This Terms of Service Agreement governs the use of the Civicom software, websites, Services, and technology.

This Terms of Service Agreement (“Agreement”) governs the use of the Company (“Civicom”) websites, mobile apps, content materials, website designs, products, technologies owned or leased, and business processes, including all programs, related documentation, and updates (collectively, “Services”). “Client” refers to any person or entity which accesses or uses our Services.

1. Agreement. This page states the terms and conditions under which Client may use the Services. If Client does not wish to be bound by this agreement, Client may not access or use the Services. We may modify this Agreement at any time, and such modification shall be effective 30 days after either posting of the modified Terms or notice to Client. The Client agrees to review this Agreement periodically to ensure that Client is aware of any modifications. The Client’s continued access or use of the Services after the modifications have become effective shall be deemed conclusive acceptance of the modified Terms. We agree to notify our registered users of modifications we regard as material by electronic mail sent to the email address Client provide us during signup. Client’s entry into this Agreement constitutes agreement to that manner of notification.
2. Delivery of Services. Civicom shall provide its services, or other related services (collectively “Services”) to Client during the Term of their Agreement, subject to the terms and conditions set forth therein. Services shall be delivered according to project specifications and through provisioned access to Civicom platforms as appropriate. If Client requests any additional services, Civicom will perform any such additional services at the rates agreed upon by both parties, after receiving written approval from Client to begin additional services work. Any agreed upon additions or changes will be documented in writing in an amendment to this Agreement or applicable Statement of Work (SOW) that is signed by both parties (“New Services”).  New Services will be performed pursuant to the terms of this Agreement and the applicable SOW.  Fees for any New Services must be agreed upon in writing and signed by both parties.  For the purposes of this Agreement, e-mail confirmation shall constitute written and signed agreement. For the remainder of this Agreement, the term “Services” shall include any New Services agreed upon by the parties in accordance with this paragraph.
3. Relationship of Parties. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
4. Client’s E-Mail Address. Client also agree to maintain an electronic mail address and some form of Internet access throughout the term of this Agreement and to notify us of any change to that electronic mail address so that we know how to reach the Client. 
5. Intellectual Property Rights. Our websites, apps, and account designs, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) other than User Generated Content as defined below, are owned by the Company, its licensors, or other providers of content, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to these Terms of Service and our policies, we grant Client a limited, non-exclusive, non-transferable, and revocable license to use our Services.

Except as otherwise permitted herein, Client must not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell, or otherwise make use of any of our websites, apps, and account designs, except if we provide desktop, mobile or other applications for download, Client may download a single copy to Client computer or mobile device, provided Client agree to be bound by our end user license agreements for such applications.

If Client uses or provides any other person with access to any part of our Services in breach of the Terms of Service, Client right to use the Service will cease immediately. No right, title, or interest in or to our websites, account designs, apps or content or any Services is transferred to Client, and all rights not expressly granted are reserved by the Company. Any use of the foregoing not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

6. Use of the Services. Client acknowledges that its rights to use the Services are non-exclusive.  Client shall make no representations or warranties on behalf of Civicom regarding the Services or any other products or services offered by Civicom. Client shall ensure awareness of its end users of the Civicom Terms of Service and any relevant confidentiality obligations.

7. Confidential Information. “Confidential Information” means any information disclosed by either party to the other party under this Agreement, either directly or indirectly, in writing, orally, by electronic transmission, or by inspection of tangible objects (including, without limitation, documents, software, facilities, equipment and operating plans, and any information which, given the nature of the information disclosed and the circumstances surrounding its disclosure, a reasonable party would consider confidential or proprietary.). Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already rightfully in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

8. Non-use and Non-disclosure. Each party agrees not to use any Confidential Information of the other party except as expressly permitted in this Agreement or as expressly authorized, where e-mail confirmation shall be accepted as sufficient. Each party agrees not to disclose any Confidential Information of the other party, to third parties or to such third party’s employees. Any subcontractors shall be subject to the same or equivalent confidentiality terms and engaged in accordance with the terms in paragraph 13.4. 
9. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information but in no circumstances less than reasonable care. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with it consistent with this Section, prior to any disclosure of Confidential Information to such officers, employees, consultants and legal advisors. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

