CivicConnect Urban Mobility App Terms of Service
Last Updated: August 17, 2017

Welcome to CivicConnect Urban Mobility App. Please read these terms of service (our "Agreement") carefully as they form a contract between you (referred to herein as "you" or "Customer") and Civic Resource Group International Incorporated DBA CivicConnect ("CivicConnect", "we", "us", or "our") that governs your access and use of the hosted storage solution, the Customer Application provisioned by CivicConnect (the "Customer Application"), and all associated documentation provided by CivicConnect for the CivicConnect Urban Mobility App (collectively the "Service(s)").

By registering or using any of the Services you agree to be bound by this Agreement. If you are using the Services on behalf of an organization, you are agreeing to this Agreement for that organization and promising to CivicConnect that you have the authority to bind that organization to this Agreement (in which event, "Customer", "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. 

You may use the Services only in compliance with this Agreement and only if you have the power to form a contract with CivicConnect and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning this Agreement, please contact sales@civicconnect.com

Please note that CivicConnect does not provide warranties for the Services. This contract also limits our liability to you. See Sections 8 (NO WARRANTY) and 10 (LIMITATION OF LIABILITY) of this Agreement for details.


1. CHANGES TO THESE TERMS
We reserve the right to revise this Agreement from time to time. We will date and post the most current version of this Agreement on the CivicConnect website at https://aws.amazon.com/marketplace/pp/B074TS9V5T (the "Site"). Any changes will be effective upon posting the revised version of this Agreement (or such later effective date as may be indicated at the top of the revised Agreement). If in our sole discretion, we deem a revision to this Agreement to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via the Site or related CivicConnect blogs. Therefore, we encourage you to check the date of this Agreement whenever you visit the Site to see if this Agreement have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you do not agree to any of the changes, were not obligated to keep providing the Service, and you must cancel and stop using the Service.


2. YOUR ACCOUNT
To obtain access to Services, you may be required to obtain an account with CivicConnect ("Customer Account"), by completing a registration form and designating a user ID and password. When registering with CivicConnect you must: (a) provide true, accurate, current and complete information about yourself as requested by the Services registration form (such information being the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You shall designate specific users as Customer Admins, and you agree that only Customer Admins will have access to the Customer Account. Customer Admins may be amended from time to time upon written notice to CivicConnect.  Customer Admins must promptly complete any training on the Services reasonably required by CivicConnect.  You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf, unless we provide an approved mechanism for such use. CivicConnect will not be liable for any loss or damage arising from any unauthorized use of your accounts.

3. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with CivicConnect, you understand that we may send you communications or data regarding the Services, including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding CivicConnect's products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.


4. ACCESS TO THE SERVICE
You may use the Service, on a non-exclusive basis, solely in strict compliance with this Agreement and all applicable laws.

4.1	Platform; Technical Support. Subject to Customer's timely payment of all Fees, CivicConnect will use commercially reasonable efforts to make the CivicConnect Platform available least 99.95% of the time as measured over the course of each calendar month during the Term, excluding unavailability as a result of any of the Exceptions. CivicConnect shall provide Customer with its generally available technical support as described on the Site. 
4.2	 Professional Services.  Customer may contact CivicConnect at sales@civicconnect.com to inquire about specific Professional Services.    Professional Services includes all project-based development, implementation, customization, training and other services provided by CivicConnect.    
4.3		Updates; Upgrades.
CivicConnect reserves the right, in its sole discretion, to make any changes to the Services and CivicConnect Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of CivicConnect's services to its customers, (ii) the competitive strength of or market for CivicConnect's services or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law.  CivicConnect will use commercially reasonable efforts to give reasonable prior notice of material changes that are anticipated to require responsive action or implementation changes by the Customer, and Customer shall implement all necessary actions or changes identified as mandatory for all similarly situated customers within a reasonable timeframe specified by CivicConnect. 

 (i) CivicConnect may incorporate Updates into CivicConnect Materials.  For purposes of this Agreement, "Updates" shall mean (x) such modifications as are necessary to cause CivicConnect Materials to comply with the Documentation; (y) new features and functionality with respect to the utility and efficiency of the modules purchased by Customer; and (z) such other modifications and improvements to CivicConnect Materials as CivicConnect may create from time to time. 

(ii) CivicConnect may develop upgrades that can be incorporated into CivicConnect Materials ("Upgrades") and may offer such Upgrades to Customer subject to any applicable additional terms and Fees. "Upgrades" shall mean new products or modules that can be optionally incorporated into CivicConnect Platform. 

