Civic Element General Terms and Conditions
EFFECTIVE AS OF SEPTEMBER 4, 2025
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY and make sure you understand each provision as they contain important information about the services provided to you and Civic Element’s use of certain information. These Terms and Conditions require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. These Terms and Conditions limit Civic Element’s liability and the remedies available to you in the event of a dispute.
These terms and conditions (“Agreement” or “Terms”) apply to you (“you”, “your” or “Subscriber”) and your access to and use of data and services provided by Civic Element LLC (“us”, “our” or “Civic Element”), whether purchased directly through Civic Element or via a Reseller. By entering into an Order Form (or Reseller Agreement) and using the Civic Element Services, you accept and are bound by these Terms . If you are using the Civic Element Services on behalf of an organization, you are agreeing to these Terms for that organization and representing to Civic Element that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Subscriber” will refer to that organization).
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE CIVIC ELEMENT SERVICES.
1. DEFINITIONS
(a) “Applicable Laws” means any law, regulation, rule, policy, or order, of any government authority applicable to Subscriber, its business or users, or the subject matter of this Agreement, including but not limited to the United States (and, if applicable, foreign) statutes and any corresponding regulations concerning data privacy, marketing to individuals and processing their information.
(b) “Authorized User” means Subscriber’s employees or agents, including Reseller where applicable, that Subscriber designates as authorized to use the Civic Element Services solely for the benefit of the Subscriber in accordance with this Agreement
(c) “Order Form” means any web form, statement of work, order form, or service-specific document (including an agreement between Reseller and Civic Element) that sets forth terms related to Subscriber’s access to the Civic Element Services.
(d) “Civic Element Services” means the Civic Element™ data service, Voter Data, and any technical data, specifications, documentation and other materials (including user manuals, on-line help files, etc.) (“Materials”). “Civic Element Services” includes by reference any Third Party APIs and Services that Subscriber has been granted permission to access.
(e) “Reseller” means any entity other than Civic Element that sold you any Civic Element Services consistent with and subject to a license and authority from Civic Element.
(f) "Reseller Agreement" means the separate agreement between you and Reseller regarding the Civic Element Services, pursuant to which you agree to be bound to these Terms in using the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.
g) “Voter Data” means any voter or consumer data made available to you via the Civic Element Services.
(h) “Third Party APIs and Services” means any application programming interfaces and services provided by third parties to Civic Element and used by Civic Element in connection with the provision of the Civic Element Services to you.
(i) “Third Party Service Provider” means a third party licensor of Civic Element who operates any of the Third Party APIs and Services.
2. USE OF CIVIC ELEMENT SERVICES
(a) Use of Civic Element Services. For the duration of the Term, Civic Element grants you a limited, non-exclusive, non-sublicensable and non-transferable (except as permitted in Section 13(e)) license to use and permit the Authorized Users to use the Civic Element Services as set forth in the Order Form in connection with your business operations, subject to these Terms. You will not have any rights to the Civic Element Services except as expressly granted in this Agreement.
(b) Use Restrictions. You agree not to (and to not permit any of your directors, officers, employees, agents or contractors to) (i) license, sublicense, sell, resell, transfer, assign, distribute, lease, loan or otherwise commercially exploit the Civic Element Services; (ii) modify, translate or make derivative works based upon the Civic Element Services; (iii) copy, frame or mirror any part or content of the Civic Element Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes; (iv) cause harm to the operation of the Civic Element Services; (v) reverse engineer, decompile or disassemble any or all of Civic Element Services; (vi) use the Civic Element Services for any purpose other than to support your business operations; (vii) permit use of, or access to, the Civic Element Services to anyone that does not qualify as an Authorized User; (viii) attempt to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Civic Element Services, (ix) make or permit any use of the Civic Element Services in any way in violation of Applicable Laws.
(c) Authorized and Unauthorized Use. You use reasonable efforts to prevent and promptly terminate any unauthorized use of the Civic Element Services, immediately notify Civic Element of any unauthorized or potential unauthorized use that comes to your attention and cooperate and assist with any actions taken by Civic Element to prevent or terminate unauthorized use. Civic Element is not responsible for the conduct of any end users of the Civic Element Services (whether or not you authorized them). You will immediately report to Civic Element any violations of these Terms that arise out of the actions of any end user.
3. FEES AND PAYMENT
(a) Orders via Reseller. If you order any of the Civic Element Services from a Reseller: (a) Section 12 (Reseller Orders) of this Agreement will apply in respect of such Services; and (b) the remaining terms of this Section 3 (Fees and Payment) will not apply in respect of such Services.
