Introduction

THESE TERMS AND CONDITIONS (THE "TERMS") ARE A LEGAL CONTRACT BETWEEN YOU AND CIVIC 365, LLC. ("CIVIC 365", "WE" OR "US"). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: www.civic365.com ("SITE"). BY USING OUR SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE OUR SITE OR ANY INFORMATION CONTAINED ON OUR SITE.

You need not enroll as a member to just visit and view our Site. However, if you elect to obtain or use any voter purge monitoring services, mobile applications or other products or services from us (each referred to as a "Service") you must register for or enroll in the Service and agree to applicable guidelines, terms and agreements ("Service Terms"). If any of the these Terms are inconsistent with the Service Terms for the service you have ordered, the Service Terms will control with respect to that specific Service only.

Changes

WE MAY CHANGE, UPDATE, OR ADD OR REMOVE PROVISIONS OF THESE TERMS AT ANY TIME BY POSTING THE UPDATED TERMS ON OUR SITE. YOUR USE OF OUR SITE AFTER WE HAVE UPDATED THE TERMS SHALL CONSTITUTE YOUR ACCEPTANCE OF ALL OF THE UPDATED TERMS. IF YOU DO NOT AGREE WITH ANY OF THE UPDATED TERMS YOU MUST STOP USING THE SITE

Eligibility

By using our Site, you represent, acknowledge and agree that you are at least 18 years of age.

User Representations

By using the Site, you represent and warrant that:
  • all registration information you submit will be true, accurate, current, and complete;
  • you will maintain the accuracy of such information and promptly update such registration information as necessary;
  • you have the legal capacity and you agree to comply with these Terms and Conditions;
  • you are not under the age of 18;
  • not a minor in the jurisdiction in which you reside;
  • you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
  • you will not use the Site for any illegal or unauthorized purpose;
  • your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

Privacy Policies

Please review the privacy policy which is available here (the "Privacy Policy"). The Privacy Policy is incorporated by reference into these Terms and explains how we use and share information that we collect or that you provide to us through our Site.

General Use

We provide content through our Site that is our copyrighted and/or trademarked work or that of our third-party licensors and suppliers or other users of our Site (collectively, the "Materials"). Materials may include logos, graphics, video, images, software and other content

Subject to your compliance with these Terms, we hereby grant you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use our Site solely for your personal use. Except for this license, you have no other rights in our Site or any Materials and you may not in any manner modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any portion of our Site or Materials.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

Links to Third-Party Sites

Our Site may be linked to other web sites operated by one or more third-parties (collectively, "Third-Party Sites"). Certain areas of our Site may allow you to interact with Third-Party Sites and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on our Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or business practices than we do, and you further acknowledge and agree that your use of Third-Party Sites is governed by that Third-Party Site's privacy policy and/or terms and conditions, if any. We may provide you with links to the Third-Party Sites as a convenience, but we do not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, privacy policy compliance, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.

Prohibited Activities

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

When using our Site, you agree not to:
  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or that depicts cruelty to animals.
  • Post any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access our Site.
  • Take any action that imposes an unreasonable or disproportionately large load on our Site or infrastructure.
  • Alter the opinions or comments posted by others on our Site.
  • Post anything contrary to our public image, goodwill or reputation.
  • Use the Site in any way that is harmful to us or third parties, infringes on the property rights of us or others, or otherwise violates applicable laws.

This list of prohibitions provides examples and is not complete or exclusive. We reserve the right to terminate your ability to post to our Site with or without cause and with or without notice, for any reason or no reason, or for any action that we determine is inappropriate or disruptive to our Site or to any other user of our Site.

We may report to law enforcement authorities any actions that may be illegal, and any reports we receive of such conduct. When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity related to our Site or in connection with our services.

