Civitech RunningMate Subscription Agreement

This Agreement includes and incorporates this Order Form, the Master Service Agreement, and any statement of work, schedules or exhibits attached hereto, and contains, among other things, warranty disclaimers, liability limitations and usage restrictions.

 

 

ORDER FORM

This ORDER FORM and its exhibits, if any,  is effective as of the Effective Date, by and between Civitech and you, the “Customer”, and is subject to the Civitech Master Service Agreement, effective as of the Effective Date, by and between Civitech and Customer (the “Agreement”). To the extent that any conflict arises between the Agreement and this Order Form, the inconsistency or conflict shall be resolved by giving precedence to these Master Services Agreement. Terms or conditions in this Order Form that are more restrictive or specific than those contained in the Master Services Agreement shall not be construed as being inconsistent or in conflict. The parties agree that until an Order Form is executed by the parties, Company is not required to provide any services or access to any product or application hereunder by virtue of the Agreement alone.

Scope of Work

Pursuant to the Agreement and its terms and conditions Civitech will provide Customer with a monthly subscription to RunningMate (“RunningMate subscription”). The RunningMate subscription includes access to the Company Services and Company Data, as defined in the Master Service Agreement, and incorporated in this Agreement.

 

Authorized Users

Civitech authorizes Customer to provide access to RunningMate to its Authorized Users, subject to the terms and conditions set forth in the Master Service Agreement.

 

Term

The Agreement is for an initial 3-month term. The RunningMate subscription will continue from month to month until canceled by either party. Customer must provide two business days' notice to Company to cancel.

 

Fees 

Fees for the RunningMate Subscription will be displayed during checkout, and may vary depending upon the selected district. Any update or change to your RunningMate Subscription will require an updated or new Order Form.

 

USE RESTRICTIONS 

Customer agrees to use RunningMate only for LEGITIMATE POLITICAL AND ELECTORAL PURPOSES, as further defined below and as additionally defined in the Master Services Agreement.

 

Use of RunningMate is limited to Democratic organizations, Progressive organizations,  candidates for office with the Democratic Party or another progressive party, or candidates in non-partisan races that adhere to Democratic / Progressive values in their Campaign.

Data Restrictions

Customer agrees to access Civitech Data only in the United States or a territory thereof. Civitech Data includes Public Data, which may be subject to additional restrictions under federal or state Law. You are responsible for understanding any such restrictions and ensuring that your receipt and use of Civitech Data is allowed under applicable Law.

 

Unauthorized Purposes

You will not use the Civitech Data (i) for any illegal purpose; (ii) to intentionally identify, locate, or contact individuals that you know are celebrities, politicians, or other public figures; (iii) for any purpose other than LEGITIMATE POLITICAL AND ELECTORAL PURPOSES, such as voter registration, political voter contact, fundraising, issue advocacy, or political polling and research purposes, and as permitted by Laws applicable to Public Data; (iv) for any commercial purpose, which includes any use as a factor in establishing an individual’s creditworthiness or eligibility for credit or insurance, or employment; (v) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; or (vi) in intentionally soliciting survivors of deceased persons in that capacity.

 

Authorized Users

Company authorizes Customer to provide access to Company’s Source Data to its Authorized Users, subject to the terms and conditions set forth in the Agreement. Customer will not and will not attempt to further disclose Company Data without Company’s prior written consent.  Customer shall restrict the possession, knowledge, and use of Company Data to Customer's employees, representatives, and Authorized Users whose duties justify access to Company Data.  Customer is responsible for breaches of this Agreement caused by Customer's employees, representatives, agents, contractors, and Authorized Users.

Onward Restrictions
In no event will Customer resell, share, or sublicense the Company Data to any other organization, campaign, entity, or individual without the express written permission of Company. If Customer resells, shares, or sublicenses the Campaign Data without permission, such action will constitute an automatic breach of the Agreement, for which Customer will be liable to Company.

State Laws Governing Use of State Voter Files

For all Source Data, Customer agrees to adhere to the State Laws Governing Use of State Voter Files, attached as SCHEDULE 1. Customer is responsible for understanding those restrictions and ensuring that their receipt and use of Company Data is allowed under applicable Law.  If Customer is receiving voter file data from Maine, Customer specifically agrees that they are authorized under Maine law to receive a copy of the Maine voter file and that Customer will only use and further share the Maine voter file as authorized by Maine law. If Customer is receiving voter file data from Virginia, Customer specifically agrees that Customer is authorized under Virginia law to receive a copy of the Virginia voter file and that Customer will only use and further share the Virginia voter file as authorized by the Code of Virginia.  If Customer is receiving voter file data from California, Customer agrees to sign, and to cause each Authorized User to sign, the certifications required by the Secretary of State of California for use of the California state voter registration database information.

Additional Use Restrictions.
Customer agrees to adhere to all Use Restrictions for Company Data noted in this Order Form, the Master Service Agreement, any attached Exhibits and Statements of Work (if any). 

 

 

 

We do not charge fees for the public data we provide from voter files in every state. 

 

Customer acknowledges that phone numbers it receives as part of its Civitech RunningMate Subscription may include mobile or landline phone numbers and that Customer will utilize best efforts to adhere to any international, state, local, regional and national telemarketing laws, including accessing and complying with the National Do Not Call List.

SCHEDULE 1 - STATE LAWS GOVERNING USE OF STATE VOTER FILES 

Customer agrees to comply with the restrictions on the use of state voter files. For purposes of this Schedule 2, a “state voter file” is any information or data derived from state or local government records relating to any individual listed on that state’s voter registration list(s), roll(s), record(s), file(s) or other compilation, including information or data Customer receives from Civitech or accesses or uses through an Civitech API or under any agreement with Civitech. The statutory and regulatory language and citations included below are for your convenience and may change. Any change in state law does not relieve Customer of the obligations to comply with applicable Law regarding Public Data.

 

ARIZONA: Customer agrees to use the Arizona voter file only for political or political party activities or for a political campaign or an election purpose and not for any commercial purpose, and will not distribute or post any portion of the Arizona voter file through the internet.  “Precinct registers and other lists and information derived from registration forms may be used only for purposes relating to a political or political party activity, a political campaign or an election, for revising election district boundaries or for any other purpose specifically authorized by law and may not be used for a commercial purpose as defined in section 39-121.03. The sale of registers, lists and information derived from registration forms to a candidate or a registered political committee for a use specifically authorized by this subsection does not constitute use for a commercial purpose.” Ariz. Rev. Stat. § 16-168.E. “Any person in possession of a precinct register or list, in whole or part, or any reproduction of a precinct register or list, shall not permit the register or list to be used, bought, sold or otherwise transferred for any purpose except for uses otherwise authorized by this section. A person in possession of information derived from voter registration forms or precinct registers shall not distribute, post or otherwise provide access to any portion of that information through the internet except as authorized by subsection I of this section.” Ariz. Rev. Stat. § 16-168.F.  

