TruePoint Solutions and Gray Quarter are now GovPath. Read the full press release here.
Published: October 1, 2023
Please read these Hosted Services Terms (these “Terms”) carefully. These Terms, policies referenced in these Terms, and all Orders (as defined below) issued in hereunder (collectively, the “Agreement”) is between TruePoint Solutions (“TruePoint”) and the entity identified in an Order (“Customer”). The Agreement is effective as of the effective date listed in the first Order and governs Customer’s use of TruePoint’s Hosted Services (as defined below).
CHANGES TO TERMS. TruePoint may make modifications, deletions, and additions to these Terms or any policy referenced in these Terms (“Changes”) from time to time. Changes will be posted here or at the applicable policy site. Customer should regularly check for the most recent version of these Terms and its policies and save the most up-to-date version of these Terms and its policies in Customer’s files. When Changes are made, TruePoint will indicate the effective date of such changes at the top of these Terms or the applicable policy site. If Customer continues to use the Services after the effective date of any Changes, then Customer agrees to the revised terms and conditions. In some instances, TruePoint may notify Customer of a Change, and may request express confirmation of Customer’s consent to a Change. If a Change requires a specific notice pursuant to applicable law, TruePoint will provide Customer with such notice in the manner prescribed by applicable law. It is Customer’s responsibility to regularly review these Terms.
No terms contained in any purchase order or ordering document or other written communication from Customer or its agent will in any way modify the Agreement, any such terms being expressly disclaimed by TruePoint.
Definitions.
“Content” means, in whole or part, the information, documents, software, products and services, including copies, modifications and derivatives of the foregoing, and all related Intellectual Property Rights of the foregoing.
“Customer Data” means any Data provided by Customer to the Hosted Services.
“Data” means any data, information or material as provided or made available by TruePoint or Customer in connection with the Agreement.
“TruePoint Technology” means all TruePoint proprietary technology made available to Customer in providing the Hosted Services, including the software components provided for install on Customer infrastructure, if any.
“Hosted Services” means TruePoint's software services being granted access to under the Agreement for the benefit of Customer. TruePoint may perform certain aspects of the Hosted Services, such as service administration and application management support, as well as other services from locations and through use of subcontractors worldwide.
“Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights and derivatives, as well as other forms of protection of a similar nature.
“Personally Identifiable Information” means any data, information, or material provided by Customer's consumers, patrons, and clients, whether or not they use Hosted Services (collectively, “Customer’s Customers”) to Customer that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
“Quote” or “Order” means that TruePoint-issued document that specifies the TruePoint Technology ordered by Customer and includes information related to pricing and duration of access to the Hosted Services.
“Support Level Agreement” means TruePoint's standard policy for providing Hosted Services that may be found on TruePoint's website at www.grayquarter.com. Any updated Service Level Agreement as posted may be amended from time to time in TruePoint's sole discretion in accordance with the change of terms provision listed above.
License Grant and Restrictions.
TruePoint grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Hosted Services and related TruePoint Technology, solely for its own internal business purposes, subject to the terms and conditions of the Agreement in addition to the extent of authorizations acquired by Customer as specified in the Quote.
Customer agrees not to: (a) license, sublicense, sell, resell, lease, rent, transfer, assign, distribute or otherwise make available to any third party the Hosted Services or any TruePoint Technology; (b) copy, distribute, modify, or make derivative works based upon the Hosted Services or any TruePoint Technology; (c) reverse engineer, decompile, or attempt to obtain the source code or algorithms of any of the Hosted Services or any TruePoint Technology; (d) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the Hosted Services or TruePoint Technology; (e) knowingly send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, or programs to or from the Hosted Services or TruePoint Technology; (f) interfere with or disrupt the integrity or performance of the Hosted Services or TruePoint Technology; (g) attempt to gain unauthorized access to the TruePoint Technology or Hosted Services or its systems or networks; (h) make any attempt to circumvent the technological measures that control access to or use of the Hosted Services or TruePoint Technology; or (i) use the Hosted Services or TruePoint Technology in violation of applicable law.