10. Data Security. All data, documents, employee and payroll information, and other materials provided by or on behalf of Client to Civicom, or acquired or learned by Civicom from Client’s files or documents or employees, representatives, suppliers, agents or customers (collectively, “Client Data”) which is received, computed, developed, used, collected or stored pursuant to this Agreement shall be the exclusive property of Client.  Civicom may access such data solely as necessary to perform its obligations under this Agreement.  Civicom shall not prevent Client from accessing Client Data or withhold or restrict access to Client Data (in whatever format) for any reason and under any circumstances.  Absent Client’s prior written consent, Client Data shall not be (i) used, disclosed, monitored, analyzed, individualized, anonymized, aggregated, stored, copied or otherwise provided to third parties by Civicom or Civicom’s Personnel, or (ii) sold, assigned, or leased by Civicom or Civicom’s Personnel, or (iii) commercially exploited in any form by or on behalf of Civicom or Civicom’s Personnel.  Civicom shall at all times comply with all of Client’s data retention, with exception for any copies of data in archive form as part of Civicom’s disaster recovery processes. Such archive data will remain encrypted and Civicom agrees that data in archive form will not be used beyond this stated purpose or disclosed to any third party, use and privacy standards and all laws applicable to Civicom relating to Civicom’s access to Client Data (including any personally identifiable data), and shall use appropriate physical, administrative and technical safeguards to prevent unauthorized access, use and disclosure of Client Data. Notwithstanding the foregoing, execution of this Agreement shall constitute prior written consent for transfer to Civicom office locations and subprocessor server locations. Civicom shall ensure that any service providers or subprocessors permitted hereunder abide by the same restrictions contained in the foregoing sentence.

11. Subcontracting. Civicom shall not subcontract any portion of the Services without first obtaining Client’s prior written consent.  Civicom shall remain responsible for obligations, services and functions performed by subcontractors and for compliance with this Agreement to the same extent as if these obligations, services and functions were performed by or the requirements applicable to Civicom’s employees.   Civicom shall be Client’s sole point of contact in connection with all Services.  Nothing in this Section is intended to relieve or otherwise diminish Civicom’s liability or indemnification obligations under this Agreement, and for purposes of determining Civicom’s liability for damages incurred by Client under this Agreement, any work performed by a subcontractor shall be deemed work performed by Civicom.  Civicom shall promptly pay for all services, materials, equipment and labor used by Civicom or Civicom Personnel in providing the Services and Civicom shall keep premises and assets of Client and its agents free of all encumbrances claimed by or on behalf of a subcontractor for or relating to services subcontracted by Civicom or relating to its subcontracting relationship with Civicom. 

Upon request, Civicom shall provide Client with a current list of the names and contact information of any Subcontractors (Subcontractor List).  Civicom shall provide sixty (60) days’ prior notice by email to Client of any addition of a new Subcontractor to the Subcontractor List.

If Client objects in writing to Civicom’s proposed use of a new Subcontractor, Civicom will use reasonable efforts to refrain from permitting such proposed Subcontractor to Process Client Data without adversely impacting the Services or Client.  If Civicom determines that it cannot avoid such an adverse impact despite such reasonable efforts, Civicom shall notify Client of such determination.  Upon receipt of such notice, Client may terminate all or any part of the Agreement without penalty or liability (other than for fees due and owing to Civicom for Services performed prior to such termination) effective immediately upon written notice of such termination to Civicom.  Civicom shall refund Client any prepaid fees for the period following the effective date of termination.