CALIFORNIA: Customer agrees to use the California voter file only for permissible election, scholarly, journalistic, or political purposes, or for governmental purposes and not for any purpose prohibited by California law, and will not make any of the California voter file information available to any other person without the prior written authorization from the Secretary of State (or appropriate county elections official). “(a) Except as provided in Section 2194.1, the affidavit of voter registration information identified in Section 6254.4 of the Government Code: … (2) Shall not be used for any personal, private, or commercial purpose, including, but not limited to: (A) The harassment of any voter or voter’s household. (B) The advertising, solicitation, sale, or marketing of products or services to any voter or voter’s household. (C) Reproduction in print, broadcast visual or audio, or display on the Internet or any computer terminal unless pursuant to paragraph (3). (3) Shall be provided with respect to any voter, subject to the provisions of Sections 2166, 2166.5, 2166.7, and 2188, to any candidate for federal, state, or local office, to any committee for or against any initiative or referendum measure for which legal publication is made, and to any person for election, scholarly, journalistic, or political purposes, or for governmental purposes, as determined by the Secretary of State.” Cal. Elec. Code § 2194. “Permissible uses of information obtained from a source agency shall include, but shall not be limited to, the following: (a) Using registration information for purposes of communicating with voters in connection with any election. (b) Sending communications, including but not limited to, mailings which campaign for or against any candidate or ballot measure in any election. (c) Sending communications, including but not limited to, mailings by or in behalf of any political party; provided however, that the content of such communications shall be devoted to news and opinions of candidates, elections, political party developments and related matters. (d) Sending communications, including but not limited to, mailings, incidental to the circulation or support of, or opposition to any recall, initiative, or referendum petition. (e) Sending of newsletters or bulletins by any elected public official, political party or candidate for public office. (f) Conducting any survey of voters in connection with any election campaign. (g) Conducting any survey of opinions of voters by any government agency, political party, elected official or political candidate for election or governmental purposes. (h) Conducting an audit of voter registration lists for the purpose of detecting voter registration fraud. (i) Soliciting contributions or services as part of any election campaign on behalf of any candidate for public office or any political party or in support of or opposition to any ballot measure. (j) Any official use by any local, state, or federal governmental agency.” 2 CCR § 19003. “The following uses of registration information obtained from a source agency shall be deemed other than for election and governmental purposes: (a) Any communication or other use solely or partially for any commercial purpose. (b) Solicitation of contributions or services for any purpose other than on behalf of a candidate or political party or in support of or opposition to a ballot measure. (c) Conducting any survey of opinions of voters other than those permitted by Sections 19003(f) and (g).” 2 CCR § 19004. “No person who obtains registration information from a source agency shall make any such information available under any terms, in any format, or for any purpose, to any person without receiving prior written authorization from the source agency. The source agency shall issue such authorization only after the person to receive such information has executed the written agreement set forth in Section 19008.” 2 CCR § 19005.

GEORGIA: Customer agrees not to use the Georgia voter file for any commercial purposes. “It shall be the duty of the Secretary of State to furnish copies of such data as may be collected and maintained on electors whose names appear on the list of electors maintained by the Secretary of State pursuant to this article, within the limitations provided in this article, on electronic media or computer run list or both … Such data may not be used by any person for commercial purposes.” O.C.G.A. § 21-2-225(c).

HAWAI’I: Customer agrees to use the Hawai’i voter file for election or governmental purposes only. “Voter registration forms, the general county register, or any lists or data prepared therefrom shall be released or used for election or government purposes only, unless otherwise provided by law.” H. Admin. R. § 3-172-31.

IDAHO: Customer agrees that it will use the Idaho voter file for political purposes and not for any other solicitation or for a commercial use. “No person to whom a list of statewide electors is furnished and no person who acquires a list of statewide electors prepared from such list shall use any information contained therein for the purpose of mailing or delivering any advertisement or offer for any property, establishment, organization, product, or service or for the purpose of mailing or delivering any solicitation for money, services, or anything of value. Provided however, that any such list and label may be used for any political purpose.” Idaho Code Ann. § 34-437A(3).

ILLINOIS: Customer agrees to use the Illinois voter file only for bona fide political purposes and not for commercial solicitation or other business purposes. Customer further acknowledges that it may not acquire the list directly from the Illinois Board of Elections or from the office of a county clerk unless it is a registered political committee. “…Copies of the tapes, discs, or other electronic data shall be furnished by the county clerk to local political committees and governmental entities at their request and at a reasonable cost. … The individual representing a political committee requesting copies of such tapes shall make a sworn affidavit that the information shall be used only for bona fide political purposes, including by or for candidates for office or incumbent office holders. Such tapes, discs or other electronic data shall not be used under any circumstances by any political committee or individuals for purposes of commercial solicitation or other business purposes. … Any person who violates this provision shall be guilty of a Class 4 felony.” 10 ILCS § 5/4-8, 5-7, and 6-35.

INDIANA: Customer agrees not to use the Indiana voter file for any commercial purposes or to sell, loan, give away, or otherwise deliver information in the voter file to another person for a purpose other than political activities or political fundraising. “[T]he person receiving a compilation of information under this chapter may not: (1) use the compilation to solicit for the sale of merchandise, goods, services, or subscriptions; or (2) sell, loan, give away, or otherwise deliver the information obtained by the request to any other person (as defined in IC 5-14-3-2); for a purpose other than political activities or political fundraising activities.” Ind. Code § 3-7-26.4-10.

IOWA: Customer agrees to use the Iowa voter file only for a genuine political purpose or for bona fide political research and not for any commercial purpose, and shall not resell or redistribute the voter file for any other purposes without the written permission of the Iowa Secretary of State. “A person commits the crime of election misconduct in the second degree if the person willfully commits any of the following acts: … c. Miscellaneous offenses. Uses voter registration information, including resale or redistribution of the voter registration list without written permission of the state registrar, for purposes other than those permitted by section 48A.39.” Iowa Code § 39A.3.1. “Information about individual registrants obtained from voter registration records shall be used only to request the registrant’s vote at an election, or for another genuine political purpose, or for a bona fide official purpose by an elected official, or for bona fide political research, but shall not be used for any commercial purposes.” Iowa Code § 48A.39

KANSAS: Customer agrees not to use the Kansas voter file for any commercial purpose. “Use of voter registration lists for commercial purposes is knowingly selling, giving or receiving the information on or derived from voter registration lists with the intent to use such list or information for any commercial purpose. Use of voter registration lists for commercial purposes is a class C misdemeanor. For purposes of this section, compiling, using, giving, receiving, selling or purchasing the information on or derived from voter registration lists, solely for political campaign or election purposes, shall not constitute a commercial use of voter registration lists.” Kan. Stat. Ann. § 25-2320a.

