GovFit Client Service Agreement
This Client Service Agreement (the “Agreement”) is a binding agreement and governs access to and use of the GovFit platform (the “Platform”) and related services (collectively, the “Services”)—as provided by CivStart Ventures, Corp., a Delaware corporation located in Lexington, Kentucky (“CivStart,” “we,” “us,” or “our”)—by the company, organization, or other entity identified in the Client Application or Client Account registration process (“Client,” “you” “your”). CivStart and Client may also be referred to separately as a “Party” and, collectively, the “Parties.”
Access to the Services is subject to CivStart’s review and acceptance of an application that is submitted by or on behalf of a Client (“Client Application”). CivStart may approve or reject any application in its sole discretion.
In addition to the terms of this Agreement, Client agrees to be bound by our Privacy Policy and User Agreement, which are incorporated herein by reference.
Client may designate Client personnel who may use the Services on behalf of Client (“Authorized User”).
By clicking “Accept,” when presented with the option to accept this Agreement, by submitting a Client Application, by creating an account, or by otherwise accessing or using the Services, an Authorized User acknowledges and agrees that:
The Authorized User is acting on behalf of Client;
The Authorized User has the authority to bind the Client to this Agreement; and
The Authorized User has reviewed and agreed to the User Agreement and Privacy Policy.
If the Authorized User does not have authority to bind the Client, or if the Client does not unconditionally agree to this Agreement, neither the Authorized User nor the Client are authorized to access or use the Services.
Services
The Services are comprised of (a) the Platform (a business-to-government (“B2G”) innovation platform operated by CivStart that connects early-stage technology startups with public-sector decision-makers), (b) the additional Services listed below, and (c) any other Services we may offer from time-to-time via the Platform. The Services afford Client access to profiles of government challenges and procurement requirements for goods and services (“Signals”) and tools to request introductions facilitated by CivStart (“Connections”), manage outreach, and track engagement outcomes.
Recommended Signals. As part of the Services, CivStart may curate government Signals for you based on your solution profile and market focus (“Recommended Signals”). Recommended Signals are not exclusive and are simultaneously made available to other clients.
The Signal Pool. In addition to Recommended Signals, the Services provide Client access to a regularly updated, non-exclusive set of Signals curated by us (the “Signal Pool”). The Signals in the Signal Pool vary by category and opportunity type and may or may not be relevant to you. Signals in the Signal Pool are not exclusive to you and Connections via a given Signal from the Signal Pool may be provided to other clients as determined in our sole discretion. Please note:
We aim to update the Signal Pool weekly; however, the regularity of Signal Pool updates may be interrupted or reduced in frequency, such as for holidays or other circumstances, in CivStart’s sole discretion. We also reserve the right to change the cadence for providing updates to the Signal Pool. If the Signal Pool updates are subject to unplanned interruption or reduction in frequency, we will use commercially reasonable efforts to restore an appropriate cadence of updates.
Signals include the information we are permitted to disclose about the relevant contact, which may include such contact’s pain-points, interests, procurement budget, procurement priorities, or procurement capacity.
Request for Connection. When you request a Connection, we will review the request to ensure alignment and appropriateness with your solution profile and market focus. We may approve, deny, or postpone a Connection in our sole discretion.
Performance Reports. We will provide monthly summaries of Services accessed and used by you, including any outcomes.
You acknowledge and agree that Signals are for your information only, and we make no guarantee that any Signal will lead to a Connection, result in the purchase of your products or services, or reflect an actionable business prospect for you. Further, we make no guarantee that a Connection will lead to a productive business relationship and bear no responsibility for what happens after we provide you a Connection.
Client Obligations
KPI Reports. You agree to complete and provide us a quarterly Key Performance Indicator form, including feedback on our Services, Client performance metrics, updates on contracts arising out of Connections, and optional financial data (collectively, a “KPI Report” or “KPI Data”). This information is vital to our ability to provide you the Services and we use it for that purpose. This information is also collected to provide us with evidence-based feedback on the effectiveness of our Services. KPI Reports for the preceding calendar quarter shall be submitted to CivStart within thirty (30) days following the close of each quarter. CivStart may, in its sole discretion, provide incentives for timely submission of KPI Reports, which may include additional Credits or other rewards as determined by CivStart.
Standards of conduct. You acknowledge that Connections originate from CivStart’s valuable professional relationships, which we have cultivated and continue to maintain with care and intention. You agree to engage with our contacts in a courteous, respectful, and professional manner at all times, to foster a constructive environment, and to ensure that your Authorized Users do the same. CivStart reserves the right to cancel your Subscription and restrict access to the Services without notice if, at any time, we reasonably determine that you or your Authorized User have failed to uphold these standards of conduct.
Credit System
Credit-based model. Certain features of the Services are enabled through the redemption of Platform Credits (“Credits”). Clients receive a set number of Credits each month based on their Subscription Level. Unless otherwise stated in your Subscription Level, credits automatically roll over month-to-month on your Billing Date. Forfeited Credits are non-refundable. CivStart may audit, modify, or correct Credit balances in its sole discretion to reflect accurate allocations.