12. Trademark. The Company name (“Civicom”), all related names, logos, product and service names, designs, and slogans that are registrations and/or trademarks of the Company or its affiliates or licensors, and all of its other related product and service names cannot be used without the prior written permission of the Company.
13. License. THE CONTENTS OF OUR WEBSITES AND APPS, INCLUDING THEIR “LOOK AND FEEL” (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND BUTTON ICONS), EDITORIAL CONTENT, NOTICES, SOFTWARE (INCLUDING HTML-BASED COMPUTER PROGRAMS) AND OTHER MATERIAL, ARE PROTECTED UNDER UNITED STATES AND FOREIGN COPYRIGHT, TRADEMARK, AND OTHER LAWS. These contents belong to or are licensed to Civicom. We hereby grant Client the right to view and use our websites subject to this Agreement. The only exception is any document for which we have provided a link to for Client to download. Client may not sublicense or charge others to use our software or Services without our written consent. We occasionally may provide automatic or voluntary upgrades to improve Client usage experience. Any such upgrades are provided pursuant to these same conditions.
14. User Generated Content Standards. The content standards set out below (the “User Generated Content Standards”) apply to any and all User Generated Content and use of our Services.

User Generated Content (UGC) is the term used to describe any form of content such as video, blogs, discussion form posts, digital images, audio files, music, software, designs, typefaces, graphics, HTML, and any other forms of media that was created by consumers or end-users of an online system or service and is publicly available to others consumers and end-users.
Client represent and warrant that:

• Client own or have a right to use and post the User Generated Content on the Services app.
• All of Client User Generated Content does and will comply with these Terms of Service.
• Client understand and acknowledge that Client are responsible for any User Generated Content Client submit or contribute, and Client, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
• We are not responsible, or liable to any third party, for the content or accuracy of any User Generated Content submitted by Client or any other user of the Services app. Except as expressly indicated otherwise, we are not promoters or sponsors or otherwise affiliated with the providers of any goods or services that may be contained in any User Generated Content.
• User Generated Content must in its entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Generated Content must not:
• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote inappropriate sexually explicit or pornographic material, or violence, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. (Certain marketing research studies that are based on products or demographic groups that have agreed to participate in studies for the research sponsor to gain insights into human experience may deal with certain of these topics, excluding sexually explicit or pornographic material or violence, subject to a set of specific research study parameters.)
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person or entity.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Impersonate any person, or misrepresent Client identity or affiliation with any person or organization.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
• When Client upload, submit, store, send or receive content to or through our Services, it will be encrypted. Client information will be kept private in accordance with our Privacy Policy.

15. Use of the Apps: Client grant us the right to edit and use all User Generated Content necessary for completing Client task. Upon task completion, all User Generated Content received shall be archived for an unspecified amount of time and potentially be removed from our servers without notice. Client or Client licensors have exclusive ownership of Client User Generated Content.

Should Client task require specialized support or additional talent, we will work with our designated panel of outsourced consultants. Client will be informed when a task needs the expertise of an external consultant.

The placement or presence of Client User Generated Content on data storage systems owned by the Company, or in our control, is not intended to, and does not constitute, a transfer of title or ownership in User Generated Content. We will store User Generated Content solely on servers or data storage devices physically present in the United States of America, unless Client otherwise agree in writing. While we have the right to edit User Generated Content, we will do so only as is reasonably necessary for completing Client task such that Client retain all property rights to User Generated Content provided and, after receiving payment, ownership of the completed task. We are not responsible for backing up files and User Generated Content received by Client.

16. Privacy. We respect Client’s personal privacy. Please see our Privacy Policy on this website for the details of our commitment. We are obligated to notify Client annually of our Privacy Policy. By entering into this Agreement, Client agree that our posting of the policy with its most recent revision date on our website suffices for purposes of such notice.
17. Fees. Our fee schedule is as set forth in our project estimates, estimate updates, statements of work, detailed project summaries, or invoices we send to Client, or in the rates, fees or billing pages of Civicom. These documents or pages set forth the fees Client will incur through use of the Services. In addition, Client are responsible for all Services incurred, purchases made, applicable taxes, plus USF charges and fees incurred for phone calls and audio conferences.
18. Billing and Payment Policy. The Company may collect Client or Client company’s credit card number and/or other payment information submitted to us for billing. Client authorize us to charge the applicable account for use of the Services. We will not share Client billing information with parties outside of our or Client billing process, unless Client account is in default and becomes eligible to be handled by a collection agency. Our payment terms are 30 days from day of invoice, unless otherwise specified in a written agreement between us and Client. We have the right to impose a late payment fee of our choosing on any outstanding payment after the due date.
19. Links To Other Sites. Our website may contain links to websites operated by other parties. We do not control such websites, and we are not responsible for the content and performance of these sites or for Client transactions with them. Links to such websites does not imply any endorsement of the material on such websites or any association with their operators. Civicom does not in any way operate, control or endorse any information, products or services provided by third parties through the Internet. Client participation, correspondence, or business dealings with any third party found on or through any of our Apps or other Services, regarding the payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Client and such third party. Client agree that we shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.
20. Links To Our Site. Client may link to pages within our Services, provided Client do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but Client must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. We reserve the right to disallow any such link at any time in our sole discretion. Our Services may provide certain social media features that enable Client to: Network Integrity. In order to protect the integrity of the Civicom network, Civicom may, without liability, temporarily block any access to Civicom proprietary platforms. Civicom agrees to use commercially reasonable efforts to promptly notify Client after blockage has occurred.