KENTUCKY: Customer agrees to use the Kentucky voter file only for scholarly, journalistic, political (including political fundraising), or governmental purposes and not for any commercial use. “… The board shall not furnish precinct lists to persons who intend to use the lists for commercial use.” Ky. Rev. Stat. Ann. § 117.025(3)(h). “Commercial use, as that term is used in KRS 117.025(3)(h), shall be interpreted by the Board of Elections to mean: (1) The use by the requester of the voter registration list, or any part thereof, in any form, for profit, the solicitation of donations, or for the sale or advertisement of any good or service; or (2) The transfer of a voter registration list by the requester for a profit to any other person whom the requester knew or should have known intended to use the voter registration list, or any part thereof, in any form, for profit, the solicitation of donations, or for the sale or advertisement of a good or service.” 31 K.A.R. § 3:010.3. “Commercial use shall not include use of a voter registration list, or any part thereof, for the following purposes: (1) Use for scholarly, journalistic, political (including political fund raising), or governmental purposes; (2) Use for publication, broadcast, or related use by a newspaper, magazine, radio station, television station, or other news medium in its news or other publications or broadcasts; or (3) Use in a publication provided or sold to duly qualified candidates; political party committees, or officials thereof; or any committee that advocates or opposes an amendment or public question.” 31 K.A.R. § 3:010.4.

MAINE: Customer agrees to use the Maine voter file only for purposes directly related to activities of a political party, get out the vote efforts directly related to a campaign, or other activities directly related to a campaign. “… Any person obtaining, either directly or indirectly, information from the central voter registration system under this paragraph may not sell, distribute or use the data for any purpose that is not directly related to activities of a political party, "get out the vote" efforts directly related to a campaign or other activities directly related to a campaign. This paragraph does not prohibit political parties, party committees, candidate committees, political action committees or any other organizations that have purchased information from the central voter registration system from providing access to such information to their members for purposes directly related to party activities, "get out the vote" efforts or a campaign. For purposes of this paragraph, "campaign" has the same meaning as in section 1052, subsection 1.” 21-A M.R.S. §196-A.1.B. 

MARYLAND: Customer agrees to use the Maryland voter file only for purposes related to the electoral process and not for any other purpose including a commercial solicitation. “A person who knowingly allows a list of registered voters, under the person's control, to be used for any purpose not related to the electoral process is guilty of a misdemeanor and, on conviction, is subject to the penalties under Title 16 of this article.” Md. Code, Elec. Law § 3-506(c).

MINNESOTA: Customer agrees to use the Minnesota voter file only for purposes related to elections, political activities, or law enforcement. “An individual who inspects or acquires a copy of a public information list may not use any information contained in it for purposes unrelated to elections, political activities, or law enforcement.” Minn. Stat. § 201.091, Subd. 5.

MISSISSIPPI: Customer agrees not to use the Mississippi voter file to mail or deliver any solicitation for money, services, or anything of value. “Any voter registration data provided shall not be used for the purpose of mailing or delivering any solicitation for money, services, or anything of value. This policy is used to protect voters from unwanted commercial solicitations.” Miss. Admin. Code § 1-10-7.2.

MISSOURI: Customer agrees not to use the Missouri voter file for commercial purposes. “… Any information contained in any state or local voter registration system, limited to the master voter registration list or any other list generated from the information, subject to chapter 610, shall not be used for commercial purposes; provided, however, that the information may be used for elections, for candidates, or for ballot measures, furnished at a reasonable fee. Violation of this section shall be a class B misdemeanor. For purposes of this section, “commercial purposes” means the use of a public record for the purpose of sale or resale or for the purpose of producing a document containing all or part of the copy, printout, or photograph for sale or the obtaining of names and addresses from public records for the purpose of solicitation or the sale of names and addresses to another for the purpose of solicitation or for any purpose in which the purchaser can reasonably anticipate the receipt of monetary gain from the direct or indirect use of the public record.” Mo. Rev. Stat. § 115.158.6.

MONTANA: Customer agrees to use the Montana voter file only for noncommercial uses. “… [U]pon request, the secretary of state shall furnish to any individual, for noncommercial use, available extracts and reports from the statewide voter registration system. …” Mont. Code Ann. § 13-2-122(1).

NEBRASKA: Customer agrees to use the Nebraska voter file only for purposes related to elections, political activities, or voter registration and not for commercial purposes. “… Lists shall be used solely for purposes related to elections, political activities, voter registration, law enforcement, or jury selection. Lists shall not be used for commercial purposes.” Neb. Rev. Stat. § 32-330(2).

NEW HAMPSHIRE: Customer agrees not to use the New Hampshire voter file for commercial purposes. “No person shall use or permit the use of checklist or voter information provided by any supervisors of the checklist or city or town clerk or by the secretary of state for commercial purposes. Whoever knowingly violates any of the provisions of this section shall be guilty of a misdemeanor if a natural person or guilty of a felony if any other person. …” N.H. Rev. Stat. Ann. § 654:31.VI. “‘Commercial purposes’ means knowingly using, selling, giving, or receiving the checklist information for the purpose of selling or offering for sale any property or service unrelated to an election or political campaign.” N.H. Rev. Stat. Ann. § 654:31.I(b).

NEW JERSEY: Customer agrees not to use the New Jersey voter file list for commercial or charitable solicitation. “No person shall use voter registration lists or copies thereof prepared pursuant to this section as a basis for commercial or charitable solicitation of the voters listed thereon. Any person making such use of such lists or copies thereof shall be a disorderly person, and shall be punished by a fine not exceeding $500.00.” N.J. Rev. Stat. § 19:31-18.1(c).

NEW MEXICO: Customer agrees to use the New Mexico voter file only for governmental or election and election campaign purposes. “… [T]he voter data, mailing labels and special voter lists shall be used for governmental or election and election campaign purposes only and shall not be made available or used for unlawful purposes.” N.M. Stat. § 1-4-5.5.C. “As used in this section: (1) ‘election campaign purposes’ means relating in any way to a campaign in an election conducted by a federal, state or local government; (2) ‘governmental purposes’ means noncommercial purposes relating in any way to the structure, operation or decision-making of a federal, state or local government; (3) ‘mailing labels’ means prepared mailing labels of selected voters arranged in the order in which requested and providing only the name and address of the voter; (4) ‘special voter list’ means a prepared list of selected voters arranged in the order in which requested; and (5) ‘voter data’ means selected information derived from the voter file.” N.M. Stat. § 1-4-5.5.E.

NEW YORK: Customer agrees not to use the New York voter file for non-election purposes. “… The information contained in the statewide voter registration list shall not be used for non-election purposes.” N.Y. Elec. Law § 3-103.5.

NORTH DAKOTA: Customer agrees to use the North Dakota voter file only for election-related purposes. “Except as otherwise provided by law, a voter list or a report generated from the central voter file may be made available to a candidate, political party, or a political committee for election-related purposes. Any information obtained by a candidate, political party, or political committee for election-related purposes from a list or report generated from the central voter file may not be sold or distributed for a purpose that is not election-related. …” N.D. Cent. Code § 16.1-02.15.

