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BOOZ ALLEN COMMERCE PORTAL TERMS OF USE

Booz Allen Commerce Portal
Terms of Use

EFFECTIVE DATE September 2016

Booz Allen Hamilton Inc. (collectively “Booz Allen,” “we,” “us,” or “our”) maintains a Commerce Portal website here (“Site”) to enable You (You” or “Your”) to purchase specific products and services (“Services”) we make available for sale.  By using the Site, You agree that You have read, understand, and agree to these terms of use (“Terms of Use,” “TOUs,” or “Agreement”), which incorporate our Privacy Policy, available here. Please note that certain sections of the Site may have additional or different terms of use or privacy policies applicable to those sections of the Site. Any such additional or different terms will be posted on the applicable section of the Site. If You do not agree to these Terms of Use or the Privacy Policy, please do not use the Site. If You have any questions regarding these Terms of Use, please contact us at webmaster@bah.com.

NOTICE:

THE TERMS AND CONDITIONS OF OUR PRODUCTS AND SERVICES ARE LIMITED TO THOSE CONTAINED HEREIN AS WELL AS ANY ADDITIONAL TERMS OF USE WE PROVIDE FOR OUR SERVICES AT THIS WEBSITE OR OFFLINE. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU ARE REJECTED. BY PURCHASING OUR SERVICES, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS AND ANY SERVICES-SPECIFIC TERMS OF USE. ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS OR SERVICES AND RESULTS THEREOF POSTED AT THIS WEBSITE DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN US AND YOU. THESE TOUS CONSTITUTE A BINDING CONTRACT BETWEEN YOU AND US, AND YOU ACCEPT THESE TOUS BY MAKING A PURCHASE FROM OR PLACING AN ORDER WITH US AT OUR SITE OR OTHERWISE PURCHASING OR REQUESTING PRODUCTS (THE "SERVICES") OR ENGAGING US TO PERFORM OR PROCURE ANY SERVICES (AS THIS AND ALL CAPITALIZED TERMS ARE DEFINED HEREIN). THESE TOUS ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE, EXCEPT THAT THE TOUS POSTED ON THE SITE AT THE TIME YOU PLACE AN ORDER OR SIGN A STATEMENT OF WORK WILL GOVERN THE ORDER IN QUESTION, UNLESS OTHERWISE AGREED IN WRITING BY US AND YOU. YOU CONSENT TO RECEIVING ELECTRONIC RECORDS, WHICH MAY BE PROVIDED VIA A WEB BROWSER OR E-MAIL APPLICATION CONNECTED TO THE INTERNET; INDIVIDUAL CONSUMERS MAY WITHDRAW CONSENT TO RECEIVING ELECTRONIC RECORDS OR HAVE THE RECORD PROVIDED IN NON-ELECTRONIC FORM BY CONTACTING US. IN ADDITION, INTERNET CONNECTIVITY REQUIRES ACCESS SERVICES FROM AN INTERNET ACCESS PROVIDER. CONTACT YOUR LOCAL ACCESS PROVIDER FOR DETAILS. ELECTRONIC SIGNATURES (OR COPIES OF SIGNATURES SENT VIA ELECTRONIC MEANS) ARE THE EQUIVALENT OF WRITTEN AND SIGNED DOCUMENTS. YOU MAY ISSUE A PURCHASE ORDER FOR ADMINISTRATIVE PURPOSES ONLY. ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED IN ANY SUCH PURCHASE ORDER WILL BE NULL AND VOID. NO COURSE OF PRIOR DEALINGS BETWEEN THE PARTIES AND NO USAGE OF TRADE WILL BE RELEVANT TO DETERMINE THE MEANING OF THESE TOUS OR ANY PURCHASE ORDER OR INVOICE, OR ANY DOCUMENT IN ELECTRONIC OR WRITTEN FORM THAT IS SIGNED AND DELIVERED BY EACH OF THE PARTIES FOR THE PERFORMANCE OF SERVICES OTHER THAN THIRD PARTY SERVICES (EACH, A "STATEMENT OF WORK"). THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE MATTERS CONTAINED HEREIN AND SUPERSEDES AND REPLACES IN ITS ENTIRETY ANY AND ALL PRIOR COMMUNICATIONS AND CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL, WRITTEN, ELECTRONIC OR IMPLIED, IF ANY, BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.

