CIVICPRO TERMS OF SERVICE
The Agreement shall be effective as of the date you complete your Form or are otherwise granted access to CivicPro’s Services. You may use the Services only in compliance with these Terms and only if you have the power and legal ability to form a contract with CivicPro.
1. USING CIVICPRO
1.1. Your CivicPro Account. When you create your CivicPro account, you must provide us with accurate and complete information. If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.
1.2. Ownership & Proprietary Rights. You acknowledge that the Services and Data (“Data” means all information made available through the Services that is not in the public domain at the time you complete a Form or otherwise obtain your free access to CivicPro) are protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or developed in the future. You agree to comply with all intellectual property laws and you shall not directly or indirectly assert any rights to the Services and Data or seek to reverse engineer the Services and Data.
You are granted the limited, non-exclusive, non-transferable, non-licensable right to use the Services and Data during the subscription term, and to electronically copy or print portions of the Data for your use only.
You may not copy, download, distribute, retransmit, resell, scrape, crawl, data mine, or use any other data gathering or extraction tools, or otherwise use the Services and Data or any portion thereof, except as expressly permitted by this Agreement or with CivicPro’s prior written permission.
Unless expressly stated herein, these Terms do not confer any license to intellectual property rights, whether by estoppel, implication or otherwise.
The rights conferred by this Agreement are revocable at any time.
1.3. Updates. You agree that we may automatically upgrade the Services, and these Terms will apply to such upgrades.
1.4. Suspension of Services. CivicPro may, without limiting CivicPro’s other rights and remedies, suspend or terminate your access to the Services if CivicPro reasonably determines that: (a) there is a threat or attack on the site hosting the Services (including a denial of service attack) or other event that may create a risk to the Services or any user of the Services; (b) your use of the Services disrupts or poses a security risk or risk of harm to CivicPro or any user of the Services, or may subject CivicPro or any third party to liability; (c) CivicPro reasonably believes that your use of Services violates any applicable law or regulation, or this Agreement. CivicPro will have no liability for any damage, liabilities, losses or any other consequences that you may incur as a result of any service suspension. A suspension under this Section 1.4 will not terminate this Agreement or relieve you of any of your obligations or liabilities under the Agreement.
1.5. Your Content. CivicPro allows you to post content, including comments and other materials. Anything that you post or otherwise make available through the CivicPro website is referred to as “User Content.” You retain ownership of, and are solely responsible for, the User Content you post to CivicPro. By default your User Content is private and viewable only by you, and CivicPro will not publicly share or publicly display such User Content. CivicPro may enable you to post to publicly accessible areas, and such posts may be viewable by other users of the Services and may be viewable through third party services and websites. When posting in publicly accessible areas you should only provide content that you are comfortable sharing with others under these Terms. Additionally, CivicPro may enable you to share your User Content with others, and you should only share what you are comfortable sharing with others under these Terms.
Subject to the foregoing, you hereby grant to CivicPro a non-exclusive, irrevocable, perpetual, royalty-free, transferable, sublicensable, worldwide license to store, reproduce, adapt, modify, create derivative works of, publish, transmit, display and distribute your User Content, and to otherwise use any of your User Content as CivicPro may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Services and future improvements. You agree that this license includes the right for CivicPro to make your User Content available to others for the publication, distribution, syndication, or broadcast of such User Content on other media and services. Such additional uses by CivicPro or others may be made with no compensation paid to you with respect to the User Content that you post or otherwise make available through Services.
Additionally, by uploading content to the site, you warrant, represent and agree that you have the right to grant CivicPro the license described above and that you have not and will not contribute any User Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless the trade secret belongs to you or you have the owner's permission to disclose it, (c) infringes any intellectual property right of another or the privacy or publicity rights of another, (d) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (e) creates an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity; (f) contains other people's private or personally identifiable information without their express authorization and permission, and/or (g) contains or links to a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
CivicPro reserves the right in its discretion to remove any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law.
Following termination or deactivation of your account, or if you remove any of your User Content from CivicPro, that User Content will no longer be accessible from your account, but may be accessed from other user accounts if it has been shared with others and they have not deleted it. CivicPro may also continue to retain and use any User Content deleted from your account and any User Content associated with your account after termination or deactivation, for as long as it is necessary to provide products and services to you and others, including those described above.