Unless otherwise agreed by TruePoint, Customer agrees to utilize the Hosted Services and TruePoint Technology only for its internal business purposes and will not act as a contracted service bureau or type of commercial application service provider that allows for third party access to the Hosted Services in exchange for a fee or profit or even on an unpaid basis.
Customer Responsibilities. Customer is responsible for all activity occurring under Customer's use of Hosted Services and will abide by all applicable laws, treaties, and regulations in connection with its use of the Hosted Services. Customer agrees to: (a) be responsible for the use of the Hosted Services in compliance with the Agreement by all to whom Customer has given access; (b) promptly notify TruePoint of any known or suspected unauthorized use of Hosted Services or any other breach of security of the Hosted Services; and (c) cooperate with TruePoint's investigation of outages, technical issues, security problems, unauthorized use of the Hosted Services, or any suspected breach of the Agreement, or any applicable law, court order, rule or regulation, (d) provide sufficient access to the applicable portions of the Accela System used by Customer so that interfacing can occur.
TruePoint Responsibilities. TruePoint agrees to provide Customer access to its Hosted Services and TruePoint Technology during the term and per the terms and conditions of the Agreement. In its sole discretion, TruePoint may make changes to or update the Hosted Services and/or TruePoint Technology, such as infrastructure, security, technical configurations, application features, and the like, to reflect changes in, among other things laws, regulations, rules, technology, industry practices, patterns of system use and availability, and security. TruePoint will make its best efforts to not materially reduce the level of performance, functionality, security, or availability of the Hosted Services during the applicable term under the Agreement. TruePoint will take commercially reasonable steps, or cause such commercially reasonable steps to be taken, designed to prevent security breaches of the Hosted Services.
Availability and Support. Service administration and technical support for the Hosted Services will be set forth in TruePoint's Support Level Agreement.
Use of the Internet. Customer acknowledges and agrees that the internet, and communications over it, may not be absolutely secure and connecting to the internet provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. Data transmitted through the internet or stored on any equipment through which data is transmitted may not remain confidential and TruePoint does not make any representation or warranty regarding the privacy, security, authenticity, or non-corruption or destruction of any such Data. Use of the internet is at Customer's own risk.
Privacy Policy, Customer Data, and Personally Identifiable Information.
TruePoint is concerned with the security of the data it will collect while providing Hosted Services to Customer and will utilize commercially reasonable protocols to prevent unauthorized access to that information. Such protocols include policies, procedures, employee training, physical access and technical essentials relating to data access controls. In addition, TruePoint uses standard security protocols to facilitate the exchange and the transmission of data. TruePoint does not process data in a way that is incompatible with the purposes for which it has been collected or subsequently authorized.
If Customer Data is, or is reasonably believed to have been, acquired by unauthorized person(s), TruePoint will use its best efforts and commercially reasonable procedures to determine the scope of the breach and to ensure or restore the integrity of the Hosted Services. In the event of a breach, if applicable law requires notification, TruePoint will promptly notify Customer of the breach. TruePoint may delay notification if TruePoint or a law enforcement agency determines that the notification will impede a criminal investigation. In such a case, notification will not be provided unless and until TruePoint or the law enforcement agency determines that notification will not compromise the investigation.
TruePoint does not own any Customer Data or Personally Identifiable Information. Customer Data is Customer's proprietary and confidential information and will not be accessed, used, or disclosed by TruePoint except for the limited purpose of: (a) supporting Customer's use of the Hosted Services; (b) improve or enhance the Hosted Services and TruePoint Technology; (c) monitor Customer's use of the Hosted Services; (d) enforcement of the Agreement; and (e) share with any of TruePoint's affiliates, third party service providers and subcontractors who need to know such information in order to provide the Hosted Services to Customer. Customer has sole responsibility for the accuracy, legality, reliability, and intellectual property ownership to use the Customer Data. TruePoint makes no other warranty or representation regarding the security of Customer Data. Furthermore, except as to TruePoint's express obligations set forth in the Agreement, Customer is solely responsible for any damage or losses caused by unauthorized destruction, loss, interception, or alteration of Customer Data by unauthorized persons.