SERVICES AND TERMS OF USE

You may order services (collectively, "Services") from us at the Site. Should You execute a Statement of Work to purchase Services at this Site, each Statement of Work hereby incorporates these TOUs and constitutes a separate agreement with respect to the Services performed. Booz Allen, or any of its Affiliates, may execute a Statement of Work. In the event of an addition to or a conflict between any term or condition of the Statement of Work and these TOUs, these TOUs will control, except as expressly amended in the applicable Statement of Work by specific reference to this Agreement. Each such amendment will be applicable only with respect to such Statement of Work and not to future Statements of Work. Changes to the scope of the Services described in a Statement of Work will be made only in a writing executed by authorized representatives of both parties. We will have no obligation to commence work in connection with any such change, unless and until the change is agreed upon in that writing executed by both parties. All such changes to the scope of the Services will be governed by these TOUs and the applicable Statement of Work. Each Statement of Work may be signed in separate counterparts each of which shall be deemed an original and all of which together will be deemed to be one original.

DELIVERY AND LOSS

If You provide us with Your carrier account number or selects a carrier other than a carrier that regularly ships for us, title to Services and risk of loss or damage during shipment pass from us to You upon delivery to the carrier (F.O.B. Origin, freight collect). For all other shipments, title to Products and risk of loss or damage during shipment pass from us to You upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s), and Your rights therein are contained in the license agreement between such licensor(s) and You.

RETURNS

Returns, if any, of Services are specified in the Services-specific Terms of Use or Statement of Work.

WORK PRODUCT:  LIMITED LICENSE

Your sole right to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or materials ("Work Product") will be, upon payment in full, a non-transferable, non-exclusive, royalty-free license to use such Work Products solely for Your internal use. You will have no ownership or other property rights thereto, and You shall have no right to use any such Work Product for any other purpose whatsoever. You acknowledge that we may incorporate intellectual property created by third parties into the Work Product ("Third Party Intellectual Property"). You agree that Your right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties.

YOUR COOPERATION WITH US

In addition to any of Your obligations in a Services-Specific Terms of Use or Statement of Work, You agree to cooperate with Us in connection with performance of the Services by providing: (i) timely responses to our inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably requested by us and necessary or useful, as determined by us, in connection with providing the Services, including, but not limited to, physical and computer access to Your computer systems, and (iii) all Required Consents necessary for us to provide the Services. "Required Consents" means consents or approvals required to give us, our Affiliates, and our subcontractors the right or license to access, use and modify all data and third party products. You acknowledge and agree that the Services are dependent upon the completeness and accuracy of information provided by You and the knowledge and cooperation of the agents, employees or subcontractors ("Personnel") engaged or appointed by You who are selected by You to work with us.
We may perform the Services at Your place of business, at our own facilities or such other locations as the parties deem appropriate. When the Services are performed at Your premises, we will attempt to perform such Services within Your normal business hours unless otherwise jointly agreed to by the parties. You will also provide us access to Your staff and any other resources (and when the Services are provided at another location designated by You, the staff and resources at such location) that we determine are useful or necessary for us to provide the Services. When the Services are provided on Your premises or at another location designated by You, You agree to maintain adequate insurance coverage to protect us and Your premises and to indemnify and hold us and our Affiliates, and our and their agents and employees harmless from any loss, cost, damage or expense (including, but not limited to, attorneys' fees and expenses) arising out of any product liability, death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of our gross negligence or willful misconduct.