(b) Fees. The fees applicable to Subscriber’s access to, and use of, the Civic Element Services will be set forth in one or more Order Forms.
(c) Taxes. Other than net income taxes imposed on Civic Element, Subscriber will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from Subscriber’s purchase of the Civic Element Services subject to this Agreement. Subscriber will pay any additional taxes as are necessary to ensure that the net amounts received by Civic Element after all such taxes are paid are equal to the amounts that Civic Element would have been entitled to in accordance with this Agreement as if the taxes did not exist. The fees payable to Civic Element under this Agreement do not include any taxes or other amounts assessed by or imposed by any governmental authority.
(d) Invoicing and Payment. Subscriber will pay Civic Element the fees set forth in the Order Form(s) and any other amounts owing under this Agreement, plus any applicable sales, use, excise, value added or other taxes. All amounts payable will be denominated in U.S. dollars and Subscriber will make all payments in U.S. dollars. Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less. Subscriber will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Civic Element to collect any amount that is not paid when due. Amounts due from Subscriber under this Agreement may not be withheld or offset by Subscriber against amounts due to Subscriber for any reason.
4. WARRANTIES
(a) “As Is” Services. THE CIVIC ELEMENT SERVICES,INCLUDING WITHOUT LIMITATION ANY DATA AND VOTER DATA PROVIDED PURSUANT TO THE CIVIC ELEMENT SERVICES, ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
(b) Disclaimer. CIVIC ELEMENT AND THE THIRD PARTY SERVICE PROVIDERS MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER IN CONNECTION WITH THE CIVIC ELEMENT SERVICES. CIVIC ELEMENT AND THE THIRD PARTY SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. CIVIC ELEMENT DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE CIVIC ELEMENT SERVICES. CIVIC ELEMENT AND THE THIRD PARTY SERVICE PROVIDERS DO NOT WARRANT THAT THE CIVIC ELEMENT SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE CIVIC ELEMENT SERVICES WILL BE SECURE OR UNINTERRUPTED. CIVIC ELEMENT AND THE THIRD PARTY SERVICE PROVIDERS DO NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE CIVIC ELEMENT SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE CIVIC ELEMENT SERVICES WILL ALWAYS BE AVAILABLE. CIVIC ELEMENT EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF SUBSCRIBER’S USE OF THE CIVIC ELEMENT SERVICES. YOU AND YOUR AUTHORIZED USERS ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS RELATED TO THE PLANNED OR ACTUAL USE OF THE CIVIC ELEMENT SERVICES BY YOU AND YOUR AUTHORIZED USERS, INCLUDING WITHOUT LIMITATION OBTAINING ANY PRIOR CONSENT REQUIRED BY APPLICABLE LAW IN CONNECTION WITH THE PLANNED OR ACTUAL USE OF THE CIVIC ELEMENT SERVICES BY YOU AND YOUR AUTHORIZED USERS.
5. INTELLECTUAL PROPERTY INFRINGEMENT
(a) Defense of Infringement Claims. Civic Element will, at its expense, either defend Subscriber from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Subscriber alleging that Subscriber’s use of the Civic Element Services infringes or misappropriates any patent, copyright, trade secret, trademark, or other intellectual property right during the Term of this Agreement if: (a) Subscriber gives Civic Element prompt written notice of the Claim; (b) Subscriber grants Civic Element full and complete control over the defense and settlement of the Claim; (c) Subscriber provides assistance in connection with the defense and settlement of the Claim as Civic Element may reasonably request; and (d) Subscriber complies with any settlement or court order made in connection with the Claim (e.g., relating to the future use of any infringing Civic Element Services). Subscriber will not defend or settle any Claim without Civic Element’s prior written consent. Subscriber will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Civic Element will have sole control over the defense and settlement of the Claim.
(b) Indemnification of Infringement Claims. Civic Element will indemnify Subscriber from and pay (a) all damages, costs, and attorneys’ fees finally awarded against Subscriber in any Claim under Section 5(a); (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Subscriber in connection with the defense of a Claim under Section 5(a) (other than attorneys’ fees and costs incurred without Civic Element’s consent after Civic Element has accepted defense of the Claim); and (c) all amounts that Civic Element agrees to pay to any third party to settle any Claim under Section 5(a).
