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Terms and Conditions

Effective Date: February 1, 2023

These Terms of Service (the “Terms”) constitute a legally binding agreement between you (“Customer,” “User,” “you,” or “your”) and CiviClick, Inc., a Delaware corporation (“CiviClick,” “Company,” “we,” “us,” or “our”), governing your access to and use of the CiviClick platform, including all websites, hosted applications, APIs, messaging tools, analytics dashboards, integrations, features, content, and related services (collectively, the “Service”).

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICE.

If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, and “Customer” refers to that entity.

1. Modification of Terms

CiviClick reserves the right, in its sole and absolute discretion, to modify or replace these Terms at any time. Revised Terms will be posted on the Service and will become effective immediately upon posting unless otherwise indicated.

Your continued access to or use of the Service following the posting of revised Terms constitutes your acceptance of such changes. It is your responsibility to review these Terms periodically.

2. Eligibility; Account Registration; Security

You represent and warrant that:

  • You are at least eighteen (18) years of age;
  • You are legally capable of entering into binding contracts;
  • All registration information provided is accurate and complete.

You are solely responsible for:

  • Maintaining the confidentiality of account credentials;
  • All activities conducted under your account;
  • Ensuring compliance by your employees, contractors, agents, and end users.

You must promptly notify CiviClick of any unauthorized use or security breach. CiviClick shall not be liable for any loss resulting from unauthorized access caused by your failure to safeguard credentials.

3. Subscription Terms; Fees; Payment

3.1 Subscription Grant

Subject to your compliance with these Terms and payment of all applicable fees, CiviClick grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Service solely for your internal business purposes.

No ownership rights are conveyed.

3.2 Fees and Billing

All fees are due and payable in advance unless otherwise stated in an applicable order form or subscription agreement (the “Subscription Agreement”). You authorize CiviClick to charge all fees to your designated payment method.

Late payments may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

CiviClick may suspend access for non-payment without liability.

3.3 Non-Cancelable; Non-Refundable

ALL FEES ARE NON-CANCELABLE AND NON-REFUNDABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Without limitation:

  • No refunds for early termination;
  • No refunds for suspension or termination due to breach;
  • No refunds for failure to use the Service;
  • No credits or prorations for unused portions of subscription periods;
  • No refunds for downtime within stated service parameters.

This provision survives termination.

3.4 Taxes

Fees are exclusive of all taxes, duties, and assessments. You are responsible for all such charges other than taxes based on CiviClick’s net income.

4. Automatic Renewal

Unless otherwise specified in writing, subscriptions automatically renew for successive renewal terms equal in length to the initial term.

You must provide written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

CiviClick reserves the right to adjust renewal pricing upon advance notice.

5. Acceptable Use; Regulatory Compliance

You agree to use the Service strictly in compliance with all applicable laws and regulations, including but not limited to:

  • CAN-SPAM Act
  • TCPA
  • CCPA and other privacy statutes
  • Federal and state election laws
  • International data protection laws

You represent and warrant that:

  1. You have obtained all required consents prior to sending communications;
  2. Your communications are truthful and not misleading;
  3. You will not transmit unlawful, defamatory, fraudulent, infringing, or malicious content;
  4. You will not use the Service to engage in harassment, phishing, or deceptive practices;
  5. You will not interfere with or disrupt the integrity of the Service.

CiviClick reserves the right to monitor usage and may suspend or terminate accounts at its sole discretion where it determines that continued use presents legal, regulatory, reputational, or operational risk.

6. Third-Party Services and Integrations

The Service may interoperate with third-party services (“Third-Party Services”). CiviClick does not control and is not responsible for:

  • The availability or performance of Third-Party Services;
  • Data handling practices of Third-Party Services;
  • Changes to third-party terms, pricing, or functionality.

Your use of Third-Party Services is at your sole risk and subject to separate agreements between you and such providers.

CiviClick disclaims all liability arising from Third-Party Services.

7. Intellectual Property Rights

All right, title, and interest in and to the Service, including all intellectual property rights, are and shall remain the exclusive property of CiviClick and its licensors.

Except as expressly permitted, you shall not:

  • Reverse engineer, decompile, or disassemble the Service;
  • Modify or create derivative works;
  • Use the Service to build a competing product;
  • Remove proprietary notices;
  • Access the Service to benchmark against competitors.

Any feedback you provide may be used by CiviClick without restriction or compensation.

8. Customer Data; License

You retain ownership of data submitted to the Service (“Customer Data”).

You grant CiviClick a worldwide, royalty-free, sublicensable license to host, process, transmit, analyze, display, and otherwise use Customer Data to:

  • Provide and maintain the Service;
  • Improve and enhance the Service;
  • Comply with legal obligations;
  • Enforce these Terms.

CiviClick may create anonymized and aggregated datasets derived from Customer Data for analytics and commercial purposes.

9. Marketing Rights

Unless otherwise agreed in writing, you grant CiviClick the right to identify you as a customer and use your name, logo, and trademarks in marketing materials.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIVICLICK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

  • MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • NON-INFRINGEMENT
  • TITLE
  • UNINTERRUPTED OR ERROR-FREE OPERATION

CiviClick does not warrant that the Service will meet your requirements or be secure or free of harmful components.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

IN NO EVENT SHALL CIVICLICK BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
  • LOST PROFITS OR REVENUE;
  • LOSS OF DATA;
  • BUSINESS INTERRUPTION;
  • PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

CIVICLICK’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limitations apply regardless of theory of liability and even if a remedy fails of its essential purpose.

12. Customer Indemnification

You shall defend, indemnify, and hold harmless CiviClick and its affiliates, officers, directors, employees, investors, and agents from and against any claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

  • Your use of the Service;
  • Your breach of these Terms;
  • Your violation of applicable law;
  • Communications sent via the Service;
  • Allegations that Customer Data infringes third-party rights.

CiviClick may assume exclusive control of the defense at your expense.

13. Suspension and Termination

CiviClick may suspend or terminate access immediately if:

  • You breach these Terms;
  • Payment is delinquent;
  • Your use creates legal or regulatory exposure;
  • Fraudulent or abusive conduct is detected.

Upon termination:

  • Access ceases immediately;
  • Data may be deleted after thirty (30) days;
  • All fees remain due;
  • No refunds shall be issued.

14. Dispute Resolution; Arbitration; Class Action Waiver

14.1 Governing Law

These Terms are governed by the laws of the State of Delaware.

14.2 Arbitration

Any dispute arising out of or relating to these Terms shall be resolved exclusively by binding arbitration administered by the American Arbitration Association in Wilmington, Delaware.

14.3 Class Action Waiver

YOU AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

14.4 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

14.5 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in the Delaware Court of Chancery for intellectual property or confidentiality violations.

15. Assignment

You may not assign these Terms without prior written consent.

CiviClick may assign these Terms without restriction, including in connection with mergers, acquisitions, or asset sales.

16. Force Majeure

CiviClick shall not be liable for delays or failures caused by events beyond its reasonable control.

17. Export Compliance

You agree to comply with all U.S. export control and sanctions laws.

18. Severability

If any provision is held unenforceable, the remaining provisions remain in full force and effect.

19. Entire Agreement

These Terms, together with any Subscription Agreement and Privacy Policy, constitute the entire agreement between the parties.

20. Contact Information

CiviClick, Inc.
1629 K Street NW, Suite 300
Washington, DC 20006
info@civiclick.com