PAYMENT

Orders are not binding upon us until accepted by us. You agree to pay the total purchase price for the Services plus shipping (to the extent shipping is not prepaid by You), including shipping charges that are billed to us as a result of using Your carrier account number. Terms of payment are within our sole discretion. In connection with Services being performed pursuant to a Services-specific Terms of Use or Statement of Work, You will pay for the Services in the amounts and in accordance with any payment schedule set forth in the applicable Service-specific Terms of Use or Statement of Work. If no payment schedule is provided, You will pay for the Services as invoiced by us. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by Us. We, or any of our Affiliates may issue an invoice to You. We may invoice You separately for partial shipments, and we may invoice You for all of the Services described in a Services-specific Terms of Use or Statement of Work or any portion thereof. You agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. You will pay for, and will indemnify and hold us and our Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with any Terms of Use, Statement of Work, the Products or the Services. You must claim any exemption from such taxes, fees or charges at the time of purchase and provide us with the necessary supporting documentation. In the event of a payment default, You will be responsible for all of our costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees. In addition, if payments are not received as described above, we reserve the right to suspend Services until payment is received. You hereby grant to us a security interest in the Services to secure payment in full. You authorize us to file a financing statement reflecting such security interest. Except as otherwise specified on an applicable Terms of Use or Statement of Work, You will reimburse us for all reasonable out-of-pocket expenses incurred by us in connection with the performance of the Services, including, but not limited to, travel and living expenses.

PRICE CHANGES AND SERVICES UNAVAILABILITY

We reserve the right to make adjustments to pricing and Services for reasons including, but not limited to, changing market conditions, discontinuation, unavailability, price changes, supplier price changes and errors in advertisements. All orders are subject to Services availability and the availability of Personnel to perform the Services. Therefore, we cannot guarantee that it will be able to fulfill Your orders. If Services are being performed on a time and materials basis, any estimates provided by us are for planning purposes only.

LIMITED WARRANTIES AND DISCLAIMERS

WE AND OUR AFFILIATES HEREBY EXPRESSLY DISCLAIM ALLWARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY MANUFACTURER'S WARRANTY. YOU EXPRESSLY WAIVE ANY CLAIM THAT IT MAY HAVE AGAINST US AND/OR OUR AFFILIATES BASED ON ANY PRODUCT LIABILITY OR INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS (EACH A "CLAIM") WITH RESPECT TO ANY SERVICE AND ALSO WAIVE ANY RIGHT TO INDEMNIFICATION FROM US OR OUR AFFILIATES AGAINST ANY SUCH CLAIM MADE AGAINST YOU BY A THIRD PARTY. YOU ACKNOWLEDGE THAT NO EMPLOYEE OF OURS OR OUR AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF US OR ANY OF ITS AFFILIATES THAT IS NOT IN THIS AGREEMENT.

WE MAKE NO WARRANTIES TO YOU, AND YOU HEREBY ACKNOWLEDGE THAT WE MAKE NO WARRANTIES IN REGARD TO THE APPLICABILITY OF ALL LAWS AND REGULATIONS AFFECTING, WITHOUT LIMITATION THE MANUFACTURE, PERFORMANCE, SALE, PACKAGING AND LABELLING OF THE SERVICES WHICH ARE IN FORCE WITHIN THE YOUR TERRITORY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE MAKES NO REPRESENTATIONS, WARRANTIES OR ASSURANCES THAT THE SERVICES ARE DESIGNED FOR OR SUITABLE FOR USE IN ANY HIGH RISK ENVIRONMENT, INCLUDING BUT NOT LIMITED TO AIRCRAFT OR AUTOMOBILE SAFETY DEVICES OR NAVIGATION, LIFE SUPPORT SYSTEMS OR MEDICAL DEVICES, NUCLEAR FACILITIES, OR WEAPON SYSTEMS, AND YOU AGREE TO INDEMNIFY US IN CONNECTION WITH ANY SUCH USE OF THE PRODUCTS.