All User Content is the sole responsibility of the person who originated such User Content. We may not monitor or control the User Content posted via Services. Any use of or reliance on any such User Content by you is at your own risk. Under no circumstances will CivicPro be liable in any way for any User Content.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of CivicPro, its users and the public.
2. FREE/PAID ACCESS
2.1. Open Plan/Trial Access. CivicPro retains sole discretion over whether to grant or deny free access to any of the Services, or to grant any request for a free trial of any of the Services. Nothing in this Agreement shall be construed to obligate CivicPro to grant or continue free access to any of the Services. If you have been granted a free trial of certain features and/or content within the Services, your access to those features and/or content shall terminate at the end of the trial period, or at any earlier or later date as determined by CivicPro.
2.2. Paid Subscription. CivicPro offers paid subscriptions and/or enterprise plans. If you upgrade your free or trial access or Open Plan by making a purchase of a subscription and/or enterprise plan, (i) you shall pay for the relevant plan upfront unless CivicPro agrees in writing to an alternate payment schedule; (ii) all fees paid are nonrefundable; (iii) quantities purchased cannot be decreased during the relevant subscription term. If paying by credit card, you will provide CivicPro with valid and updated credit card information and you authorize CivicPro to charge such credit card for your initial subscription and any renewal subscriptions.
IMPORTANT: Your subscription will renew automatically for additional periods unless you contact CivicPro and cancel or change your subscription before your card is charged for the next period’s access.
2.3 Educational Access. “Educational Access” means free access to various features of CivicPro as determined by CivicPro in writing, for use in connection with scholarship and/or teaching at an educational institution. Upon being granted Educational Access to CivicPro you agree that you will only use CivicPro for educational, non-commercial purposes.
3. TERM AND TERMINATION
3.1. Term of Agreement. This Agreement shall remain in full force and effect for the duration of your free access to CivicPro or for the duration of any active subscription term (initial and renewal terms) unless this Agreement is terminated earlier pursuant to this Agreement.
3.2. Termination for breach. CivicPro may terminate this Agreement immediately upon giving written notice of termination to you if you commit a material breach of this Agreement. You may terminate this Agreement (a) immediately upon giving written notice of termination after receiving notice of any amendment (as permitted under section 6.7) which contains new terms that materially alter the terms of this Agreement and are unacceptable to you; (b) upon prior written notice to CivicPro if CivicPro is in material breach of this Agreement and fails to cure such breach within 60 business days of receipt of such written notice.
Termination for convenience. This provision 3.2 does not limit CivicPro’s right to suspend or terminate your access to the Services for any reason as set forth in this Agreement. CivicPro may terminate this agreement for any reason upon written notice to you.
3.3. Survival. Sections 1.5 (Your Content), 2 (Free/Paid Access), 4 (Proprietary Rights in Feedback), 5 (Disclaimers), and 6 (General Provisions) shall survive any termination or expiration of this Agreement.
4. PROPRIETARY RIGHTS IN FEEDBACK
4.1. Ideas and Concepts. All title, ownership rights, and intellectual property rights concerning any ideas, concepts, suggestions, materials and the like that you provide to CivicPro concerning Services shall become the exclusive property of CivicPro and may be used for its business purposes in its sole discretion without any payment or attribution to you.
5. WARRANTIES, DISCLAIMERS AND LIMITATIONS
5.1 Disclaimer of Warranties and Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANT OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. CIVICPRO PROVIDES THE SERVICES SOLELY FOR INFORMATIONAL PURPOSES TO YOU AND ALL USAGE OF THE DELIVERABLES BY YOU IS AT YOUR OWN AND SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY USE OF SUCH INFORMATION. CIVICPRO SHALL HAVE NO LIABILITY FOR ANY DAMAGES THAT MAY RESULT FROM YOUR USE OR INTERPRETATION OF THE SITE OR SERVICES, OR FAILURE OR INABILITY TO USE THE SITE OR SERVICES.