OREGON: Customer agrees not to use the Oregon voter file for commercial purposes. “(1) Except as provided in subsection (2) of this section, no person to whom a list of electors is made available or supplied … shall use any information in the list for commercial purposes. (2) A person shall not be considered to use for commercial purposes any information contained in a list of electors … if the person obtains the list of electors for the purposes of resale to candidates or political committees for political purposes only.” Or. Rev. Stat. § 247.955.

PENNSYLVANIA: Customer agrees not to use the Pennsylvania voter file for purposes unrelated to elections, political activities, or law enforcement. “An individual who inspects or acquires a copy of a public information list may not use any information contained in it for purposes unrelated to elections, political activities or law enforcement.” 25 Pa. Cons. Stat. § 1404(c)(2).

SOUTH CAROLINA: Customer agrees not to use the South Carolina voter file for commercial solicitation. “A person or private entity shall not knowingly obtain or use personal information obtained from a state agency, a local government, or other political subdivision of the State for commercial solicitation directed to any person in this State.” S.C. Code Ann. § 30-2-50(A).

SOUTH DAKOTA: Customer agrees to use the South Dakota voter file for election purposes only and not for any commercial purpose, and agrees not to place the South Dakota voter file on the internet for unrestricted access. “Any information obtained from the statewide voter registration file or any county voter registration file may be used or sold only for election purposes, may not be used for any commercial purpose, and may not be placed for unrestricted access on the internet. For the purpose of this section, the term, commercial purpose, does not include campaign or political polling activities.” S. D. Codified Laws § 12-4-41.

TENNESSEE: Customer agrees to use the Tennessee voter file for political purposes only. “… This list shall be available to any person who certifies on a form provided by the state election commission that such list will be used for political purposes. …” Tenn. Code Ann. § 2-2-138(b)(1).

TEXAS: Customer agrees not to use the Texas voter file in connection with advertising or promoting commercial products or services. “A person commits an offense if the person uses information in connection with advertising or promoting commercial products or services that the person knows was obtained under Section 18.066.” Tex. Elec. Code § 18.067.

UTAH: Customer agrees not to obtain or use the year of birth of a registered voter derived from the Utah voter file in a manner not permitted by law. “A person is guilty of a class A misdemeanor if the person: (i) obtains the year of birth of a registered voter from the list of registered voters under false pretenses; (ii) uses or provides the year of birth of a registered voter that is obtained from the list of registered voters in a manner that is not permitted by law; …” Utah Code § 20A-2-104(4)(g).

VERMONT:  Customer agrees not to use the Vermont voter file for commercial purposes, to disclose it to any foreign government or to a federal agency or commission, or to a person acting on behalf of any on those for a purpose prohibited under subdivision (b)(2) of § 2154 of title 17 of the Vermont Statutes. “Any person wishing to obtain a copy of all of the statewide voter checklist must swear or affirm, under penalty of perjury pursuant to 13 V.S.A. chapter 65, that the person will not: (A) use the checklist for commercial purposes; or (B) knowingly disclose the checklist to any foreign government or to a federal agency or commission or to a person acting on behalf of a foreign government or of such a federal entity in circumvention of the prohibited purposes for using the checklist set forth in subdivision (b)(2) of this section.” 17 V.S.A. § 2154(c)(1). “A public agency as defined in 1 V.S.A. § 317 and any officer, employee, agent, or independent contractor of a public agency shall not knowingly disclose a copy of all of the statewide voter checklist, a municipality’s portion of the statewide voter checklist, or any other municipal voter checklist to any foreign government or to a federal agency or commission or to a person acting on behalf of a foreign government or of such a federal entity for the purpose of: (A) registration of a voter based on his or her information maintained in the checklist; (B) publicly disclosing a voter’s information maintained in the checklist; or (C) comparing a voter’s information maintained in the checklist to personally identifying information contained in other federal or state databases.” 17 V.S.A. § 2154(b)(2).

VIRGINIA: Customer represents and warrants that it is a person authorized by Virginia law to receive a copy of the Virginia voter file, and Customer agrees to only use the Virginia voter file for purposes prescribed under Virginia law and for no other use, and Customer will not permit the use or copying of the Virginia voter file by any person not authorized under Virginia law to obtain it. “The Department of Elections shall provide, at a reasonable price, lists of registered voters for their districts to (i) candidates for election or political party nomination to further their candidacy, (ii) political party committees or officials thereof for political purposes only, (iii) political action committees that have filed a current statement of organization with the Department of Elections pursuant to § 24.2-949.2, or with the Federal Elections Commission pursuant to federal law, for political purposes only, (iv) incumbent officeholders to report to their constituents, (v) nonprofit organizations that promote voter participation and registration for that purpose only, and (vi) commissioners of the revenue, as defined in § 58.1-3100, and treasurers, as defined in § 58.1-3123, for tax assessment, collection, and enforcement purposes. … The lists shall be furnished to no one else and used for no other purpose. …” Va. Code Ann. § 24.2-405.A. “The Department of Elections shall furnish, at a reasonable price, lists of persons who voted at any primary, special, or general election held in the four preceding years to (i) candidates for election or political party nomination to further their candidacy, (ii) political party committees or officials thereof for political purposes only, (iii) political action committees that have filed a current statement of organization with the Department of Elections pursuant to § 24.2-949.2 or with the Federal Elections Commission pursuant to federal law, for political purposes only, (iv) incumbent officeholders to report to their constituents, and (v) members of the public or a nonprofit organization seeking to promote voter participation and registration by means of a communication or mailing without intimidation or pressure exerted on the recipient, for that purpose only. Such lists shall be furnished to no one else and shall be used only for campaign and political purposes and for reporting to constituents.” Va. Code Ann § 24.2-406.A.

WASHINGTON: Customer agrees that it will only use the Washington voter file for a political purpose and will take reasonable precautions designed to assure that the information in the Washington voter file is used only for a political purpose. “… The lists shall not be used for the purpose of mailing or delivering any advertisement or offer for any property, establishment, organization, product, or service or for the purpose of mailing or delivering any solicitation for money, services, or anything of value. However, the lists and labels may be used for any political purpose. …” Wash. Rev. Code § 29A.08.720(2)(a). “For the purposes of this section, ‘political purpose’ means a purpose concerned with the support of or opposition to any candidate for any partisan or nonpartisan office or concerned with the support of or opposition to any ballot proposition or issue. ‘Political purpose’ includes, but is not limited to, such activities as the advertising for or against any candidate or ballot measure or the solicitation of financial support.” Wash. Rev. Code § 29A.08.720(3). “Any person who uses registered voter data furnished under RCW 29A.08.720 for the purpose of mailing or delivering any advertisement or offer for any property, establishment, organization, product, or service or for the purpose of mailing or delivering any solicitation for money, services, or anything of value is guilty of a class C felony punishable by imprisonment in a state correctional facility for a period of not more than five years or a fine of not more than ten thousand dollars or both such fine and imprisonment, and is liable to each person provided such advertisement or solicitation, without the person's consent, for the nuisance value of such person having to dispose of it, which value is herein established at five dollars for each item mailed or delivered to the person's residence. However, a person who mails or delivers any advertisement, offer, or solicitation for a political purpose is not liable under this section unless the person is liable under subsection (2) of this section. …” Wash. Rev. Code § 29A.08.740(1). “Each person furnished data under RCW 29A.08.720 shall take reasonable precautions designed to assure that the data is not used for the purpose of mailing or delivering any advertisement or offer for any property, establishment, organization, product, or service or for the purpose of mailing or delivering any solicitation for money, services, or anything of value. However, the data may be used for any political purpose. …” Wash. Rev. Code § 29A.08.740(2).