WE WARRANT THAT THE SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY WITH RESPECT TO THIS WARRANTY WILL BE, AT THE SOLE OPTION OF US, TO EITHER (A) USE ITS REASONABLE COMMERCIAL EFFORTS TO REPERFORM OR CAUSE TO BE REPERFORMED ANY SERVICES NOT IN SUBSTANTIAL COMPLIANCE WITH THIS WARRANTY OR (B) REFUND AMOUNTS PAID BY YOU RELATED TO THE PORTION OF THE SERVICES NOT IN SUBSTANTIAL COMPLIANCE; PROVIDED, IN EACH CASE, YOU NOTIFY US IN WRITING WITHIN FIVE (5) BUSINESS DAYS AFTER PERFORMANCE OF THE APPLICABLE SERVICES. EXCEPT AS SET FORTH HEREIN, IN ANY SERVICES-SPECIFIC TERMS OF USE, OR IN ANY STATEMENT OF WORK THAT EXPRESSLY AMENDS OUR WARRANTY, AND SUBJECT TO APPLICABLE LAW, WE MAKES NO OTHER, AND EXPRESSLY DISCLAIM ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF BOOZ ALLEN OR OF OUR AFFILIATES IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF US OR ANY OF OUR AFFILIATES THAT IS NOT IN THIS AGREEMENT, TERMS OF USE, OR IN A STATEMENT OF WORK EXPRESSLY AMENDING OUR WARRANTY.

YOU SHALL BE SOLELY RESPONSIBLE FOR DAILY BACK-UP AND OTHER PROTECTION OF ITS DATA AND SOFTWARE AGAINST LOSS, DAMAGE OR CORRUPTION. YOU SHALL BE SOLELY RESPONSIBLE FOR RECONSTRUCTING DATA (INCLUDING BUT NOT LIMITED TO DATA LOCATED ON DISK FILES AND MEMORIES) AND SOFTWARE THAT MAY BE LOST, DAMAGED OR CORRUPTED DURING THE PERFORMANCE OF SERVICES. BOOZ ALLEN, OUR AFFILIATES, AND OUR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND YOU ASSUME ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES.

WE WILL NOT BE RESPONSIBLE FOR AND NO LIABILITY SHALL RESULT TO WE OR ANY OF OUR AFFILIATES FOR ANY DELAYS IN DELIVERY OR IN PERFORMANCE WHICH RESULT FROM ANY CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, SERVICES UNAVAILABILITY, CARRIER DELAYS, DELAYS DUE TO FIRE, SEVERE WEATHER CONDITIONS, FAILURE OF POWER, LABOR PROBLEMS, ACTS OF WAR, TERRORISM, EMBARGO, ACTS OF GOD OR ACTS OR LAWS OF ANY GOVERNMENT OR AGENCY. ANY SHIPPING DATES OR COMPLETION DATES PROVIDED BY US OR ANY PURPORTED DEADLINES CONTAINED IN A TERMS OF SERVICE, STATEMENT OF WORK OR ANY OTHER DOCUMENT ARE ESTIMATES ONLY.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL BOOZ ALLEN, OUR AFFILIATES, OR OUR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF BOOZ ALLEN HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST YOU BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE SERVICES; OR (D) ANY UNAVAILABILITY OF THE SERVICES FOR USE OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE. IN THE EVENT OF ANY LIABILITY INCURRED BY US OR ANY OF OUR AFFILIATES, THE ENTIRE LIABILITY OF BOOZ ALLEN AND OUR AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $50,000.00.

TERMINATION

Either party may terminate performance of a Service, Terms of Use, or a Statement of Work for cause if the other party fails to cure a material default in the time period specified herein. Any material default must be specifically identified in a written notice of termination. After written notice, the notified party will, subject to the provision of warranties herein, have thirty (30) days to remedy its performance except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable of being cured within the time period in which case the defaulting party will not be in breach (except for Your payment obligations) if it used its reasonable efforts to cure the default. In the event of any termination of the Services, Terms of Use, or a Statement of Work, You will pay us for all Services performed and expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable Terms of Use or Statement of Work. In such event You will also pay Us for any out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate except for any right of action occurring prior to termination, payment obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing of Work Product and this survival provision).

DISPUTES:  ARBITRATION

Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Services, the interpretation or application of this Agreement or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Booz Allen or any of our Affiliates' advertising or marketing (collectively, a "Claim") WILL BE RESOLVED, UPON THE ELECTION OF US, YOU OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither Booz Allen nor You will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM. Notwithstanding any choice of law provision included in these TOUs, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in McLean, Virginia. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ALL MATTERS PERTAINING TO THE COLLECTION OF AMOUNTS DUE TO US ARISING OUT OF THE SERVICES WILL BE EXCLUSIVELY LITIGATED IN COURT RATHER THAN THROUGH ARBITRATION.