IN NO EVENT WILL CIVICPRO BE LIABLE FOR ANY DAMAGES FOR LOSS OF USE, LOST PROFITS, REVENUES, BUSINESS LOSS OR ANY INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CIVICPRO’S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO YOU UNDER THESE TERMS SHALL BE LIMITED TO THE CONSIDERATION PAID OR PAYABLE BY YOU TO CIVICPRO FOR THE USE OF SITE OR SERVICES. YOU FURTHER AGREE TO RELEASE ANY THIRD PARTY CONTRIBUTORS THAT MAY CONTRIBUTE CONTENT TO THE CIVICPRO DATA AND SERVICES FROM ALL LIABILITY REGARDING THE DATA AND SERVICES AND AGREE THAT ANY AGREEMENTS BETWEEN YOU AND ANY PARTY CONCERNING CIVICPRO DATA AND/OR SERVICES WILL CONTAIN A CLAUSE RELEASING ANY CONTRIBUTOR FROM WHICH CIVICPRO MAY HAVE ACQUIRED CONTENT FROM ALL LIABILITY REGARDING THE DATA AND SERVICES.
FURTHER, THE SERVICES MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES, ADVERTISERS, SERVICES, SPECIAL OFFERS, OR OTHER EVENTS OR ACTIVITIES THAT ARE NOT OWNED OR CONTROLLED BY CIVICPRO. CIVICPRO DOES NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SITES, INFORMATION, MATERIALS, PRODUCTS, OR SERVICES. IF YOU ACCESS ANY THIRD PARTY WEBSITE, SERVICE, OR CONTENT FROM CIVICPRO, YOU DO SO AT YOUR OWN RISK AND YOU AGREE THAT CIVICPRO WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO YOUR USE OF OR ACCESS TO ANY THIRD-PARTY WEBSITE, SERVICE, OR CONTENT.
CIVICPRO MAKES NO WARRANTY THAT ACCESS TO CIVICPRO WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE. NOR DOES CIVICPRO MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL OR OTHER THIRD PARTY WEB SERVICE. YOU ACKNOWLEDGE THAT THE PROVISION OF INTERNET BASED SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF CIVICPRO DATA. CIVICPRO SHALL NOT BE LIABLE FOR UNAVAILABILITY OF THE SERVICES DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING ACTS OF GOD, WAR, ACTS OF GOVERNMENT, ACTS OF TERROR, CIVIL UNREST, FIRES, FLOODS, EARTHQUAKES, INTERNET SERVICE PROVIDER FAILURE OR DELAY, OR DENIAL OF SERVICE ATTACK.
6. GENERAL PROVISIONS
6.1. Security. While we take the security of our site extremely seriously, CivicPro cannot guarantee that third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.
6.2. Notices. Except as otherwise specified in this Agreement, all notices to CivicPro under this Agreement shall be in writing and sent via email to CivicPro at firstname.lastname@example.org, and all notices to you under this Agreement shall be in writing and sent via email to you at the email address you provided upon creating your CivicPro account. Each party may change its email address by written notice to the other in accordance with the provisions of this Section.
6.3. Time Limitations. To the extent allowed by applicable law, you and CivicPro agree that any claim or cause of action relating to this Agreement be brought within one (1) year from the date on which such claim or action arose, or such claim or cause of action will be irrevocably waived.
6.4. Governing Law and Exclusive Jurisdiction. This Agreement will be governed by the law of the state of Florida, without regard to conflicts of law provisions. Each party agrees the state and federal courts for/in Miami-Dade County, FL will have exclusive jurisdiction over any claim arising out of this Agreement.
6.5. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
6.6. The Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, proposals or representations, written or oral, concerning its subject matter. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in effect. Neither this Agreement nor any part or portion hereof may be assigned, sublicensed, or otherwise transferred by you without CivicPro’s prior written consent.
6.7. We reserve the right to revise these Terms without notice to you. If the revision, in our sole discretion, is material we will notify you via posting to our website or e-mail to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms. The Services are operated and provided by Civic Incite, LLC, a Florida Limited Liability Company, d/b/a CivicPro, 304 Indian Trace, #534, Weston, FL 33326.