WEST VIRGINIA: Customer agrees that it will not use the West Virginia voter file for any commercial or charitable solicitations or advertising, and that it will not sell or reproduce the West Virginia voter file for resale. “No voter registration lists or data files containing voter names, addresses or other information derived from voter data files obtained pursuant to the provisions of this article may be used for commercial or charitable solicitations or advertising, sold or reproduced for resale.” W.Va. Code § 3-2-30(f). 

MASTER SERVICES AGREEMENT 

 

This Master Services Agreement (the “Agreement”), dated as of the effective date below, is made between the Customer (the “Customer”) and Civitech (the “Company”) and governs the Customer’s access to and use of the Company’s services, and sets forth the terms and conditions that will apply to the services defined in the Order Form(s). Each Order Form is incorporated into this Agreement by reference. 

 

WHEREAS, Company provides access and use of the Services to its Customers; and

 

WHEREAS, Customer desires to access and use the Services, and Company desires to provide Customer access to the Services, subject to the terms and conditions of this Master Services Agreement (“Agreement”).

 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

Subject to the terms of this Agreement, Company will provide Customer and any Authorized User the Services as described in the attached Order Form(s),  Statement of Work (if any), and Exhibits. Each Order Form, and any attached Statement of Work and Exhibits, is incorporated into the Agreement by reference and will include a description of the services, product, application, documentation, support or related deliverables (the "Services) to be provided by Company and the fees payable to Company for the services. To the extent that any conflict arises between the Agreement and an Order Form, the Order Form shall control. The parties acknowledge and agree that until an Order Form is executed by the parties, Company is not required to provide any services or access to any product or application hereunder by virtue of the Agreement alone.

 

1. Definitions

“Aggregated Statistics” - Data and information related to Customer's use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. 

 

"Authorized User" - Agents or employees of Customer who are authorized under this Agreement to access and use the Services for whom access to the Services has been purchased hereunder 

 

“Company IP” - The Services, the Software Platforms, the Documentation, Company Data, and any and all intellectual property provided to Customer or any Authorized User in connection with the Agreement. For the avoidance of doubt, Company IP includes Aggregated Statistics, any maps, reports, charts or other output produced by Company, and any information, data, best practices, or other content derived from Company's monitoring of Customer's access to or use of the Services, but does not include Customer Data.

 

"Company Data" - All data provided or made available by or on behalf of Company to Customers and/or any of Customer's Authorized Users. 

 

“Customer Data" - Any data or information Customer provides to Company pursuant to this Agreement. 

 

“Data Vendor”- A third party provider of data to Company.

 

“Documentation” - Any guides, reports, scripts, or written materials relating to the Services provided by Company to Customer or derived from Customer’s use of the Company Services either electronically or in hard copy form. 

 

“Effective Date” - Date Submitted by Customer and Approved by Company, whichever is later.

 

“Laws” - All laws, statutes, regulations, rules, orders and other requirements of or by any governmental authority having jurisdiction within the United States.

 

“Privacy Laws” - Laws that relate to (i) the confidentiality, collection, use, handling, processing, storage, security, protection, transfer, or free movement of personal data, personal information, personally-identifiable information or customer information, (ii) electronic data privacy, or (iii) data protection. Privacy Laws include, for example, the California Consumer Privacy Act.

 

“Public Data” means data owned by federal, state, municipal, local or other government entities. 

 

“Order Form” - The Order Form associated with this Agreement specifying the scope of access to Services Company agrees to provide to Customer, applicable terms of payment, and certain other applicable terms. In the event of any conflict with this Agreement, the terms of the Order Form will govern.

 

“Registrant User Data” - Personal data provided by individuals (including name, home address, date of birth, email address, and cell phone number) who access Customer’s instance of the Services, including but not limited to, the VR Embed.

 

“Services” - The services Company provides, including but not limited to, use of its Software and Company Data, or is obligated to provide, to Customer under the terms of this Agreement, associated Order Form and Statement of Work (if any).

 

“Statement of Work” - One or more descriptions of work issued in connection with the delivery of data or services under this Agreement. 

 

“Third-Party Products or Services” - Any third-party products or services provided with, accessed by, or incorporated into the Services.

2. Access and Use

a. Provision of Access

Subject to and conditioned on Customer's payment of fees and compliance with all the terms and conditions of this Agreement, the Order Form, and the Statement of Work (if any), Company shall perform the Services during the Term. Company represents, covenants, and warrants that it will comply with all applicable local, state, and federal laws and regulations in connection with its provision of the Services. Customer will ensure that any use of the Services by its agents or employees is in accordance with the terms of this Agreement.   

 

Company agrees that with respect to access or use of Company Data, Customer may provide Company Data to its Authorized Users solely for the non-commercial Purpose. Customer agrees to notify each Authorized User that users of Public Data must comply with all laws and regulations that govern the acquisition and use of Public Data and to agree and abide by such laws and regulations. Customer agrees to exercise its rights, at Company's request, under any agreement(s) it has with its Authorized Users to ensure its Authorized Users comply with the applicable terms and conditions of this Agreement. For clarity, Customer is responsible for breaches of this Agreement caused by Authorized Users. Customer agrees that prior to providing access and use of Company Data to any vendor or data distributor, whether commercial or not, Customer will first seek the written permission and consent of Company. 

 

Customer will not and will not attempt to further disclose Company Data without Company’s prior written consent. Customer shall further restrict the possession, knowledge, and use of Company Data to Customer's employees, representatives, and authorized users whose duties justify access to Company Data. Customer is responsible for breaches of this Agreement caused by Customer's employees, representatives, agents, contractors, and authorized users.

 

b. Documentation License

Subject to the terms and conditions contained in this Agreement, the Order Form, and the Statement of Work (if any), Company hereby grants to Customer a non-exclusive, non-sublicensable non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for the benefit of Customer in connection with its use of the Services.

 

c. Use Restrictions

c. 1. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, Software, Company Data or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, Software, Company Data or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, including but not limited to the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (iv) remove any proprietary notices from the Services or the Documentation; (v) utilize any equipment, device, software or other means designed to circumvent or remove any form of copy or other protection used by the Company in connection with the Services or any Software (or use the Services or any Software together with any user credentials or other copy protection device not supplied by the Company); (vi) use the Services or any Software to contact any individual or group which the Parties agree, in writing, shall not be contacted using the Services or any Software; (vii) automate any of the Services’ or any Software’s processes, unless such automation is expressly permitted by this Agreement; (viii) use the Services or the Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law including the Telephone Consumer Protection Act and any applicable laws governing SPAM ; (ix) use information provided by any third party for use in connection with the Services without the proper consent from the third party; or (x) otherwise use the Services or any Software in a manner expressly forbidden by the terms of this Agreement.