EXPORTS

You expressly acknowledge and agree that You will not export, re-export, or provide Services to any entity or person within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. You also expressly acknowledge and agree that You will not export, re-export, or provide such items to entities and persons that are ineligible under United States law to receive such items, including but not limited to, any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or on the United States Commerce Department’s Denied Persons List, Entity List, or Unverified List. In addition, manufacturers' warranties for exported Services may vary or may be null and void for Products exported outside the United States.

USE OF INFORMATION YOU PROVIDE TO US

We are free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication You may send to us ("Feedback"), including responses to questionnaires or through postings to website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to You for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving our Services. In addition, You agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law.

EMAIL COMMUNICATIONS

When You purchase Services from us, You agree to receive transaction-related emails.  If You subscribe to receive other email communications from us, we may send You email communications to alert You to other products and services, company news, or other company information. If at any time You would like to stop receiving these email communications, You can follow the opt-out procedures described in such email.

CONFIDENTIAL INFORMATION

Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party, the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement and any Statement of Work. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including but not limited to the terms and conditions of each Statement of Work. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable.
Each party agrees to hold the other party's Confidential Information confidential for a period of five (5) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind but to use no less than a reasonable degree of care. Disclosures of the other party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement, the applicable Terms of Use, or Statement of Work and need to know such Confidential Information for purposes of providing or receiving the Products or Services or otherwise in connection with this Agreement or the applicable Statement of Work, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees not to use any Confidential Information of the other party for any purpose other than the business purposes contemplated by this Agreement and the applicable Statement of Work. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party.
If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information of the other party, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.

SECURITY

We follow generally accepted industry standards to protect the information we collect. That said, no data security measures are 100% secure. Therefore, while we implement reasonable physical, technical, and administrative measures to protect the information we collect, we cannot guarantee its absolute security.

USER OBLIGATIONS

Materials on the Site. Unless otherwise indicated, the Site and the material on the Site, including but not limited to all text, HTML code, graphics, button images, and the site design and "look and feel," are owned or licensed by us and are protected pursuant to U.S. and foreign copyright, trademark, and other laws. No intellectual property or other rights in or to this Site or its contents are transferred to You. This Site and the material on this Site may not be modified, copied, distributed, republished, downloaded, uploaded, or commercially exploited in any manner without our prior written consent, except that You are permitted to download a copy of any of the materials on this Site on a single computer for personal, noncommercial use, provided no copyright, trademark or other proprietary notices are removed. The use of these or any other service marks or trademarks on the Site is prohibited without express written permission from us and/or the owner of any such service mark or trademark.

Third-Party Linking. Unless expressly permitted, You may not create a link to this Site. Our Site may contain links to other websites, including various social media websites. We do not regularly review materials on websites linked to from this Site and do not necessarily endorse the materials appearing on any websites linked to from this Site. We assume no responsibility for the content or the policies and practices of such other websites. We encourage You to be aware when You leave our Site and to read the privacy policies of any other website that You visit.

CHOICE OF LAW AND MISCELLANEOUS

These TOUs shall be governed by the laws of the Commonwealth of Virginia without regard to its conflicts of law rules. We may assign or subcontract all or any portion of its rights or obligations with respect to the sale or performance of Services or assign the right to receive payments, without Your consent. You may not assign these TOUs, or any of its rights or obligations herein without the prior written consent of us. Subject to the restrictions in assignment contained herein, these TOUs will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No provision of this Agreement, Terms of Use, or any Statement of Work will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between Booz Allen and You is that of independent contractors and not that of employer/employee, partnership or joint venture. If any term or condition of this Agreement, Terms of Use, or a Statement of Work is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement, Terms of Use, or the applicable Statement of Work. Notices delivered under these TOUs must be given in writing (via certified or overnight mail) and will be effective when received. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.

CONTACT
If You have any questions regarding these Terms of Use, please contact us at:

Booz Allen Hamilton
Attention:  Webmaster for Commerce Portal
8283 Greensboro Drive
McLean, VA 22102

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