(c) Exclusions from Obligations. Civic Element will have no obligation under this Section 5 for any infringement or misappropriation to the extent that it arises out of, is based upon or relates to (a) the accuracy, completeness, or suitability of any data, information, or materials provided by Company and expressly designated as provided “as is” (b) use of the Civic Element Services in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; (c) the Civic Element Services are provided to comply with designs, requirements, or specifications required by or provided by Subscriber, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (d) use of the Civic Element Services by Subscriber for purposes not intended or outside the scope of the license granted to Subscriber; (e) Subscriber’s failure to use the Civic Element Services in accordance with instructions provided by Civic Element, if the infringement or misappropriation would not have occurred but for such failure; or (f) any modification of the Civic Element Services not made or authorized in writing by Civic Element where such infringement or misappropriation would not have occurred absent such modification.
(d) Indemnity Remedy. Without limiting the foregoing, if a claim that would be subject to Section 5(a) is commenced, or Civic Element believes, in its sole discretion, is likely to be commenced, Civic Element will, at its sole option and expense, either: (a) procure for Subscriber the right to use the infringing Civic Element Services as provided herein; (b) replace the infringing Civic Element Services with non-infringing, substantially equivalent products in both performance and functionality; (c) suitably modify the infringing Civic Element Services so that it is not infringing and of equivalent performance and functionality; or (d) in the event (a), (b), and (c) are not, in Civic Element’s sole judgment, achievable on commercially reasonable terms or in a commercially reasonable manner, terminate the provision of the Civic Element Services and Subscriber shall not have any further liability for unbilled fees related to the infringing Civic Element Services.
(e) Limited Remedy. This Section 5 states Civic Element’s sole and exclusive liability, and Subscriber’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party intellectual property right by the Civic Element Services.
6. SUBSCRIBER INDEMNIFICATION
(a) Defense. Subscriber will defend, and in accordance with Section (b) below, indemnify Civic Element, the Third Party Service Providers and each of their affiliates, directors, officers, employees and agents (collectively the “Indemnified Parties”) from any actual or threatened Claim arising out of or based upon (a) Subscriber’s or Authorized Users’ or any other end user’s use of the Civic Element Services allegedly breached any of the provisions of this Agreement or the limitations or requirements of any applicable Order Form; and/or (b) Subscriber’s or Authorized Users’ or any other end user’s use of the Civic Element Services allegedly violated Applicable Laws, including specifically Applicable Laws concerning data privacy, marketing to individuals and processing their information. Civic Element will not defend or settle any Claim without Subscriber’s prior written consent. Civic Element will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Subscriber will have sole control over the defense and settlement of the Claim.
(b) Indemnification. Subscriber will indemnify the Indemnified Parties from and pay (a) all damages, costs, and attorneys’ fees finally awarded against the Indemnified Parties in any Claim under Section 6(a); (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by the Indemnified Parties in connection with the defense of a Claim under Section 6(a) (other than attorneys’ fees and costs incurred without Subscriber’s consent after Subscriber has accepted defense of the Claim); and, (c) all amounts that Subscriber agrees to pay to any third party to settle any Claim under Section 6(a). Subscriber agrees to indemnify the Indemnified Parties from and against any claims arising out of responding to compulsory processes (e.g., subpoenas, interrogatories, depositions, and other forms of discovery or legal process) seeking information about Subscriber, Voter Data or Subscriber’s use of the Civic Element Services, whether served by the Subscriber, a government agent or employee, or a third-party.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL CIVIC ELEMENT OR THE INDEMNIFIED PARTIES BE LIABLE TO SUBSCRIBER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF CIVIC ELEMENT IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. UNDER NO CIRCUMSTANCES SHALL CIVIC ELEMENT’S OR THE INDEMNIFIED PARTIES’ TOTAL LIABILITY TO SUBSCRIBER ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL ORDER FORMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF $500 (FIVE HUNDRED DOLLARS) OR THE AMOUNT PAID BY SUBSCRIBER TO CIVIC ELEMENT UNDER SUCH ORDER FORM FOR THE CIVIC ELEMENT SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LOSS, COST, CLAIM OR DAMAGES.
8. CONFIDENTIAL INFORMATION
(a) Confidential Information. “Confidential Information” shall mean all confidential information of a party, whether written or oral, and whether in paper or electronic format, disclosed to a receiving party that is designated in writing or identified as confidential at the time of disclosure or that should be reasonably known by the receiving party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.