(iii) Updates and Upgrades shall become part of CivicConnect Materials for purposes of this Agreement and shall be subject to all the terms and conditions of this Agreement. 
5.	Customer Responsibilities.  

5.1	Customer Applications. Customer shall at all times ensure that the terms of service (including without limitation privacy policy) ("Customer Application Terms") applicable to the Customer Application displayed to end users is conspicuously displayed and complies with all applicable laws as well as any third-party requirements for display or distribution (e.g., Apple and Android store requirements.).  
5.2	End-User Technical Support.  Customer shall provide all technical support services as may be required by Users with respect to access to and use of Customer Applications.  CivicConnect shall have no obligation whatsoever to provide Users with any technical support services.  In the event a User contacts CivicConnect directly for purposes of requesting any such services, CivicConnect shall decline to provide such support and direct Users to Customer.
5.3 Input and Removal of Content.  If you supply any Content via the Services, you are entirely responsible for that Content, and any harm resulting from that Content. Without limiting any other remedies, CivicConnect has the right (though not the obligation) to, in CivicConnect's sole discretion (i) refuse or remove any Content that, in CivicConnect's reasonable opinion, violates any CivicConnect policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Services to any individual or entity for any reason, in CivicConnect's sole discretion.
5.4 Customer's Representations. You represent and warrant to CivicConnect that (a) Customer is the owner or valid licensee of the Content and Customer Data, and has secured and fully complied with all necessary licenses, consents, authorizations and waivers for the use of the Content and Customer Data, including without limitation, all text, pictures, audio, video, logos and copy and all User PII contained therein, and there are no conflicting claim(s) with respect to Customer's rights thereto; (b) the use of the Content or Customer Data as contemplated herein shall not infringe the Intellectual Property Rights of any party, or constitute defamation, invasion of privacy, or the violation of any right of publicity or any other right of any User or any other person or entity; (c) Customer has and will comply with all legislation, rules and regulations regarding the Content and Customer Data; d) Customer shall not use the facilities and capabilities of the Services to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the right of CivicConnect or any third party; (e) the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; and (f) the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
5.5 Restrictions; Exclusivity.  All rights not expressly granted to Customer herein are reserved by CivicConnect and its licensors.  Customer shall not use CivicConnect Materials for any purposes outside the uses expressly permitted hereunder. Customer shall not reverse engineer, adapt, alter, modify, translate or create derivative works of the CivicConnect Materials. Nothing in this Agreement shall be construed to give Customer a right to use, or otherwise obtain access to, any source code to any CivicConnect Materials. Customer shall not assign, sublicense, market, sell, lease, rent, distribute, convey, timeshare or otherwise transfer, or pledge as security or otherwise encumber, the rights and license granted hereunder with respect to CivicConnect Materials or use such as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Customer shall not demonstrate or disclose the results of any testing or benchmarking of CivicConnect Platforms to any third party without CivicConnect's express prior written permission.  Customer shall take reasonable steps to protect CivicConnect Materials from unauthorized access or use. Customer shall undertake all commercially reasonable measures to ensure that its use of CivicConnect Materials complies in all respects with applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the parties. IN NO EVENT SHALL CUSTOMER ADD OR IMPLEMENT ANY INTEGRATION OR CONNECTION WITHOUT THE EXPRESS WRITTEN CONSENT OF CIVICCONNECT.
5.6 Network Liability, Security and Disruptions.  You must ensure that any use of Customer Application uses best industry practices to ensure the integrity and security of such Customer Application and any Content or Data contained therein.  In the event that, and for so long as, CivicConnect determines that any part of the Customer Content, any Customer Application or the provision and or hosting thereof is in material violation of this Agreement or otherwise exposes CivicConnect or its network to liability, disruption or security risks, CivicConnect shall have the right to suspend Customer access to the CivicConnect Connect Platform or CivicConnect Materials in its discretion.
6. Ownership and License of Intellectual Property.
6.1 CivicConnect Intellectual Property Rights.  As between CivicConnect and the Customer, CivicConnect has sole ownership of all right, title and interest in and to: (i) the CivicConnect Platform, the Software. Documentation and all related documentation provided by CivicConnect as part of the Service or Professional Services, including all Intellectual Property Rights therein or associated therewith; (ii) all CivicConnect Marks; (iii) all CivicConnect-supplied material developed for use in connection with this Agreement or for use in connection with the Content or the Service; (iv) any Platform Data or Analyses; (v) the Customer Application(except to the extent including the Customer Marks and Content) (together all of (i) - (v) called the "CivicConnect Materials").  