• Link from Client own or certain third-party websites to certain content on the Services.
• Send e-mails or other communications with certain content, or links to certain content, through the Services.
• Cause limited portions of content within the Services to be displayed or appear to be displayed on Client own or certain third-party websites.
• Client may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, Client must not:
  • Cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Otherwise take any action with respect to the materials within the Services that are inconsistent with any other provision of these Terms of Service.
  • Client agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion.

21. Compliance. Civicom shall, and shall ensure that its employees, subcontractors, Civicom representatives and agents (collectively, “Civicom Personnel”) shall, comply with applicable Civicom safety and security policies, and complete any required training.  If Civicom becomes aware of any actual or threatened breach of Client Data, Civicom shall notify Client within forty-eight (48) hours and fully cooperate to secure Client Data.  Civicom will not transfer Client Data across a country border or to an offshore location unless Civicom obtains Client’s express prior written consent. Execution of this Agreement shall constitute prior written consent for transfer to Civicom office locations and subprocessor server locations.

To the extent that Civicom processes personal data within scope of the European Union General Data Protection Regulation (“GDPR”) on behalf of Client, then the parties shall execute the EU Standard Contractual Clauses for the Transfers of Personal Data to Processors Established in Third Countries, as amended from time to time (the “EU Standard Contractual Clauses”) 

Civicom represents and warrants that it shall only process personal information for the purpose of providing Services to Client and it shall not sell to a third party any personal information, as such terms are described or defined in the California Consumer Privacy Act (“CCPA”), it receives directly or indirectly from or behalf of Client or that it otherwise receives pursuant to this Agreement or in any way related to the Services.  Civicom certifies that it understands and will comply with these restrictions in its capacity as Service Provider as defined in the CCPA.  