You agree to indemnify and hold us, and our officers, directors, employees, affiliates, agents, licensors, and business partners, harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) that we, or any other indemnified party, suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of our Site (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

Submissions

Certain features of our Site may allow you to submit comments, ideas or other unique content. You are responsible for all content or material that you submit, upload, post or otherwise make available on or through our Site (each a "Submission"). You may not upload, post or otherwise make available on our Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.

Unless otherwise explicitly stated herein or in our Privacy Policy, you agree that any Submission provided by you in connection with our Site is provided on a non-proprietary and non-confidential basis. You hereby grant us a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the Submissions. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through our Site.

Those prohibitions do not require us to monitor, police or remove any Submissions or other information submitted by you or any other user.

Proprietary Rights

"Civic 365" and variations thereof, are our trademarks in the United States. Other trademarks, names and logos on our Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on our Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Civic 365, LLC., Copyright © 2019. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to us, whether by letter, email, telephone, or otherwise (collectively, "Feedback"), suggesting or recommending changes to our services, our Site or the Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever.

Intellectual Property Infringement

We respect the intellectual property rights of others, and we ask you to do the same. We reserve the right to terminate the account or access of any user of our Site who we believe, in our sole discretion, is a repeat infringer or copyright or another intellectual property right.

Disclaimer of Warranties

Your use of our Site is at your own risk. We have not verified or authenticated the Materials in whole or in part and they may include inaccuracies or typographical or other errors. We do not warrant the accuracy of timeliness of the Materials contained on this Site. We have no liability for any errors or omissions in the Materials, whether provided by us, our licensors or suppliers or other users.

STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE AND MATERIALS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WE DO NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. THERE MAY BE ADDITIONAL DISCLAIMERS OF WARRANTIES IN SERVICE TERMS APPLICABLE TO SERVICES.

Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, CIVIC 365 AND OUR AFFILIATES OR THEIR RESPECTIVE LICENSORS, LICENSEES, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXTRAORDINARY, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER ARISING), ARISING OUT OF, RELATING TO OR RESULTING FROM YOUR USE OR INABILITY TO USE OR ACCESS THE SITE OR THE MATERIALS, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR MATERIALS OR WITH ANY PROVISION OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE SITE AND MATERIALS.

Local Laws; Export Control

We control and operate our Site from our headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use our Site outside the United States of America, you are responsible for following applicable local laws. By using the Site, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Jurisdiction

These Terms and the Site will be governed by the laws of the State of Tennessee, without regard to any laws that would direct the choice of another state's laws and, where applicable, will be governed by the federal laws of the United States. Foreign laws do not apply.

Binding Arbitration

Any dispute brought by you shall be exclusively resolved by binding arbitration.

YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org .

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules.

The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party.

The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Washington County, Tennessee.

Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Washington County, Tennessee, and the Parties hereby consent to, and waive all defenses of lack of, personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

Indemnification

You will indemnify and hold Civic 365 (and our officers, directors, agents, subsidiaries, joint ventures, licensees, employees, and third-party partners) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms, or your violation of any law or regulation, or the rights of any third party.

Electronic Communications, Transactions, and Signatures

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Contact Us

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at info@civic365.com

General

Neither these Terms, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without our prior written permission. Any purported assignment without such permission shall be void. Any waiver of our rights under these Terms must be in writing, signed by Civic 365, and any such waiver shall not operate as a waiver of any future breach of these Terms. In the event any portion of these Terms is found to be illegal or unenforceable, such portion shall be severed from these Terms, and the remaining terms shall be separately enforced. Our failure to enforce any of these Terms is not a waiver of such term. Your use of the Site shall at all times comply with all applicable laws, rules, and regulations. These Terms, and all documents incorporated into these Terms by reference, are the entire agreement between the parties with respect to this subject matter, and supersede any and all prior or contemporaneous or additional communications, negotiations, or agreements with respect thereto. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. We prefer to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by us, may result in immediate termination of your access to our Site without prior notice to you. We reserve the right to terminate or modify the Site or Materials, as well as your access to the Site or Material or any Submissions, at any time, without prior notice.

If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them.

You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.