6.2 Customer Intellectual Property Rights.  As between CivicConnect and the Customer, Customer has and retains sole ownership of all right, title and interest in and to the Customer Marks, Content, Customer Data, including all Intellectual Property Rights therein or associated therewith. 

6.3 License to Customer.  During the Term:

(a) CivicConnect hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable (except as set forth in subjection (b) below), license to use the Intellectual Property Rights in and to the CivicConnect Materials solely in accordance with the terms of this Agreement to the extent necessary to receive the Services provided under this Agreement solely to the extent with integrations expressly authorized and/or by CivicConnect and expressly specified in your Account. 
(b) Customer shall have the right to sublicense the aforementioned rights (i) solely to Approved Sublicensees provided however Customer shall at all times be liable for full compliance by Approved Licensees with all terms of this Agreement.  As used herein, an "Approved Sublicensee" shall be a sublicensee (including contractors) expressly approved in writing and integrated by CivicConnect. 
6.4 License to CivicConnect.  Customer hereby grants to CivicConnect a non-exclusive, non-transferable license to use the Intellectual Property Rights in and to the Content, Customer Data and Customer Marks to the extent necessary for CivicConnect to provide the Services and as otherwise permitted in accordance with the terms of this Agreement.  Customer shall ensure that it at all times has any necessary third party consents (including without limitation User consents via the Customer Application Terms) to grant the aforementioned rights.
6.5 Use of Data.  CivicConnect may perform analysis of the Data and may commercially make available reports containing such analysis and Data to Customer and third parties ("Analyses"), provided that such reports shall not include any personally identifiable information of any User, and CivicConnect shall not supply any report containing Data to any third party unless the Data is presented in aggregate form with similar data from other CivicConnect customers or in a manner that does not otherwise identify Customer.
7. 	Fees and Payment.
7.1	The fees applicable for the Service ("Fees") are available on the Site and/or in CivicConnect's then-current published price list. All Fees are non-refundable and due in full for the Term.  The price stated for the Service excludes all taxes and charges, unless stated otherwise. You are responsible for any taxes and for all other charges incidental to using the Services (for example, data charges and currency exchange settlements). We will notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service. Except for Key Service Provider Increases, if there is a specific length and price for your Service offer already in effect, that price will remain in force for that time. We reserve the right to increase the Fees if we experience a material increase in our key third party service providers (a "Key Service Provider Increase") and if you do not accept such Key Service Provider increase, we will have the right to terminate this Agreement and your Service.  After the offer period ends, your use of the Service will be charged at the then-current price. If your Service is on a period basis (for example, monthly) with no specific length, we will notify you of any price change at least 30 days in advance. If you do not agree to these changes, you must cancel and stop using the Service via a phone call to 213-225-1170 or email to sales@civicconnect.com with cancellation confirmation from a CivicConnect representative) no later than three (3) business days prior to the conclusion of your current payment term, whether monthly, yearly, or otherwise. If you cancel, your Service ends at the end of your current Service period or payment period. If you fail to cancel in accordance with this Agreement, we will automatically renew the Service at the then-current price and for the same subscription period and will charge your credit card on file with us commencing on the first day of the renewal of the subscription period.

7.2 Payment
We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you have approved, and well notify you in advance of the difference for recurring subscription Services. We may bill you simultaneously for more than one of your prior billing periods. We may automatically renew your Service and charge you for any renewal term. All paid accounts are due the date the invoice is posted on your account. Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed.  All invoices shall be paid via check or wire as indicated in the invoice.
You must keep all information in your billing account current. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

7.3	Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.

8. 	NO WARRANTY; Warranty Disclaimer.  CIVICCONNECT PROVIDES THE SERVICE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOX MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CIVICCONNECT DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM CUSTOMER'S INTERNET HOSTS AND OTHER PORTIONS OF THE INTERNET.  SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES.  AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) MAY BE IMPAIRED OR DISRUPTED. CIVICCONNECT DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.  SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.