 

c.2. Customer agrees to access Company Data only in the United States or Territory thereof. Civitech Data includes Public Data, which may be subject to additional restrictions under federal or state Law. You are responsible for understanding any such restrictions and ensuring that your receipt and use of Civitech Data is allowed under applicable Law.

c.3. Unauthorized Purposes. Customer will not and will not attempt to (and will not allow others to) use the Company Data (i) for any illegal purpose, (ii) to intentionally identify, locate, or contact individuals that Customer knows are celebrities, politicians, or other public figures, (iii) for any purpose other than legitimate political and electoral purposes such as voter registration, political voter contact, fundraising, issue advocacy, or political polling and research purposes, and as permitted by laws and regulations applicable to Public Data (iv) for any commercial purpose, which includes any use as a factor in establishing an individual’s creditworthiness or eligibility for credit or insurance, or employment, (v) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; or (vi) in intentionally soliciting survivors of deceased persons in that capacity.

 

c.4. Data Restrictions. Company Data includes Public Data which may be subject to additional restrictions under federal or state Law, such as restrictions included in Company's Data Order Form, attached as Schedule 1. Customer is responsible for understanding those restrictions and ensuring that their receipt and use of Company Data is allowed under applicable Law. If Customer is receiving voter file data from Maine, Customer specifically agrees that they are authorized under Maine law to receive a copy of the Maine voter file and that Customer will only use and further share the Maine voter file as authorized by Maine law. If Customer is receiving voter file data from Virginia, Customer specifically agrees that Customer is authorized under Virginia law to receive a copy of the Virginia voter file and that Customer will only use and further share the Virginia voter file as authorized by the Code of Virginia. If Customer is receiving voter file data from California, Customer agrees to sign, and to cause each Authorized User to sign, the certifications required by the Secretary of State of California for use of the California state voter registration database information. 

 

d. Reservation of Rights

Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or any other right, title, or interest in or to the Company IP.

 

e. Service Suspension

Although Company has no obligation to monitor Customer’s and any Authorized User’s use of the Services, Company may do so and, notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services (“Service Suspension”) if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company Services; (B) Customer's or any Authorized User's use of the Company Services disrupts or poses a security risk to the Company Services or to any other customer or vendor of Company; (C) Customer or any Authorized User uses the Services for fraudulent or illegal activities or to harass any individual or group; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Customer’s or any Authorized User’s use of the Services violates the terms of this Agreement or any applicable law or regulation; or (F) use of the Services by Customer or any Authorized User is otherwise prohibited by applicable law; or (ii) any vendor or other service provider of Company has suspended or terminated Company's access to or use of any Third-Party Products or Services required to enable Customer to access the Services; or (iii) in accordance with Section 8 (Confidentiality, Proprietary Rights).  Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.

 

3. Customer Responsibilities

 

a. Customer is responsible and liable for all uses of the Services and the Documentation, whether such use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of its Authorized Users, and any act or omission by an Authorized Users that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. 

 

b. Customer represents, covenants, and warrants that it will comply with all applicable local, state, national, and foreign laws, treaties, regulations, and conventions in connection with its use of the Services, including without limitation those related to data privacy, domestic and international communications, and the export of technical or personal data. 

 

c. Customer agrees to notify Company immediately of any unauthorized use of any account or data or any other known or suspected breach of security or any known or suspected distribution of Registrant User Data. 

 

d. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, internet access, third-party API keys, web servers and the like (collectively, “Equipment”). 

 

e. Customer is responsible for maintaining the security of any equipment needed to access the Services, its passwords (including but not limited to administrative and user passwords) and files, and for all uses of its account with or without its knowledge or consent.

 

f. Customer and any Authorized User will not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR Section 2.101, the Services and documentation are “commercial items” and according to DFAR Section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use modification, reproduction, release, performance, display or disclosure of such commercial software or commercial software documentation by the U.S. government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

 

g. Company Data Security. Customer will use industry standard security measures for the processing, storage, disclosure and use of Company Data. Customer shall implement and maintain administrative, physical and technical safeguards (“Safeguards”), to protect Customer's systems from attacks and any unauthorized intrusions and prevent any unauthorized collection, use or disclosure to Company Data. Customer will notify Company immediately of any unauthorized access, destruction, use, modification, or disclosure (each, a “Security Incident”) of any Company Data. Customer shall consult and cooperate with investigations, assist with any required notices, and timely provide any information reasonably requested by Company in connection with any Security Incident or known potential or actual vulnerability related to the Company Data, and will promptly remedy such Security Incident or vulnerability.

 

4. Payment and Fees

 

a. Fees

Customer shall pay Company the fees ("Fees") according to the payment terms set forth in the Order Form or Statement of Work without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Company may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

 

b. Errors

If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than thirty (30) calendar days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit.

 

c. Taxes

Unless otherwise required by applicable law, all Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company's income.

 

5. Support 

Subject to the terms and conditions of this Agreement, Company shall use commercially reasonable efforts to provide customer support and troubleshooting assistance. See Exhibit A, Service Legal Agreement.

 

 

6. Intellectual Property Ownership; Feedback

a. Company IP

Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP.

 

b. Customer Data

Company acknowledges that, as between Company and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Company to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data to the extent that it is incorporated within the Aggregated Statistics. The Company does not provide an archiving service and the Company expressly disclaims all obligations with respect to storage of Customer Data.

 

c. Feedback

If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties. Customer hereby assigns to Company on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use or act upon any Feedback.

d. Company Data Ownership. The Company Data is licensed, not sold, and Company retains and reserves all rights in Company Data not expressly granted in this Agreement. 

 

7. Third Party Code

a. Software and other deliverables associated with the Services may be delivered using or incorporated with components which are licensed from third parties (“Provided Third Party Code”). For purposes of this Agreement, such Provided Third-Party Code is subject to its own license terms and the applicable flow through provisions. If Customer does not agree to abide by the applicable terms for such Provided Third-Party Code, then Customer should not use such Provided Third-Party Code. The Services may also contain certain open source software (“Open Source Software”). Customer understands and acknowledges that such Open Source Software is likewise not licensed to Customer pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or license. Open Source Software may be identified in documentation, or in a list of the Open Source Software to be provided to you upon written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.

b. In addition to the Provided Third-Party Code, the Company may permit and facilitate communication and/or integration between the Services and other third-party products or services (“Customer Third Party Code”). Customer represents and warrants that it has all necessary rights with respect to any Customer Third Party Code that Customer chooses to connect the Services with, and that all use of the Services by or on behalf of the Customer will comply at all times with the terms and conditions of any applicable agreement between Customer and the applicable third-party provider regarding Customer’s use of such Customer Third-Party Code. ALL INTEGRATION OF THE SERVICES WITH ANY SUCH CUSTOMER THIRD-PARTY CODE IS “AS-IS,” AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. THE COMPANY WILL HAVE NO LIABILITY FOR CUSTOMER’S USE OF ANY SUCH CUSTOMER THIRD-PARTY CODE, INCLUDING, WITHOUT LIMITATION, ANY USAGE AND/OR OVERAGE FEES.

