Welcome to Civic Technologies and our Benefits Partnership Terms of Service (“Terms” and “Agreement”). These Terms describe your rights and responsibilities as well as the usage of potentially sensitive employee information as part of the Services provided by Civic Technologies (the “Services”) and form a binding contract between you and your organization (“Customer,” “You,” and “Your”) and Civic Technologies, our subsidiaries or other affiliates (collectively, “Civic,” “We,” “Our” and “Us”). Please read them carefully. By accessing and using any part of the Services, websites, mobile applications (“Sites”), You agree to become bound by the terms of this Agreement and all other terms incorporated by reference herein. Each time that You access or use the Services, You signify that you have read, understand, and agree to be bound by this Agreement. Our acceptance is expressly conditioned upon Your assent to all the terms and conditions of this Agreement, to the exclusion of all other terms.
The Services help individuals (the “End Users”) monitor and protect their identities. These Terms govern the relationship between Civic Technologies and the Customer wishing to offer these Services to their employees who in turn become the End Users of the Services. These terms are distinct from the Terms and Conditions of Use governing the rights and responsibilities of End Users which are provided to each End User when they create an account that enables them to make use of and benefit from the Services.
1. The Nature of the Agreement
The Services offered by Us are not targeted toward or intended for use by anyone under the age of 18. By accepting the Terms, and/or using the Services, You acknowledge your understanding of the Agreement. In addition, you represent and warrant that You: (a) have the necessary authority to enter into the Agreement on behalf of Customer; (b) are 18 years of age or older, (c) are a legal resident of the United States, (d) have not been previously suspended or removed from the Sites, or engaged in any activity that could result in suspension or removal from the Sites, and (e) agree that entering into these terms does not violate or conflict with any other agreement to which You are a party. In addition, You consent to having this Agreement provided to you in electronic form and that all agreements, notices, disclosures, and other communications We provide to You electronically satisfy any legal requirements that such communications be in writing. You expressly consent to our communicating with You about the Services using the contact or Account information You provide to us.
2. Customer Account
Civic will create and manage an account for You, or the Customer may be required to set up an account to manage the Services (“Account”). Individuals authorized by Customer may grant access or submit information to Us, (such as requests, messages, or data files that may include Customer’s employee information) (collectively “Customer Data”) so that We may provide the Services. You may also provide instructions regarding the use, dissemination, access, or disposal of Customer Data. For example, You may request that Civic change the subscription or billing details for Customer which may subsequently affect End Users affiliated with Customer.
If Customer has set up and/or is managing their Account, Customer is responsible for all activity occurring through the Account, whether authorized by You or not. Therefore, be sure to protect the confidentiality of Your Account password. We are not liable for any loss or damage arising from Customer’s failure to protect its password or Account information. You agree that you will immediately notify Us of any unauthorized use of Customer’s password or Account, or any other breach of security.
We may review Customer’s conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer chooses to use the Services to store or process any Customer Data.
3. End User Subscriptions
A subscription is necessary for an End User to access certain parts of the Services. As part of the relationship with Civic, Customer may elect to cover all or part of these subscription costs for End Users affiliated with Customer. Additionally, Civic may offer preferred rates to End Users on the basis of their affiliation with Customer. Civic will extend Services to the End User and commence the subscription only after the End User has accepted the Terms and Conditions of Use, had their identity verified by Civic, and, if applicable, provided payment information to Civic.
By agreeing to these Terms, Customer accepts the responsibility to cover subscription costs of affiliated End Users (i.e. employees of Customer) as indicated during Customer enrollment with Civic or based on future requests by Customer where agreed to by Civic.
4. Fee Obligations and Payment Terms
Customers purchase the Services as full or partial subscription coverage for groups of End Users. Monthly subscription fees are determined by the aggregate number of covered End Users with active plan subscriptions. These fees will be prorated per End User based on the date of active subscription. Customer changes to subscription coverage rates may not take effect until for 30 days or the month following the month in which the change was made.