Personally Identifiable Information is Customer’s proprietary and confidential information. Although TruePoint is capable of accommodating the secure access, use, and processing of Personally Identifiable Information, no Personally Identifiable Information will be accessed, used, processed, or disclosed by TruePoint in supporting Customer's use of the Hosted Services. Customer has the sole responsibility for the accuracy, legality, reliability, and protection and fortification and safety of Personally Identifiable Information of Customer's clients. TruePoint makes no other warranty or representation regarding the security of Personally Identifiable Information. Furthermore, except as to TruePoint's express obligations set forth in the Agreement, Customer is solely responsible for any damage or losses caused by unauthorized destruction, loss, interception, or alteration of Personally Identifiable Information by unauthorized persons.
TruePoint reserves the right in its unfettered discretion to modify or change its Privacy Policy to adhere to standards and custom within the industry and as may be required by law. Any posting of an updated Privacy Policy may be found on TruePoint's website (“Privacy Policy”). Any updated Service Level Agreement as posted may be amended from time to time in TruePoint's sole discretion without notice to Customer.
Intellectual Property Ownership.
TruePoint, its licensors or third-party service provider, as appliable, owns all right, title, and interest, in and to the TruePoint Technology, Content, and the Hosted Services, including all Intellectual Property Rights in the foregoing, and all will remain the exclusive property of TruePoint or its licensors or third-party service providers.
This Agreement is not a sale and does not convey any rights of ownership in the TruePoint Technology, Content, or Hosted Services. Customer acknowledges and agrees that any enhancements or modifications to the Hosted Services based upon Customer's requests, recommendations, or other feedback, are and will remain the exclusive property of TruePoint and/or its licensors or third-part service providers. This ownership is protected not only by the laws of the State of California but also by the laws United States and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights, inclusive of trade secrets. From the date of the Agreement, Customer agrees to use reasonable means to protect the TruePoint Technology, Content, and the Hosted Services from unauthorized use, reproduction, distribution, or publication. TruePoint reserves all rights not specifically granted in the Agreement. TruePoint reserves the right to improve or make changes in its offerings of the TruePoint Technology, Content, and the Hosted Services at any time.
Fees, Billing, and Payment.
Fees and Payment. Customer will pay TruePoint all fess specified in the Quote. All fees are payable and due as designated in the Quote; however, if the Quote is silent on the timing of payments, Customer agrees to pay all fees within thirty (30) days from the date of the invoice sent by TruePoint. Unless otherwise stated in the Quote and to the extent permitted by applicable law, once due, all fees are non-cancellable and non-refundable. Customer will pay all fees and reasonable reimbursable expenses in full, without any setoff, recoupment, counterclaim, deduction, or withholding for any reason.
Taxes. Fees on the Quote may not include sales, use, value added or other excise tax. Customer will pay or reimburse TruePoint (the latter if paid by TruePoint for the benefit of Customer) for all such taxes based upon the Agreement or fees payable under the Agreement (except for taxes based upon TruePoint's gross revenues or net income), together with any interest on such taxes that is not due to TruePoint's delay.
Late Charges. In addition to any other remedy available to TruePoint for late payments, Customer will be obligated to pay TruePoint interest for fees and charges not paid within forty five (45) days after the invoice date at the compounded rate of one percent (1%) per month or the maximum allowed by law, whichever is less for each month (or partial month), calculated from the date such payment was due until the date paid. If Customer elects to discontinue the Services and does not pay the outstanding fees and charges in full within ninety (90) days of such election, Customer will continue to be charged interest until the balance is paid in full. Customer will be responsible for any costs, including attorney’s fees, incurred by TruePoint in collecting any past due amounts.
Disputed Charges. Customer may not withhold payment of any invoice based on any dispute other than based on clear error on the face of the invoice, such as a calculation error. Payment by Customer will not preclude Customer from questioning any charges that Customer believes are improper or incorrect, within twenty (20) days after the invoice date. If Customer disputes any charge on a given invoice, Customer will pay all non-disputed charges and document the disputed charges in writing to TruePoint. Customer will notify TruePoint in writing, no later than twenty (2) days after the invoice date, of any questions or issues relating to items billed on an invoice or all fees and charges will stand.