22. Warranty Disclaimer. Our Service are provided ‘as is’ and ‘as available.’ Civicom disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the Services and any products contained on or made available through the Services.
23. Waiver, Release and Limitation of Liability. Client AGREE THAT NEITHER Civicom, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, SHALL HAVE ANY LIABILITY TO Client UNDER ANY THEORY OF LIABILITY OR INDEMNITY ARISING OUT OF OR RELATING TO USE OF THE SERVICES. Client HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS Client MAY HAVE AGAINST Civicom, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF Civicom, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) FOR ANY AND ALL DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES Client SUSTAIN ARISING OUT OF OR RELATING TO USE OF THE SYSTEM, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, LOSS OF DATA OR PROGRAMS, LOST PROFITS, BUSINESS INTERRUPTION, INDEMNIFICATION OF THIRD PARTIES, AND THE LIKE, EVEN IF Civicom IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE OUT OF CONTRACT OR TORT.
24. Survivability of Limitation of Liability. Notwithstanding the foregoing paragraph, because some jurisdictions do not allow the exclusion or limitation of liability to the full extent described above, these limitations may not apply to Client. If this limitation of liability or exclusion of warranty is held to be invalid or unenforceable for any reason, the maximum collective liability of Civicom, its officers, directors, employees, and agents, if any, for losses or damages shall be limited to the fullest extent permitted by law and, if so permitted, not to exceed five hundred United States dollars (U.S. $500.00). All other damages, direct or indirect, special, incidental, consequential or punitive arising out of or relating to use of the Services are hereby excluded even if Civicom, its officers, directors, employees, or agents have been advised of the possibility of such damages.
25. Disclaimer of Liability for Service Interruption. Civicom expressly disclaims any warranty that the Services or Client use of the internet or the telecommunications system in connection with these Services will be free of interruption or that the Services are free of viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. Neither Civicom, nor any of its affiliates, directors, officers, employees, agents, or any third-party vendors will be liable or have any responsibility of any kind for any loss or damage that Client incur in the event of any failure or interruption of the Services, or resulting from the act or omission of any other party involved in making the Services or the data contained therein available to Client, or from any other cause relating to Client access to or Client inability to access or use the Services, whether or not the circumstances giving rise to such cause may have been within the control of Civicom or of any vendor providing software or Services support.
26. Indemnification. Client agree to indemnify, defend and hold harmless Civicom, its officers, directors, employees, and agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or relating to any violation of this Agreement or any activity related to use of the Services by Client or any other person accessing the Services using Client account.
27. Third Party Rights. The provisions of paragraphs 11, 12, 13, 14, and 15 apply for the benefit of Civicom and its officers, directors, employees, and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against Client on its own behalf.
28. Client Representations. Our Services are not intended for or targeted at children under 13, and we do not knowingly or intentionally collect information about children under 13. If Client are under the age of 13, the written consent of the legal parent or guardian is required to participate in use of the Service.
29. Miscellaneous. Client agree that no employment exists between Client and Civicom as a result of this Agreement or Client use of the Services. Civicom may assign its rights and duties under this Agreement to any party at any time without notice to Client. Any cause of action or claim Client may have with respect to Civicom must be commenced within one (1) year after the claim or cause of action arises. Civicom’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
30. Account Security. If Client choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, Client must treat such information as confidential, and Client must not disclose it to any other person or entity. Client also acknowledge that Client account is personal to Client and agree not to provide any other person with access to it or portions of it using Client user name, password, or other security information.Client access the internet at Client own risk. Client agree to notify us immediately of any unauthorized access to or use of Client user name or password or any other breach of security. Client also agree to ensure that Client log off from Client account at the end of each session. Client should use particular caution when accessing Client account from a public or shared computer so that others are not able to view or record Client password or other personal information.
31. Prohibited Uses. Client may use our Services only for lawful purposes and in accordance with these Terms of Service. Fraudulently procuring or misusing telephone service or the Internet can be a federal and state crime. Client agree not to use our Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set forth in these Terms of Service.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use of our Services, or which, as determined by us, may harm the Company or our users or expose them to liability.
• Client are responsible for Client use of the Services and for any use of the Services on Client account. Additionally, Client agree not to:
  • Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
  • Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material available through the Services. Client may not engage in any ‘hacking’ activity with our Services.
  • Use any manual process to monitor or copy any service materials or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Services.
  • Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the servers on which the Services are stored, or any server, computer or database connected to the Services.
  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Services.

32. Monitoring and Enforcement; Termination. The Company reserves the right, at its sole discretion, to suspend or terminate Client ability to use or access the Services at any time without notice to Client.

We have the right to:

• Disable any user name, password or other identifier, whether chosen by Client or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, Client have violated any provision of these Terms of Service.
• Remove or refuse to respond to any User Generated Content or query for any or no reason in our sole discretion.
• Take any action with respect to any User Generated Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Generated Content violates the Terms of Service.
• Infringes any intellectual property right or other right of any person or entity.
• Threatens the personal safety of users of the Services or the public or could create liability for the Company.
• Disclose Client identity or other information about Client to any third party who claims, pursuant to and in accordance with a statutory legal process, that material posted by Client violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• Terminate or suspend Client access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. Client WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICES PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not and cannot review all material before it is submitted to our Services. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

33. Reliance on Information Submitted. We do not warrant the accuracy, completeness, or usefulness of any information presented on or through the Services, including our responses to queries submitted by Client to our Service. Any reliance Client place on such information is strictly at Client own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by Client or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services may include content provided by third parties, including materials provided by other users, clients and customers, as well as third-party licensors, syndicates, agents, brokers, partners, and/or reporting Services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to Client or any third party, for the content or accuracy of any materials provided by any third parties.