Payment obligations are non-cancellable and non-refundable. Invoices are due and payable in US Dollars within thirty (30) days from the invoice date. Overdue balances are subject to interest at the rate of one and one-half percent (1.5%) per month, or the highest rate allowable by law, whichever is less. In the event Customer fails to make timely payment, Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Us in collecting such amounts.
If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, after providing Customer ten (10) or more days’ prior notice that its account is overdue, downgrade or suspend any fee-based Services belonging to affiliated End Users until such time as those amounts are paid in full, without limiting our other rights and remedies. Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data and affiliated End User functionality.
Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income.
5. Promotions, Credits, and Special Rates
Civic reserves the right to extend special rates, credits, or other additions to Services on a case by case basis (collectively, “Promotions”). Such activities create no implicit guarantee, warranty, or promise to Customer, unless defined in terms in an Addendum to this Agreement signed and executed by Civic and Customer. Additionally, Promotions for a Customer vary and are based on numerous factors; a promotion to one Customer is not an offer to any other Customer and should not be seen as such. Any credits that may accrue to Customer’s Account as part of a Promotion will expire following expiration or termination of the applicable Agreement, will have no currency or exchange value, and will not be transferable or refundable.
6. Civic’s Responsibilities
Providing the Services
We will (a) make the Services available to Customer as described herein; and (b) not use or process Customer Data for any purpose outside of offering our Services to affiliated End Users or with Customer’s prior written instructions. Note that “prior written instructions” will be deemed to include use of the Sites and Services and information sent to the contact or Account information You have provided and any processing related to such use or otherwise necessary for the performance of this Agreement.
Provided Customer does not breach any of the terms of this Agreement, we will not materially decrease the functionality of any of the Services provided during a subscription term.
Keeping the Services Available
For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavor to provide Customer with advance notice (e.g., through the Services), if we think it may exceed five (5) continuous minutes.
Protecting Customer Data
We take the security of your information very seriously. We take commercially reasonable measures to maintain administrative, physical, and technical safeguards to protect Customer Data and your Account from unauthorized access or disclosure. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control or when Customer chooses to use unencrypted gateways (e.g., IRC/XMPP clients) to connect to the Services.
Use of Contractors and Other Non-Employee Personnel
We may leverage third party affiliates and contractors in exercising our rights and performing our obligations under this Agreement (these “Civic Affiliates”). We will be responsible for these individual’s compliance with our obligations under this Agreement.
7. Ownership and Proprietary Rights
Ownership of Customer Data
Customer owns all Customer Data it provides to Us. Subject to the terms and conditions of this Agreement, Customer grants Civic a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law, and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its employees/End Users as may be necessary to grant this license.
Ownership of Civic Services and Intellectual Property
Civic’s Services and Sites, including, but not limited to text, photographs, graphics, images, and other materials (together “Content”) is owned by Civic, and is protected by laws governing copyrights, patents, trademarks, trade secrets and/or other proprietary rights. You agree not to copy, reproduce, publish, transmit, distribute, perform, sell, create derivative works of, or in any way exploit, any of the Content, Sites or the Services, in whole or in part, without Civic‘s prior written consent. All right, title and interest in and to the Sites and Services is and will remain the exclusive property of Civic. Except for allowing you to use the Services as set forth herein, when you use the Services, You are not receiving a license or any other rights, including intellectual property or other proprietary rights of Civic.
8. Term and Termination
As further described below, End User subscriptions may continue until individually terminated regardless of affiliation with Customer; however, the rates and fees of these subscriptions may be adjusted at Civic’s sole discretion for reasons including but not limited to, termination of this Agreement, Customer opting to pay reduced rates for the Services on behalf of the End Users, etc. This Agreement remains effective until and unless terminated as described below.
a) Either party may terminate the Contract upon notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. We may terminate the Contract immediately upon notice to Customer if we reasonably believe that the Services are being used by Customer in violation of applicable law.
b) Either party may terminate this Agreement at any time by providing at least ninety (90) days prior notice to the other party. We may also terminate any End User’s account as described in the Terms and Conditions of Use regardless of affiliation with Customer.