 

8. Confidentiality; Proprietary Rights

a. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that is marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). “Confidential Information” means information of any kind, whether of a technical, business, financial or any other nature, disclosed in any manner, whether verbally, electronically, visually or in a written or other tangible form, which is identified as confidential or which should be reasonably understood to be confidential in nature with respect to the Owner, an affiliate or a third party. For the avoidance of doubt, Confidential Information of Company includes the Company Data. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party prior to the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) can be shown by documentation to have been independently developed by the receiving Party without benefit of the Confidential Information. . The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with an order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. The Recipient shall immediately notify the Owner of any unauthorized disclosure of the Owner’s Confidential Information and, in connection with such disclosure, will provide reasonable cooperation at Recipient’s expense in any proceeding necessary to protect the Owner’s rights with respect to the Confidential Information. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will survive the termination or expiration of this Agreement. 

 

b. The owner shall own and retain all right, title and interest in and to its Confidential Information, and the Recipient shall have no rights, by license or otherwise, except as expressly provided herein.

 

c. Notwithstanding anything to the contrary, Company shall have the right to collect, analyze and display data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, Customer Data and data derived therefrom) (collectively, the “Aggregated Statistics”), and Company will be free (during and after the term hereof) to (i) use the Aggregated Statistics to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings; (ii) publicly disclose and display the Aggregated Statistics in aggregated or other de-identified form and (iii) use the Aggregated Statistics for any other purpose. No rights or licenses are granted except as expressly set forth herein.

d. For complete transparency and absence of confusion, the existence of a business relationship between Company and Customer is not considered to be confidential information and is subject to the terms of Section 13 (Publicity).

 

9. Warranty & Disclaimer

 

a. THE COMPANY SERVICES AND DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER USER’S OR PERSON’S REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION, WILL ACHIEVE ANY INTENDED RESULT, WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER PRODUCTS OR SERVICES, OR WILL BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

 

b. Company represents and warrants that (i) the Services will be provided in a professional, workman-like and timely manner in accordance with prevailing industry standards; (ii) neither the Services, any data provided thereby nor Customer’s use thereof will infringe or violate the intellectual property or other rights of any third party; (iii) all Services will be provided in compliance with all applicable Federal laws, rules and regulations; and (iv) the Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. The Company does not warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss.

c. The limited warranties set forth in Section 9b do not apply and become null and void if Customer or any Authorized User breaches any provision of this Agreement, or if Customer, any Authorized User or any other person provided use of the Services by Customer, whether or not in violation of this Agreement: (i) uses the Services on or in connection with any hardware or software prohibited by the Documentation, this Agreement or as otherwise expressly prohibited by the Company in writing; (ii) modifies or damages the Services or any Software; (iii) misuses the Services, including any use of the Services other than as specified in the Documentation or expressly authorized by the Company in writing; or (iv) fails to make a warranty claim and deliver such claim in writing to the Company within thirty (30) days of the date on which the condition giving rise to the claim first appeared.

 

d. Each Party represents, warrants and covenants that (a) it has all necessary right, power and authority to enter into and perform its obligations and license grants under this Agreement; and (b) with respect to the performance of its obligations, license grants, and the exercise of its rights under this Agreement, it has complied and will comply with all applicable Laws, including Privacy Laws, now or hereafter in effect. Customer represents, warrants and covenants that Customer or its Authorized Users (a) will comply with all existing and new laws, rules, and regulations, as amended from time to time, which may include, without limitation, the National Do Not Call Registry, the Telephone Consumer Protection Act (47 U.S.C. § 227), and the CAN-SPAM Act (16 CFR Part 316), or any similar state law; and (c) Customer’s use of Company Data does not violate its own policies as communicated to the individuals it contacts or more publicly. 

 

10. Indemnification

a. Customer shall indemnify, hold harmless, and, at Company's option, defend Company, any of its Data Vendors, and Company’s directors, officers, and employees, from and against any losses resulting from any third-party claim based on Customer's or any Authorized User's: (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Company or authorized by Company in writing; (iv) modifications to the Services not made by Company; (v) use of any information or data obtained from any third party without their consent; or if (vi) Customer Data, or any use of the Customer Data in accordance with this Agreement, violates law, infringes upon or misappropriates such third party's rights, including, without limitation, any intellectual property rights.

b. Company shall indemnify, hold harmless, and, at Customer’s option, defend Customer from and against any losses resulting from any third-party claim (i) arising out of breaches by Company of Section 2 (Access and Use), (ii) claims by third parties alleging that the Company Services or the use of them in the intended manner, infringes or violates any intellectual property rights, and (iii) claims by third parties arising out of Customer’s use of the Company Services to the extent the harm is attributable to the Services or to Company’s breach of this Agreement.

c. The duties to indemnify and hold harmless under this Section 10 are subject to the condition that: (i) the Party seeking indemnification notifies the other Party in a timely manner of any such claims of which it has knowledge or notice; (ii) the Party seeking indemnification accords the other Party the sole right, at its sole option and expense, to handle the defense of the claim and to settle or resolve any such claim it deems appropriate; and (iii) the Party seeking indemnification reasonably cooperates with the other Party at the other Party’s expense.

11. Limitation of Liability

Except as set forth in Section 10 (Indemnification), in no event will Company be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (A) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (B) increased costs, diminution in value or lost business, production, revenues, or profits; (C) loss of goodwill or reputation; (D) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (E) cost of replacement goods or services, in each case regardless of whether Company was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will Company's aggregate liability arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, exceed total amounts paid to Company under this Agreement or $10,000.00, whichever is less.

 

12. Term and Termination

 

a. Term

The term of this Agreement begins on the Effective Date and will continue for the period of time specified in the Order Form or Statement of Work, unless earlier terminated in accordance with the terms of this Agreement, the Statement of Work, or the Order form.

 

b. Termination

In addition to any other express termination right set forth in this Agreement, Customer may terminate this Agreement for Cause by providing 15 days’ prior written notice with an opportunity to cure within such 15-day period in the event Customer wishes to terminate the agreement for cause. If Customer has committed to an annual contract fee (or other term based contract fee), all fees not yet paid under such a contract will be due upon such termination.

 

c. Company has the right to terminate the Agreement if Customer breaches the Agreement, misuses Company Data, or fails to pay. If Company terminates the Agreement for any of these reasons, Company may cease providing Customer access to the Services immediately.