9. INDEMNIFICATION
To the extent permitted by law, you will defend CivicConnect against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of this Agreement: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of CivicConnect's actions); or (b) violates applicable law or this Agreement. CivicConnect will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

10.  LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CIVICCONNECT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF CIVICCONNECT HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF CIVICCONNECT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL TO THREE MONTHS OF YOUR SERVICE FEE FOR THE SERVICE OR ONE HUNDRED DOLLARS (US $100). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.  YOU ACKNOWLEDGE AND AGREE THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. THIRD PARTY SERVICES AND CONTENT
The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, CivicConnect is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. CivicConnect shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

12. 	Confidentiality. 

12.1	Definition. "Confidential Information" means any information disclosed by CivicConnect to You, whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information includes, but is not limited to, all CivicConnect product designs, capabilities, specifications, drawings, program code, mask work designs, models, documentation, components, software (in various stages of development), test and development boards, hardware reference code and platforms, architectures, agreement terms, financial and pricing information, business and marketing plans, actual and potential customers and suppliers, information and other similar information that is proprietary to CivicConnect. Confidential Information shall not include any information that: (a) was in your lawful possession prior to the disclosure, as clearly and convincingly corroborated by written records, and had not been obtained by You either directly or indirectly from CivicConnect; (b) is lawfully disclosed to You by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (c) is independently developed by You without use of or access to the Confidential Information, as clearly and convincingly corroborated by written records

12.2	Requirements. You agree that you shall not disclose or use in any way, CivicConnect's Confidential Information to any third parties. You shall not, and shall not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Confidential Information. You will promptly upon discovery of any loss or unauthorized use or disclosure of Confidential Information notify CivicConnect in writing and take all necessary steps to mitigate the loss or unauthorized use or disclosure of Confidential Information. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by You as a matter of law or by order of a court, provided that You provides CivicConnect with prior written notice of such obligation to disclose and reasonably assists in obtaining a protective order. Upon termination of this Agreement or earlier as requested by CivicConnect, You shall deliver to CivicConnect or, at CivicConnect's election and in accordance with any instructions from CivicConnect, destroy all materials, documents and other media (whether maintained electronically or otherwise) containing Confidential Information, together with all copies thereof in whatever form, and shall certify in writing the completion of such return or destruction, as the case may be. 

13. 	Term and Termination.

13.1	This Agreement will remain in place for the subscription term authorized by CivicConnect on your billing statement or invoice (the "Term")unless terminated as set forth herein.

13.2	You may terminate your use of the Services at any time by notice to CivicConnect at sales@civicconnect.com.  We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of this Agreement; (b) the use of the Services in a manner that may cause CivicConnect to have legal liability or disrupt others use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in CivicConnect's determination, the suspension might be indefinite and/or CivicConnect has elected to terminate your access to the Service, CivicConnect will use commercially reasonable efforts to notify you through the Service and/or by email to the email address associated with your account. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.
Upon termination by CivicConnect, for reasons other than cause, you may request access to your Content, which we will make available for an additional fee. You must make such request with five (5) days following termination. Otherwise, any Content you have stored with the Service will not be retrievable, and we will have no obligation to maintain any data stored in your account.  

In addition to other termination provisions, if your account it not currently subject to a paid subscription plan with us, we at our discretion may terminate your account if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a Registered User; or (b) you do not engage in any activity in your account for any period of one hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored will be lost.  No refunds will be owed or issued upon termination.  If you terminate for any reason other than CivicConnect's material breach, all Fees for the originally contracted Term will immediately become due and payable.

13.3 	Effect of Termination. Upon expiration or termination of this Agreement the sections of this Agreement which require by their nature survival and all payment obligations incurred during the term of this Agreement, shall survive the expiration or termination of this Agreement for any reason.  Further, upon any expiration or termination of this Agreement:
(a) all rights, licenses, consents and authorizations granted by CivicConnect to you hereunder will immediately terminate;
Customer shall cease all use of any Services or CivicConnect Materials and destroy, all documents and tangible materials containing, reflecting, incorporating or based on any CivicConnect Materials.  Each party shall destroy or return the other party's Confidential Information; provided however, CivicConnect may also retain such information in its backups, archives and disaster recovery systems until such information is deleted in the ordinary course; and any CivicConnect Materials.  Any mobile Customer Application deployed on third party operating systems (e.g., Apple or Android store) shall promptly be disabled and removed from any such offerings upon notice from CivicConnect. 


14. 	General Provisions.

14.1	Feedback.  If you provide suggestions, ideas, feedback, or recommendations to us regarding our Services (Feedback), we will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as we see fit, without any obligation or restriction of any kind to you.

