Government Engagements (TOA)
Terms of Access and Controlled Disclosure
1. Acceptance and Scope
These Terms of Access and Controlled Disclosure (“Terms”) govern access to and use of the SuperGov, Inc. (“SuperGov”) Government Engagement Portal (the “Portal”).
By accessing, viewing, or using the Portal or any materials made available therein, you (“Recipient”) acknowledge and agree to be bound by these Terms.
If you do not agree, you are not authorized to access the Portal.
2. Purpose and Permitted Use
All materials, information, systems, and content made available through the Portal (collectively, “Confidential Information”) are provided solely for the limited purpose of:
• Evaluation
• Informational review
• Preliminary, non-binding discussions
regarding potential engagement with SuperGov and its affiliated technologies, including SuperFile and SuperSecure.
Recipient shall not use Confidential Information for any other purpose.
3. Ownership and Reservation of Rights
All Confidential Information, including all underlying systems, technologies, and intellectual property relating to SuperFile and SuperSecure, is and shall remain the exclusive property of SuperGov and/or its affiliated entities.
No rights are granted to Recipient, including:
• No intellectual property rights
• No license, express or implied
• No rights by implication, estoppel, or otherwise
• No “Government Purpose Rights” or equivalent data rights
Any rights, if granted, must be set forth in a separate written agreement executed by SuperGov.
All rights are expressly reserved.
4. Confidentiality and Duty to Protect
Recipient acknowledges that the Confidential Information constitutes proprietary, trade secret, and commercially sensitive information.
Recipient agrees to:
• Maintain the confidentiality of all Confidential Information
• Use at least the same degree of care as it uses for its own sensitive information, and in no event less than reasonable care
• Restrict access strictly to personnel with a need to know for the permitted purpose
Recipient shall implement reasonable administrative, technical, and physical safeguards to prevent unauthorized use, access, or disclosure.
5. Controlled Disclosure and Access Restrictions
Recipient shall not disclose, distribute, or make available any Confidential Information to any third party, including:
• Other agencies
• Contractors or support personnel
• Advisors, consultants, or partners
without prior written authorization from SuperGov.
Where authorized, additional agreements, acknowledgments, or flow-down obligations may be required prior to any disclosure.
6. Non-Use and Restrictions on Derivative Activity
Recipient shall not, directly or indirectly:
• Reverse engineer, decompile, or disassemble any Confidential Information
• Derive or attempt to derive underlying systems, methods, or architectures
• Reproduce, copy, or extract Confidential Information beyond what is strictly necessary for evaluation
• Develop, assist in developing, or enable competing or derivative systems
• Use Confidential Information to inform specifications, solicitations, or third-party development efforts
7. No Authority or Representation
Nothing in these Terms grants Recipient any authority to:
• Represent SuperGov or its affiliated technologies
• Act on behalf of SuperGov
• Bind or obligate SuperGov in any manner
All interactions and discussions remain non-binding unless expressly agreed in writing by SuperGov.
8. Government-Specific Acknowledgments
To the extent applicable:
• Confidential Information shall be treated as confidential commercial information
• Recipient acknowledges applicable legal protections relating to trade secrets and confidential business information
• Recipient agrees to provide prompt notice of any request, demand, or requirement that may result in disclosure
Recipient shall cooperate in good faith to support confidential treatment of such information.
9. No Commitment or Obligation
Nothing in these Terms or the Portal:
• Constitutes an offer, agreement, or commitment
• Creates any obligation to proceed with any transaction
• Establishes any partnership, agency, or joint venture
All engagement remains exploratory unless formally executed.
10. No Compensation or Claims
Recipient acknowledges that no compensation, commission, fee, or other consideration shall arise from:
• Access to the Portal
• Review of Confidential Information
• Discussions or introductions
unless expressly agreed in a separate written agreement executed by SuperGov.
11. Monitoring, Access Control, and Revocation
SuperGov reserves the right, at its sole discretion, to:
• Restrict, suspend, or terminate access to the Portal at any time
• Monitor access and usage
• Require additional verification, authorization, or agreement
Access may be revoked without notice.
12. Return, Destruction, and Cessation of Use
Upon request by SuperGov, Recipient shall:
• Immediately cease use of all Confidential Information
• Return or destroy all copies in its possession or control
• Confirm such destruction upon request
13. Remedies
Recipient acknowledges that unauthorized use or disclosure may cause irreparable harm.
SuperGov reserves the right to seek:
• Injunctive or equitable relief
• All other remedies available under applicable law
14. Legal Applicability and Limitations
These Terms shall apply to the maximum extent permitted by applicable law.
For U.S. government entities, nothing herein shall:
• Waive sovereign immunity
• Expand liability beyond that permitted by law
• Create obligations inconsistent with applicable statutes or regulations
15. Modifications
SuperGov may modify or update these Terms at any time.
Continued access to the Portal constitutes acceptance of the updated Terms.
16. Contact
For inquiries regarding these Terms or access:
Shane Valdez
Chief Executive Officer
SuperGov, Inc.