(b) Non-Disclosure Obligation. During the Term of this Agreement and for a period of three (3) years after the date of termination or expiration of the Agreement, each party shall use at least the same degree of care (and shall in any event use no less than a reasonable degree of care) to prevent the disclosure of the other party’s Confidential Information as it uses to prevent the disclosure of its own Confidential Information, and shall not: (a) disclose Confidential Information to any third party; (b) use Confidential Information except as expressly permitted under the terms of the Agreement between the parties or otherwise previously authorized in writing by the disclosing party; and/or (c) permit any disclosure, unauthorized duplication, reverse engineering, disassembly, decompiling, misuse or removal of such Confidential Information. The receiving party will promptly notify the disclosing party of any misuse or misappropriation of Confidential Information that comes to the receiving party’s attention. Notwithstanding the foregoing, the receiving party may disclose Confidential Information as required by Applicable Law or by proper legal or governmental authority; however, the receiving party will give the disclosing party prompt notice of any such legal or governmental demand (unless otherwise limited by law or court’s order) and reasonably cooperate with the disclosing party in any effort to seek a protective order or otherwise to contest such required disclosure, at the disclosing party’s expense.
(c) Civic Element’s Provision of Services. Notwithstanding the foregoing, Civic Element’s non-disclosure obligations hereunder do not apply to disclosure to Reseller, Civic Element’s providers of Third Party APIs and Services, or Civic Element’s affiliates and independent contractors carrying out the Civic Element Services, provided that such disclosure is reasonably necessary in order to carry out the Civic Element Services and the recipient of Confidential Information has agreed with Civic Element in writing to be bound by non-disclosure obligations substantially similar to those contained in this Agreement.
9. TERM AND TERMINATION
(a) Term. This Agreement continues for the duration set forth in any outstanding Order Form, unless terminated earlier in accordance with this Agreement (“Term”).
(b) Termination for Material Breach. You or Civic Element may terminate the Agreement for material breach by written notice to the other, effective in 5 business days unless the other party first cures such breach.
(c) Suspension or Termination by Civic Element. Civic Element may immediately suspend or terminate Subscriber’s access to the Civic Element Services if (i) Civic Element has a good faith belief that Subscriber or anyone with access to Subscriber’s account (A) is using or is reasonably believed to be using the Civic Element Services in violation of Applicable Laws; or (B) is compromising the security or operability of the Civic Element Services; or (ii) the payment terms set forth in the Order Form are not met, including failure of Subscriber (or Reseller, where applicable) to timely pay any fees owed Civic Element in connection with Subscriber’s account. Resumption of Subscriber’s account following suspension or termination by Civic Element is subject to the sole and exclusive discretion of Civic Element. Subscriber’s resumption of access to the Civic Element Services following a suspension by Civic Element for the reasons cited in this section will not extend the then-current Term, nor result in an extension of the period covered by any prepaid fees.
(d) Effect of Termination. The following provisions will survive termination of the Agreement: Sections 3 through 13.
10. COMPLIANCE
(a) Subscriber’s Compliance. You and your Authorized Users will use the Civic Element Services in compliance with all Applicable Laws, including those concerning data privacy, marketing to individuals and processing their information. Civic Element shall have the right not to transmit, or deliver any Voter Data that Civic Element reasonably believes, subject to its own reasonable discretion, violates Applicable Law or that is, or could reasonably become, the subject of any legal, regulatory, or other governmental proceeding or process, including without limitation any law enforcement, proceeding, process or inquiry.
(b) Privacy Compliance. Your use of the Civic Element Services is subject to Civic Element’s Privacy Policy (https://www.civicelement.com/privacy-policy), which may be updated from time to time.
(c) Export Controls. The Civic Element Services may be subject to applicable U.S. export control laws and economic sanctions regulations. You agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the Civic Element Services and, to the extent consistent with the terms of this Agreement, to obtain any necessary license or other authorization to export, reexport, or transfer Voter Data. These laws include restrictions on destinations, end users, and end use.
(d) Third Party APIs and Services. To the extent Subscriber, through use of the Civic Element Services, obtains access to, or to the functionality of, any Third Party APIs and Services, Subscriber agrees and acknowledges that title to and ownership of such Third Party APIs and Services remains with the Third Party Service Providers and each Third Party Service Provider is made an express third party beneficiary under these Terms.
11. ARBITRATION, CLASS WAIVER & JURISDICTION
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Governing Law and Venue. This Agreement shall in all respects be interpreted, construed and enforced in accordance with the laws of the United States of America and of the State of Washington without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Unless Subscriber and Civic Element agree otherwise in writing, any proceeding under or concerning this Agreement shall take place in King County, Washington.
(b) Mandatory, Bilateral Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in King County in the State of Washington, and under the laws of the State of Washington.
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages), and must follow these Terms.