Term and Termination.
Term. TruePoint’s obligations to provide the TruePoint Technology and Hosted Services to Customer under the Agreement will commence on the date the Hosted Services are made available for access to Customer and will continue for the period specified in the Quote unless earlier suspended or terminated in accordance with these Terms.
Renewal. Customer’s access to the Hosted Services and TruePoint Technology will automatically renew at the end of the then-current term for additional one-year periods (12 months in each period) unless either party notifies the other party in writing at least thirty (30) days prior to the renewal date of its intention not to renew. The pricing during any Renewal Term will be the same as that during the prior Term unless TruePoint has given Customer written notice of a pricing increase at least thirty (30) days before the end of such prior Term, in which case the pricing increase will be effective upon Renewal Term. Any such pricing increase will not exceed seven percent (7 percent) of the pricing for the relevant Hosted Services in the immediately prior Term unless the pricing in such prior Term was designated in the relevant Quote as promotional or one-time.
Termination. Customer may terminate the Agreement by notifying TruePoint in writing at least ninety (30) days prior to the expiration of the then-current term which will act to terminate the automatic renewal as noted above. TruePoint reserves the right to terminate the Agreement without cause, effective as of the end of the then-current Term by thirty (30) days advance written notice. Any breach of Customer's payment obligations or unauthorized use of the Hosted Services will be deemed a material breach of the Agreement. TruePoint may terminate the Agreement, Customer account, or Customer's use of the Hosted Services if Customer commits a material breach of the Agreement or otherwise fails to comply with the Agreement, and such breach has not been cured within thirty (30) days after written notice of such breach.
Effect of Termination. Upon any termination or expiration of the Agreement, Customer will remove all TruePoint Technology that is enable within Customer infrastructure, if any.
Representations and Warranties.
By TruePoint. TruePoint represents and warrants that: (a) it will provide the Hosted Services in a manner consistent with general industry standards and as noted in the Support Level Agreement; (b) the Hosted Services will perform substantially in accordance with the provided documentation to Customer, if any; (c) it will use all commercially reasonable efforts to detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or neutralize any such components; (d) it will use leading commercial encryption technology designed to encrypt Customer Data in its possession; and (e) to the best of TruePoint's knowledge, information, and belief, provision by TruePoint and use by Customer of the Hosted Services provided under the Agreement does not infringe upon any intellectual property right of any third party.
By Customer. Customer represents and warrants that: (a) it will be solely responsible with regard to the quality or completeness of any Customer Data; (b) it, at its own expense, will be solely responsible for establishing, operating and maintaining Customer's connection to the internet in order to interface with the Hosted Services, including but not limited to, procuring, configuring, operating and maintaining all computer hardware and software, including communications equipment, databases, electronic systems, networks, and web browsers, and modems and access lines, including Accela Systems, necessary for such connection and interface; and (c) it will use reasonable best efforts to ensure compliance with the above restrictions, noted in paragraph 2, and all other paragraphs of the Agreement.
Indemnification.
Customer will indemnify, defend and hold TruePoint, and each of TruePoint's affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees, arising out of or in connection with: (a) a claim by a third party alleging that access to or use of the Customer Data infringes the Intellectual Property Rights or violates any rights of confidentiality of a third party; provided that, in any such case, TruePoint: (i) promptly gives Customer written notice of the claim; (ii) gives Customer sole control of the defense and settlement of the claim; and (iii) provides Customer all available information and assistance; and (b) a breach of security or unauthorized use of the Hosted Services which may or may not result in unauthorized third party access to Customer Data or Personally Identifiable Information.
TruePoint will indemnify, defend and hold Customer and Customer affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees, arising out of or in connection with: (a) a claim by a third party alleging that the Hosted Services or any TruePoint Technology directly infringes an Intellectual Property Right of a third party; provided that Customer: (i) promptly give written notice of the claim to TruePoint; (ii) give TruePoint sole control of the defense and settlement of the claim; and (iii) provide TruePoint all available information and assistance.