 

d. Survival

This Section 12(d) and Sections 1, 2, 6, 8, 9, 10, 11, 12, 13 and 14 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

 

13. Promotional Use

Customer hereby grants Company the nonexclusive right and license to use and display the Customer’s name, logo and similar indicia (“Customer Marks”) (a) to the extent any customization or implementation of the Services as set forth in this Agreement, the associated Order Form or Statement of Work (if any) involve the incorporation of Customer Marks and (b) on its website, social media and marketing collateral identifying Customer as a customer of Company. Company obtains no rights in the Customer Marks except for the limited right described in the preceding sentence, and Customer retains all right, title, and interest in the Customer Marks.

 

Company hereby grants Customer the nonexclusive right and license to use and display Company’s name, logo and similar indicia (“Company Marks”) on its website and marketing collateral identifying Company as a provider to Customer. Customer obtains no rights in the Company Marks except for the limited right described in the preceding sentence, and Company retains all right, title, and interest in the Company Marks.

 

14. Miscellaneous

 

a. Entire Agreement

This Agreement, together with the Order Form and Statement of Work (if any), and any other documents incorporated herein by reference and all related Exhibits, constitute the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date, including, but not limited to (a) the Order Form and (b) the Statement of Work; and (iii) third, any other documents incorporated herein by reference.

 

b. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the signing page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

 

c. Force Majeure

In no event shall Company be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Company's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

 

d. Amendment and Modification; Waiver

No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.

 

Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

e. Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible

 

f. Governing Law; Submission to Jurisdiction; No class Actions

This Agreement is governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. It is the intention of both Parties to use reasonable best efforts to informally resolve, where possible, any dispute, claim, demand or controversy arising out of the performance of this Agreement by mutual negotiation and cooperation, a period of which shall be no less than five (5) business days from first notice of any such dispute. In the event that the Parties are unable to informally resolve any such dispute, including relating to this Agreement, both Company and Customer agree that all disputes arising out of, or relating to this Agreement or the subject matter of this Agreement, including the formation, interpretation, breach or termination of the Agreement, shall be fully resolved by confidential, binding arbitration conducted by a single, neutral, mutually agreed upon arbitrator in Austin, Texas through the American Arbitration Association ("AAA") and in accordance with its then current Commercial, or other applicable, Arbitration Rules’ expedited procedures for resolution pursuant to Texas law.

 

The arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16), and judgment on the award may be entered by any court having jurisdiction. The arbitrator shall not limit, expand, or modify the terms of the Agreement, nor award damages in excess of compensatory damages, and Customer waives any claim to excess damages. A request by Customer to a court for interim protection shall not affect my obligation hereunder to arbitrate. I shall bear my own expenses and an equal share of all costs and fees of the arbitration. An arbitrator selected shall be competent in the legal and technical aspects of the subject matter of this Agreement. The content and result of the arbitration shall be held in confidence by all participants, each of whom will be bound by an appropriate confidentiality agreement. The arbitrator’s decision is final, and it is not subject to appeal unless the claim is related to evident partiality, fraud, corruption, pertinent and material evidence, and acts exceeding the power of the arbitrator.

 

g. Assignment

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

 

h. Equitable Relief

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. Such breaches are also not subject to the arbitration requirements in Section 14(f).

 

i. Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

 

j. No Agency or Partnership
No agency, partnership, joint venture or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.

 

k. Privacy & Use Restrictions
Customer and its Users shall comply with Company’s Acceptable Use Policy (the “AUP”) and its Privacy Policy, as applicable to the Company’s Services and/or Products Customer uses. Company reserves the right to amend the AUP and Privacy Policy, from time to time, with 7 days’ advance written notice by email or registered mail to Customer, provided that Customer may terminate this agreement without penalty as during such seven-day notice period in response to any proposed material amendment to the AUP policy. Company reserves the right to suspend the Services or terminate this Agreement effective upon notice for a violation of the AUP and/or Privacy Policy.

 

l. Audit
Customer agrees that Company may, upon reasonable suspicion of improper usage of Company Data or the violation of the terms of this Agreement during the Term and for a period of two (2) years following the termination or expiration of the Agreement, audit Customer for the sole purpose of verifying that Customer has complied with the terms of this Agreement. Any such audit may include, but is not limited to, at Company’s request, supplying mailing samples or telemarketing scripts for any marketing program for which Customer has used or intends to use the applicable Company Data. Any such audit shall, in each instance, be preceded by at least five (5) business days’ advance written notice. Company will be solely responsible for its costs and expenses of such audit; provided, however, Customer will pay the reasonable costs and expenses of such audit and any applicable charges if the audit reveals that Customer has not complied with the terms of the Agreement.

 

15. US Government Rights

The Company's SAAS Products and related Services, including TextOut and RunningMate, are a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the U.S. government or any contractor therefor, Customer only receives those rights with respect to the Services as are granted to all other end users under license, in accordance with (i) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors; or (ii) 48 C.F.R. § 12.212, with respect to all other U.S. government Customers and their contractors.

EXHIBIT A - Civitech Customer Support

To request support, please submit an email to support@civitech.io. Our dedicated support team is available Monday through Friday, from 8AM to 8PM Eastern Time (ET). To expedite the resolution of your issue, please include the following details in your support request:

 

Detailed Description of the Issue: Explain what happened and the problem you're facing.

URL of the Incident: The exact location (web address) where the issue occurred.

Date and Time of Incident: When the issue took place, including the time zone.

Browser Details: The web browser you were using when the incident happened.

Add-ons/Extensions: Any browser add-ons or extensions you have installed.

Error Messages and Screenshots: If applicable, include error messages and screenshots.

Steps to Reproduce the Issue: Describe the steps you took that led to the problem.

 

Service Level Table

 

Issue	Definition	Response and Resolution
Critical Technical Bug	• Issue that prevents all use of the Services by the Customer; • Has a critical impact on Customer’s business operations; and  • No readily available workaround.	Response Time:  One hour from receipt of Customer’s notification of Issue Resolution Time:  One business day from receipt of Customer’s notification of Issue
Major Technical Bug	• Otherwise Critical Issue but a workaround is available; • Some but not all functionality unavailable; and  • Issue materially degrades significant aspects of Customer’s business operations.	Response Time:  Two hours from receipt of Customer’s notification of Issue Resolution Time:  One week from receipt of Customer’s notification of Issue
Minor Technical Bug	• Issue that impairs some but not all the Customer’s use of the Services, but does not substantially affect Customer’s business operations	Response Time:  One business day from receipt of Customer’s notification of Issue Resolution Time:  At the Company’s complete discretion
Requested Enhancements	• Suggested change to existing functionality and requests for new functionality; and • All existing functionality is still available.	Response Time:  One business day from receipt of Customer’s request Resolution Time:  At the Company’s complete discretion
Basic Support Requests	• Questions about how to properly use the platform, including general inquiries, guidance on features, or best practices for utilizing the Services.	Response Time:  One business day from receipt of Customer’s request Resolution Time:  Determined on a case-by-case basis, typically resolved within a few days or provided via existing documentation