Effect of Termination
If Customer terminates this Agreement or if Civic terminates this Agreement per (1) above, Customer will pay any unpaid fees covering the remainder of the term of covered subscriptions after the effective date of termination for up to forty-five (45) days. In no event will any termination relieve Customer of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
Upon termination by Civic per (2) above, and should the effective termination date not coincide with the fee payments, Civic agrees to prorate fees for any End User subscriptions covered by Customer in the final month. Customer’s payment obligations survive termination until this fee is paid.
Data Portability and Deletion
Following termination or expiration of this Agreement, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete Customer’s Account and all Customer Data in our systems or otherwise in our possession or under our control.
From time to time, Civic may make statements about the future addition of services or new offerings that alter or improve the Services. Our public statements about these plans are an expression of intent, but Civic does not guarantee the delivery of these plans and reserves the right to change such statements. If Customer decides to enter into this Agreement with Civic, that decision should be based on the functionality or features we have made available today and not on the delivery of any potential future functionality or features.
Use of Feedback and Suggestions
Civic welcomes any feedback, comments, ideas, concepts or suggestions (“Feedback”) towards improving the Services. Any Feedback you may provide regarding the Sites or Services is entirely voluntary, and we will be free to use such Feedback for any purpose whatsoever, in any media, throughout the world and in perpetuity, and without any compensation, attribution or other obligation to you.
Partner Services and External Content
Our Services entail a platform which includes a number of services managed by third parties (collectively, “Third Party Services”). Notwithstanding anything contrary to the Terms herein, Customer acknowledges these Third Party Services may be subject to separate license terms, in which case those license terms will govern an End User’s access and use of Third Party Services and the End User will need to accepts those terms prior to use of those Third Party Services.
We may link to web pages and content from third parties through the Sites and Services (collectively, “Third Party Content”). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties, and that Civic is not responsible or liable in any manner for such interactions or Third Party Content.
10. Representations; Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CIVIC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. Any past results received by You with respect to the Services are not indicative of future results. While We will do everything in Our power to get you the intended results, there are a number of factors outside of our control.
11. Limitation of Liability
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, WHICH SHALL NONETHELESS BE CAPPED AT $1 MILLION DOLLARS, IN NO EVENT WILL EITHER CUSTOMER’S OR CIVIC AND CIVIC AFFILIATS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER CUSTOMER OR CIVIC BE LIABLE FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Customer is responsible for all login credentials, including usernames and passwords. We will not be responsible for any damages, losses or liability to Customer, or anyone else, if such information is not kept confidential by Customer, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.
Our Indemnification of Customer
We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against Us for any Claim Against Customer.
Customer’s Indemnification of Us
Customer will defend Civic and Civic’s respective agents, officers, directors, employees, affiliates and subcontractors (collectively, the “Civic Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s violation of this Agreementor use of the Services (a “Claim Against Us”), and will indemnify the Civic Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Civic Indemnified Party in connection with or as a result of, and for amounts paid by a Civic Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Customer’s defense and settlement of such matter. This section states your sole liability with respect to, and the Civic Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.
Limitations On Indemnifications
Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
Except as provided to the contrary herein, those provisions of the Agreement that by their nature and context (i.e., the indemnification provisions) are intended to survive the termination of this Agreement, shall survive any termination of this Agreement. General Provisions
Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to firstname.lastname@example.org stating that it does not wish to be used as a reference.
16. Force Majeure
Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
17. Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to Civic will be sent to email@example.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
As our business evolves, we may need to make changes, revisions and/or modifications to these Terms. If we make a material change to the Agreement, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s Account or by messaging Customer through the Services. Customer can review the most current version of the Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by updating its Account or contact information as appropriate and notifying Civic of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Agreement upon written notice to the assigning party. In the event of such a termination by Customer, We will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
23. Governing Law
The Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
24. Venue; Waiver of Jury Trial; Fees
The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
25. Entire Agreement
The Agreement, including all referenced pages constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
26. Contacting Civic
Please feel free to contact us if you have any questions at firstname.lastname@example.org