34. Software Licenses. Client shall have no rights to any proprietary software and related documentation, or any enhancements or modifications thereto, provided to Client in order to access or use the features of the Services. Client may not sublicense, assign, or transfer any licenses granted by the Company, and any attempt at such sublicense, assignment, or transfer shall be null and void. Client may not copy, distribute, modify, reverse engineer, or create derivative works from any of our proprietary software.
35. Insurance. Civicom shall obtain and maintain insurance coverages attached hereto and incorporated herein. 
36. Non-Hire, Non-Solicitation. Both parties agree that during the term and for a period of three (3) years thereafter, neither party will solicit or hire employees of the other party involved with the services, systems or products provided under the Agreement without the written consent of the President, Chairman, CEO, COO, or similar senior executive officer of such other party.
37. Governing Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its provisions relating to conflicts of law. Client agree that any legal action or proceeding between Civicom and Client for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a state or federal court sitting in, or with jurisdiction over, Fairfield County, Connecticut, United States of America. In light of the nature of this Agreement, Client understand and agree that money damages may be insufficient to rectify breach and that consequently; Civicom will be entitled to seek preliminary and equitable relief upon a breach of the Agreement by Client.

Client and we agree that any dispute, claim or controversy coming out of and or in relation to these Terms of Service or the breach, termination, or enforcement of these Terms of Service will be settled by first contacting us for informal resolution within a period of thirty (30) days. Such contact and informal negotiation shall start upon our receiving written notice. Client address for notices of informal negotiation is Client billing address as well as contact by the email provided in making Client account. Civicom’s address for such notices is dataprotection[at]civi.com, address PO Box #4689, Greenwich, CT 06831. If Client and Civicom have not been able to resolve the dispute within 30 days of such contact, Client may contact our U.S.-based third party dispute resolution provider (free of charge) at https://thedma.org/resources/consumer-resources/privacyshield-consumers/. Client UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT Client AND Civicom ARE EACH WAIVING ClientR RIGHT TO SUE IN COURT OR TRIAL BY JURY IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. All information regarding the Arbitration Rules and Procedures are available at the DMA website www.thedma.org. Client arbitration fees and compensation will be governed by these rules and arbitration will take place within New York, New York.

38. Entire Agreement. This Agreement, including the Privacy Policy, serves as the primary understanding between Client and Civicom, to be read alongside any other valid agreements between the parties. It may only be modified by a written document signed by both parties. Neither conduct nor trade practices shall modify its terms unless agreed upon in writing.
39. Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.
40. Force Majeure. Except for Client’s obligation to pay Civicom, neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, restraints of government, freight or other embargoes, weather conditions.
41. Interpretation.  Language of this TOS and of each provision will in all circumstances be construed as a whole, according to its fair meaning, not strictly for or against either party, and without regard to the identity or status of the person who drafted it.  Words used in this TOS, regardless of the number and gender specifically used, will be construed to include any other number, singular or plural, and any gender as the context requires.  Any reference to a “person” will include an individual, firm, corporation, company, partnership, trust, governmental authority, association, unincorporated organization or any other entity.  Time is of the essence in this TOS with respect to Civicom’s provision of Services.  In the event of conflict between the terms and conditions set forth in this TOS Agreement and those set forth in the Agreement of a SOW, or the Exhibits attached hereto, the following order of precedence shall apply: (i) the Agreement to the TOS; (ii) the SOW (unless the SOW expressly references a specific provision in this Agreement which is being modified by the SOW); and (iii) the Exhibits. 
42. Complete Understanding. Unless otherwise stated in any other written and fully executed contractual agreement between the parties, these Terms of Service shall govern the relationship between Civicom and Client.

Civicom®, Inc.
PO Box 4689
Greenwich, CT 06831

Last reviewed date: December 2024