or damages caused by any third-party networking or hosting providers. 

10. EXPORT CONTROL.

This Agreement is subject to all applicable export restrictions. Agency and Authorized Users must comply with all export and import laws and regulations of any United States or foreign jurisdiction or authority relating to the Services and its use. 

11. U.S. GOVERNMENT RIGHTS.

The Services and Documentation comprise “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the U.S. Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227.7202-1 and 22.7202-3. The rights of the U.S. Government to use the Services, Documentation, and any technical data furnished in connection with this Agreement are solely as provided in this Agreement. No additional rights are provided to the U.S. Government unless set forth in a separate written addendum. 

12. MARKETING.

Agency agrees that Infotech may refer to Agency by name, and may briefly describe Agency’s business, in Infotech’s marketing materials and website. Agency hereby grants Infotech a license to use any Agency trade names and trademarks solely in connection with the rights granted to Infotech pursuant to this section. Agency hereby grants Infotech the right to contact Agency and Authorized Users in connection with their use of the Services, or to market or sell related products and services.

13. FORCE MAJURE.

Neither party will be responsible or liable for any failure or delay in its performance under this Agreement (except for payment of fees) to the extent due to any cause beyond its reasonable control (“Force Majeure Event”). The Party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such force Majeure Event. 

14. ASSIGNMENT.

Each party shall not assign this Agreement, in whole or in part, or any right or interest herein, without the other party’s prior written consent, not to be unreasonably withheld. However, Infotech may assign this Agreement without consent to any Affiliate, or in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 

15. VENUE AND JURISDICTION; WAIVER.

This Agreement shall be governed by and construed in accordance with the laws of the Agency except that body of law controlling conflicts of law.  Any dispute relating to the terms, interpretation or performance of this Agreement (other than claims for preliminary injunctive relief or other prejudgment remedies) may be, but is not required to be, resolved at the request of either party through mediation.  Mediation will be conducted in the Agency state either in Agency state’s capitol city or in the city where Agency is headquartered, at Agency’s request.  The parties agree to request a single mediator possessing knowledge of online services agreements; however, the mediation will proceed even if such a person is unavailable.  In the event mediation fails, any lawsuit must be brought in the county in which the capital city of Agency state is situated.  In the event any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.  The waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

16. AMENDMENTS.

This Agreement may only be amended in writing which has been executed by both parties.  No term in any Purchase Order or other business form shall modify, waive or amend any provision of this Agreement.

17. SURVIVAL OF CERTAIN PROVISIONS.

All obligations and restrictions of the parties relating to the access, licensing, protection of intellectual property, Limitations of Liability, Fees, and Confidential Information shall survive the termination of this Agreement and remain enforceable by either party.  

18. ENTIRE AGREEMENT; COUNTERPARTS.

This Agreement, including Exhibits and all applicable Order Forms, constitutes the complete and exclusive agreement between the parties with respect to the subject matter of the Agreement and supersedes and replaces any and all other prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding the subject matter.  This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit A: Agency Elects to Use Electronic Signatures to Sign Submitted Bids

Agency may elect to require Bidders to sign submitted bids with electronic signatures, not Infotech Digital IDs, on certain agency-selected solicitations.  When an agency so elects, the following terms and conditions apply.

For certain Agency-selected solicitations and for Bidders with certain subscriptions, Infotech shall provide a service with which the Bidder can submit an electronic bid signed with an Electronic Signature upon a selected project.  The bid shall be stored in a secure format until the bid acceptance date and time date and time designated by Agency.  Bidders may only submit bids which, as verified by the Services verification process, adhere to Agency’s requirements for form and format, and which contain all information required by Agency in Agency’s instructions to Bidders.

Agency acknowledges that Bidders signing with electronic signatures have not completed the identity verification procedures Infotech follows for issuing Infotech Digital IDs and that signing a submitted bid with an Electronic Signature does not include the Infotech Digital ID encryption technology.  

Agency shall be the sole and exclusive authority for all decisions concerning the substantive and procedural determinations concerning the sufficiency of all bids submitted to Agency via the use of electronic signatures signing and submitting a bid through the Services.