Disclaimer. THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE AGREEMENT ARE TRUEPOINT'S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, TRUEPOINT DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OF THE SUBSCRIPTION SERVICES OR TRUEPOINT TECHNOLOGY, AND ANY WARRANTY WITH RESPECT TO THE SECURITY OF THE SUBSCRIPTION SERVICES OR THAT CUSTOMER DATA OR PERSONALLY IDENTIFIABLE INFORMATION WILL NOT BE DESTROYED, LOST, INTERCEPTED, OR ALTERED BY UNAUTHORIZED PERSONS. TRUEPOINT DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO CUSTOMER DATA.
Limitations of Liability.
TRUEPOINT’S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. TRUEPOINT WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM CUSTOMER'S USE OF THE SUBSCRIPTION SERVICES. THIS LIMITATION OF LIABILITY INCLUDES CUSTOMER’S AFFILIATES AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, TRUEPOINT WILL NOT BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL DAMAGES AND TRUEPOINT WILL HAVE NO LIABILITY WHATSOEVER RESULTING FROM ANY LEGAL CLAIMS AGAINST CUSTOMER. IN NO EVENT SHALL TRUEPOINT BE LIABLE TO CUSTOMER OR ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR LOSS OR DAMAGE ARISING OUT OF THE AGREEMENT, LOST PROFITS, OR SIMILAR ECONOMIC LOSS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR PUNATIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION INCLUDING BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY WHETHER IN CONTRACT, TORT OR OTHERWISE, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF, OR ANY FAILURE OR DELAY IN PROVIDING THE SERVICES, HOWEVER CAUSED, EVEN IF TRUEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General.
Governing Law, Jurisdiction and Venue. The Agreement and any related actions will be governed by laws of the state of California, without regard to the choice or conflicts of law provisions of any jurisdiction. All disputes, claims, or actions (whether in contract, tort, or other legal theory) arising under, out of, or in any way connected with the Agreement will be subject to the exclusive jurisdiction of the state and federal courts s located in the Northern District of California and Customer waives any objection to jurisdiction and venue in such courts. Customer consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether based on the doctrine of forum non conveniens or otherwise.
Assignment. Customer may not assign its rights or obligations under the Agreement without the prior written consent of TruePoint; however, the Agreement may be assigned without TruePoint’s consent to Customer’s (a) parent or subsidiary; (b) acquirer of its assets or equity or (c) successor by merger. Any purported assignment in violation of this section will be void.
Force Majeure. If TruePoint fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes, except financial, beyond TruePoint’s reasonable control, then TruePoint’s performance will be excused for a period equal to the period of the cause for failure to perform as long as TruePoint gives Customer notice within thirty (30) calendar days after the event causing the failure. the Agreement
Severability. If any provision of the Agreement is declared or found to be prohibited, unenforceable or void, TruePoint will either issue a substitute provision that is valid, binding, and enforceable that is as nearly as possible consistent with the intentions underlying the original provision or strike the original provision. If the remainder of the Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder will be enforced to the extent permitted by law.
Entire Agreement. The Agreement compromises the entire agreement between Customer and TruePoint and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, regarding the subject matter hereof.
Notice. TruePoint may give notice by means of publishing Changes as described above or by sending an electronic mail to Customer's e-mail address on record. It is Customer’s responsibility to keep its email address up to date for any notices that TruePoint may send to time to time. Any notice to be given by Customer will be deemed to have been duly given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed to TruePoint Solutions, 3262 Penryn Rd, Suite 100-B, Loomis, CA 95650.
Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between Customer and TruePoint because of the Agreement.
Waiver. No delay or failure by TruePoint to exercise any right or power under the Agreement will constitute a waiver of that right. A waiver by TruePoint or breach of any of the covenants, conditions, or agreements to be performed by Customer will not be construed to be a waiver of any succeeding breach or of any other covenant, condition, or agreement. No change, waiver, or discharge will be valid unless in writing and signed by TruePoint.
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