The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The number of arbitrators shall be determined in accordance with those Rules. In considering the facts and issues, in conducting the hearings, and in rendering a decision or award, the arbitrator is required to strictly apply the law of the State of Washington and failure to follow Washington law is grounds for vacating the decision or award. This section shall not preclude Subscriber or Civic Element from seeking provisional remedies in aid of arbitration from a court located in King County, Washington or injunctive relief necessary to enforce the Confidential Information provision of this Agreement. Subscriber and Civic Element shall equally divide the fees and costs of the arbitrator(s). Subscriber and Civic Element shall pay for its own costs and attorney’s fees, if any. However, the Subscriber and Civic Element are entitled to seek recovery of costs and attorney’s fees to the same extent they would be entitled in court under controlling law.
Any party that seeks to confirm, vacate or have the judgment entered on any arbitration award shall do so exclusively in a court in King County, Washington. Subscriber and Civic Element hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the purposes set forth above and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper.
(c) Waiver of Jury Trial. BY ENTERING INTO THIS AGREEMENT SUBSCRIBER AND CIVIC ELEMENT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
(d) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE MEDIATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE SUBSCRIBER OR USER CANNOT BE MEDIATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
12. RESELLER ORDERS
(a) Reseller Orders. If you order any Civic Element Services from a Reseller, then this Section 12 (Reseller Orders) will apply and prevail over any conflicting term in the remainder of this Agreement.
(b) Payments. The fees for the Civic Element Services will be set between Subscriber and Reseller, except that Civic Element’s analytics tools may be used to determine Subscriber’s usage of the Civic Element Services if applicable to fees. You will make payments of fees directly to Reseller under the Reseller Agreement.
(c) Reseller as Administrator. Reseller may have access to your account. As between Civic Element and you, you are solely responsible for: (a) any access by Reseller to your account and (b) defining in the Reseller Agreement any rights or obligations as between Reseller and you with respect to the Civic Element Services.
13. OTHER TERMS
(a) Independent Contractors. Subscriber and Civic Element are independent contractors and will so represent themselves in all regards. The Agreement does not create any agency, partnership, or joint venture between Subscriber and Civic Element. Neither Subscriber nor Civic Element may bind the other in any way.
(b) Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to: Civic Element LLC, Attention: President at 14419 Greenwood Ave N., Ste A-244, Seattle, WA 98133 USA, or to: Subscriber, via the email or other user information provided in the Order Form or used when accessing the Civic Element Services.
(c) Publicity. Civic Element may use Subscriber’s name and logo (in compliance with all guidelines, if any, communicated by Subscriber to Civic Element) in promotional, advertising and marketing materials, including press releases, websites, social media, presentations and customer references.
(d) Use of Civic Element Marks. Subscriber recognizes Civic Element’s exclusive right, title, and interest in and to all service marks, trademarks, and trade names used by Civic Element and shall act in such a way as to preserve and protect Civic Element’s interest in them.
(e) Assignment. Neither Subscriber nor Civic Element shall assign or transfer its rights, duties, or obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that Subscriber and Civic Element may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under this Agreement.
(f) Waiver. The waiver by either Subscriber or Civic Element of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
(g) Severability. If any part of this Agreement is held to be unenforceable by a court, arbitrator, or agency of competent jurisdiction, that part may be severed and the remaining provisions will remain in full force and effect. If any material limitation or restriction on the use of the Civic Element Services under this Agreement is found to be illegal, unenforceable, or invalid, Civic Element may, in its sole discretion, immediately terminate Subscriber’s right to use the Civic Element Services.
(h) Feedback. All recommendations, ideas, suggestions or feedback that Subscriber or Authorized Users provide to Civic Element regarding the Civic Element Services will be owned by Civic Element and Subscriber hereby assigns these to Civic Element.
(i) Subcontractors. Civic Element may use a subcontractor or other third party to perform its duties under this Agreement so long as Civic Element remains responsible for all of its obligations under this Agreement.
(j) Force Majeure. Neither Subscriber nor Civic Element will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
(k) Entire Agreement. Except as provided in these Terms and other documents incorporated herein by reference, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written with respect to the subject matter hereof. No oral or written information or advice given by Civic Element, its agents or employees will create a warranty or in any way increase the scope of the warranties in these terms. The Agreement includes URL links to other terms which are incorporated by reference into the Agreement. If there is a conflict among the documents that make up the Agreement, then the documents will control in the following order: the applicable Order Form, the remainder of this Agreement, URL links to other terms and any other terms incorporated by reference into the Agreement.
(l) Updates. Civic Element reserves the right to update these Terms at any time, effective upon posting an updated version at https://civicelement.com/terms.