14.2	CONTENT STORED IN THE UNITED STATES
The Service is provided from the United States. By using and accessing the Service, you understand and consent to the storage and processing of the Content and any other personal information in the United States. CivicConnect reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least 30-days notice of any such changes in the processing location.

14.3 Marketing Obligations. CivicConnect may refer to Customer by trade name and trademark, and may briefly describe Customer's business in CivicConnect's marketing materials and web site. 

14.4 Display of CivicConnect Marks. Customer agrees to display CivicConnect Marks provided to Customer by CivicConnect on any web site or web page that makes use of any portion of the Services.  CivicConnect shall retain complete rights to display the CivicConnect Marks through the Services.
 
14.5	No Partnership or Joint Venture.  CivicConnect and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between CivicConnect and Customer. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

14.5	Notices.  We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you do not consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to sales@civicconnect.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Civic Resource Group International Incorporated DBA CivicConnect, ATTN: LEGAL, at 915 Wilshire Blvd #2175, Los Angeles, CA 90017. Any such notice, in either case, must specifically reference that it is a notice given under these Terms. 

14.6	CONTRACTING PARTY; GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES
You are contracting with Civic Resource Group International Incorporated DBA CivicConnect with its principal place of business at 915 Wilshire Blvd #2175, Los Angeles, CA 90017. The laws of the State of California, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Los Angeles County, California, USA, for all disputes arising out of or relating to these Terms. CivicConnect may assign this contract to another entity at any time with or without notice to you. You may not assign your rights under this Agreement without CivicConnect's written consent. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.


14.7 Miscellaneous.  This Agreement constitutes the entire agreement between Civic Resource Group International Incorporated DBA CivicConnect and you concerning the subject matter hereof, and may only be modified by a written amendment signed by an authorized executive of CivicConnect or by the posting by CivicConnect of a revised version on the Site and/or through the Services and when the new terms take effect. Your continued use of or access to the Services once those terms take effect constitutes acceptance of those changes. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. 


15.	Definitions.  For purposes of this Agreement, the following terms shall have the following meanings: 

"CivicConnect Marks" means CivicConnect's trade names, trademarks, service marks, domain names and other visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress, characters and other publicity rights, or other indicia of ownership owned or used by CivicConnect.

"CivicConnect Platform" means one or more individual products comprising CivicConnect's hosted technology platform that are ordered by Customer hereunder, including all Software, together with any and all enhancements, modifications and upgrades thereto from time to time produced by or on behalf of CivicConnect.   	

"Content" means all information, text, pictures, data or other content provided by Customer or by any of Customer's partners, subagents or vendors to CivicConnect for purposes of presentation in the Services.  
	

"Customer Admin" means an employee or contractor of Customer that been identified and approved by Customer in writing to have access on Customer's behalf to some or all functions of the CivicConnect Platform as determined by Customer.

"Customer Failure" means Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.
"Customer Systems" means Customer's information technology infrastructure, including hardware, software, databases (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.
"Customer Marks" means Customer's trade names, trademarks, service marks, domain names and other visual representations thereof, including logos, designs, symbols, word marks, images, colors and color combinations, trade dress, characters and other publicity rights, or other indicia of ownership owned or used by Customer.

"Data" means all non-public data and information (a) directly submitted or provided to CivicConnect by Customer or any of Customer's Users, partners, agents or vendors in connection with Customer's use of the Services, which may include User PII ("Customer Data"), or (b) generated or collected as a result of any use of the Services of the CivicConnect Platform by Customer and any Customer users (the "Platform Data"). 

"Documentation" means technical publications such as reference guides, user guides, systems administration guides, and other technical guides (in hard copy or on-line) relating to the use of CivicConnect Platform or CivicConnect Marks.  

"Exception" means (a) access to or use of the CivicConnect Materials by Customer that does not comply with this Agreement and the Documentation (b) Customer Failure or any deficiency or failure of Customer Systems (c) "Force Majeure Event (as defined in Section 10.14); (d) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by CivicConnect pursuant to this Agreement (e.g., telecommunications or hosting facilities such as AWS); (e) scheduled downtime. 
	
"Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

"Software" means any software included in the CivicConnect Platform and/or used by CivicConnect to provide the CivicConnect Platform.

"User(s)" means any individual or entity that uses a Customer Application.

"User PII" means personally identifiable information regarding a User (e.g., name, address, email address, phone number or credit card number) that can be used to uniquely identify, contact or locate such User.