In response to the COVID-19 ("Coronavirus") outbreak, CivicPlus is providing all current CivicPlus clients that do not currently have CivicReady access to CivicReady. This decision was reached to allow for more effective communication with local communities during this time.
CivicReady Terms of Service
BY ACCESSING AND USING THE CIVICREADY SERVICE, THE CLIENT USER (REFERRED TO AS “CLIENT” OR “YOU”) AGREES TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF CIVICPLUS’S ONLINE SERVICE CIVICREADY (THE “SERVICE”). IF YOU ARE USING AND ACCESSING THE SERVICE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT USE THE SERVICE.
As part of the Service, CivicPlus will provide you with access and use of the Service. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials incorporated by reference herein, including but not limited to CivicPlus’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. License Grant & Restrictions
CivicPlus hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CivicPlus.
You may not access the Service if you are a competitor of CivicPlus, except with CivicPlus’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to
(a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. CivicPlus reserves the right to remove material that it deems harmful, obscene or in any way threatening to the safety, security, and enjoyment of its subscribers.
2. Your Responsibilities
You are responsible for all activity occurring under your account and shall abide by all applicable laws and regulations in connection with your use of the Service. You shall: (i) notify CivicPlus immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CivicPlus immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; and (iii) not impersonate another CivicPlus user or provide false identity information to gain access to or use the Service.
3. Account Information and Privacy
CivicPlus does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and CivicPlus shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. CivicPlus reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and CivicPlus shall have no obligation to maintain or forward any Customer Data.
4. Intellectual Property Ownership
CivicPlus alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CivicPlus Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the CivicPlus Technology or the Intellectual Property Rights owned by CivicPlus. The CivicPlus name, the CivicPlus logo, and the product names associated with the Service are trademarks of CivicPlus, and no right or license is granted to use them. You may use our name or trademarks (CivicPlus.com) for promotion, publicity or other commercial purposes with our prior written consent. All content included on this site is protected by United States and International copyright laws. CivicPlus and its related graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of CivicPlus, LLC CivicPlus’s trademarks and trade dress may not be used in connection with any product or service that is not CivicPlus’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits CivicPlus. All other trademarks not owned by CivicPlus that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by CivicPlus.
5. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You are responsible for paying for all fees the entire subscription Term, whether or not the Service is actively used. You must provide CivicPlus payment as agreed to by you and CivicPlus at the time of signing up for the Service. The subscription fee for additional licenses will be the then current, generally applicable subscription fee. CivicPlus reserves the right to modify its fees and charges and to introduce new charges at any time, which notice may be provided by e-mail. However, CivicPlus may not modify its fees and charges for services for which payment has already been rendered. All pricing terms are confidential, and you agree not to disclose them to any third party unless required by law.
6. Billing and Renewal
CivicPlus charges and collects in advance for use of the Service. CivicPlus will automatically renew and issue an invoice to you each year on the subsequent anniversary for subscriptions. CivicPlus’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on CivicPlus’s income.
You agree to provide CivicPlus with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact.
Payment under this promotion is due within 90 days of you accessing the Services. For late payments, we reserve the right to charge an additional 1.5% interest per month.
If you believe your bill is incorrect, you must contact us in writing (including email) within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
To terminate in accordance with the Agreement please inform CivicPlus you do not wish to renew in writing. Notice must be provided at least 90 days of the start of the Services or 30 days before the start of the following term, and may be provided by e-mail.
7. Non-Payment and Suspension
In addition to any other rights granted to CivicPlus herein, CivicPlus reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged during any period of suspension. If you or CivicPlus initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.
8. Termination for Cause
Any breach of your payment obligations or unauthorized use of the CivicPlus Technology or Service will be deemed a material breach of this Agreement. CivicPlus, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that CivicPlus has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
9. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. This service is provided on an “AS-IS” basis without warranty (express or implied, including merchantability, fitness for a particular purpose and non-infringement of third party rights). We will use commercially reasonable efforts to maintain continuous access but will not be responsible for events beyond our control.
You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
10. Mutual Indemnification
You shall indemnify and hold CivicPlus and its officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim of against the CivicPlus service including quality or completeness as covered in section 11 (iv) a claim arising from the breach by you of this Agreement, provided in any such case that CivicPlus (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CivicPlus of all liability and such settlement does not affect CivicPlus’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
CivicPlus shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with:
(i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CivicPlus of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CivicPlus; provided that you (a) promptly give written notice of the claim to CivicPlus; (b) give CivicPlus sole control of the defense and settlement of the claim (provided that CivicPlus may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CivicPlus all available information and assistance; and (d) have not compromised or settled such claim. CivicPlus shall have no indemnification obligation, and you shall indemnify CivicPlus pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
11. Disclaimer of Warranties
CIVICPLUS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CIVICPLUS DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CIVICPLUS.
12. Internet Delays
CIVICPLUS’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CIVICPLUS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
13. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Modification to Terms
CivicPlus reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. Continued use of the Service after notification shall constitute your consent to such changes. If you do not agree to the changes, you may discontinue the Service and receive a pro-rata refund of the subscription fee.
15. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of CivicPlus. Any actual or proposed change in control of you that results or would result in a competitor of CivicPlus directly or indirectly owning or controlling 50% or more of you shall entitle CivicPlus to terminate this Agreement for cause immediately upon written notice.
Neither we nor you shall disclose or reveal to any person or entity the terms and conditions of this Agreement or any Confidential Information (as defined below), except as required by governmental proceeding, applicable Federal or state law or court order. Either party hereto may disclose Confidential Information to its advisors, attorneys under privilege, and its employees or agents on a “need to know” basis. To the extent permitted by state and federal records retention laws upon termination or expiration of this Agreement, each party shall promptly return all Confidential Information of the other party and all copies thereof, if any. The parties’ obligations set forth in this section shall survive any expiration or termination of the Term. In the event that either party is required by Federal or state law to disclose any such Confidential Information, such party shall notify the other party in writing so that the other party may seek a protective order and/or other motion to prevent or limit the production or disclosure of such information. If such motion has been denied or is pending and unresolved at the time disclosure of such information is required by Federal or state law, then the party required to disclose such information may disclose only such portion of such information which (A) based on the advice of such party’s legal counsel, is required by Federal or state law to be disclosed (such disclosing party using all best efforts to preserve the confidentiality of the remainder of such information) or (B) the other party consents in writing to having disclosed.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and CivicPlus as a result of this agreement or use of the Service. The failure of CivicPlus to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CivicPlus in writing. This Agreement, together with any applicable Statement of Work, comprises the entire agreement between you and CivicPlus and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.