No Cash Value. Credits have no monetary or cash value. Credits may not be transferred, assigned, sold, exchanged, or otherwise disposed of, including among separate Client accounts or third parties, unless expressly permitted in writing by CivStart.
Credits Access. Your Subscription Level determines the number of Credits allocated to your master account (“Client Account”). CivStart may, in its sole discretion, offer or sell additional Credits or promotional Credits, or offer new features or services that are redeemable using Credits. Any additional terms applicable to promotional Credits will be provided at the time they are offered.
Credit Usage. One (1) Credit is equal to one (1) Connection request. All Connection requests are subject to CivStart’s review and approval, and CivStart may deny a request for any reason in its sole discretion. If CivStart denies a Connection request, the associated Credit will be returned to the Client Account. Credits in the Client Account may be redeemed by any Authorized User. Client is solely responsible for managing internal permissions, controls, and Credit use by Authorized Users. Credits redeemed by Authorized Users and approved by CivStart are final and will not be refunded, reversed, or reissued for any reason. CivStart may, from time to time, enable the use of Credits for additional functionality or Services, which will be communicated through the Platform or Subscription Level terms.
Eligibility & Accounts
Eligibility. You must be a B2G startup or similar business, as determined by CivStart in our sole discretion, to be eligible to become a Client and to receive the Services. You must also complete and submit the Client Application (available at https://www.civstart.ventures/startups) with all required information. Clients are responsible for user activity in their Client Account. By agreeing to this Agreement, you represent and warrant to us that neither you, nor any of your Authorized Users, have previously been suspended or removed from the Services and your registration and use of the Services is in compliance with any and all applicable laws and regulations.
Accounts and Registration. To access most of the Services, you must register for a Client Account. When you register for a Client Account, you agree that you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you may create a username and password (“Account Credentials”). You are solely responsible for safeguarding and maintaining the confidentiality of your Account Credentials. You are solely responsible for any activity that occurs under your Client Account. You agree to contact us at hello@civstart.ventures immediately if you become aware of any breach of security or unauthorized use of your Client Account.
Client Account Forfeiture. We reserve the right to cancel your Client Account at any time if, in our sole discretion, you have violated the terms of this Agreement or have otherwise behaved in a way inconsistent with the spirit of this Agreement.
Subscription Plans & Payments
Price. Client agrees to pay CivStart the fees (“Subscription Fees”), plus any applicable taxes, as set forth on CivStart’s Subscription Pricing Page (the “Subscription Pricing Page”). The Subscription Pricing Page, which is available upon request, is incorporated into this Agreement by reference.
Pricing Updates. We reserve the right to update the Subscription Fees in our sole discretion and at any time. without providing you with prior notice. For any increase in Subscription Fees (excluding changes due solely to taxes, government fees, or third-party payment processing costs), we will provide at least thirty (30) days’ prior notice (which may be provided by posting the updated fees on the Subscription Pricing Page, through the Platform, or by email). You will be considered to have notice of any changes to the Subscription Fees when we post them to the Subscription Pricing Page, and your continued use of the Services will constitute your agreement to the updated Subscription Fees. If you agree to the updated Subscription Fees, the updated Subscription Fees will be applied to your next payment that occurs on or after the end of the thirty (30) day period (or, for annual Subscriptions, at the start of your next annual Subscription term). We may implement price decreases, promotional pricing, or customized pricing immediately. If you do not agree to the updated Subscription Fees, your only remedy is to stop use of the Services and terminate your Subscription. We also reserve the right to offer customized pricing or discounts to individual Clients, notwithstanding the pricing on the Subscription Pricing Page, at our sole discretion.
Authorization. If you use a credit card or debit card for payment, you authorize us or our third-party payment processor to charge all sums of fees associated with your Subscription, including all applicable taxes, to the payment method specified in your Client Account. We may seek pre-authorization of your credit card account or initiate a verification process for your bank account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
Subscription Payment. When you sign up for a paid subscription (“Subscription”) for our subscription-based Services (“Subscription Service”), you will be enrolled in automatically recurring payments, which may be on an annual or a monthly basis, according to your selection upon registration for the Subscription, and as provided on the Subscription Pricing Page. If you sign up for a monthly Subscription, you will be charged the Subscription Fees each month on the day of the month on which you registered for your Subscription (“Billing Date”) (for example, if you registered on January 5, your Billing Date would be on the fifth of each month). If you register for your Subscription on the 30th or 31st of a month, your Billing Date of any month which does not have 30 or 31 days will be the last day of that month. If you sign up for an annual Subscription, your Billing Date will be on the anniversary of your Subscription registration each year. If you register for a Subscription, then you authorize us or our third-party payment processor to charge, on a going-forward basis, all accrued sums on the Billing Date, until the Subscription is canceled. Your payment method account will be charged automatically on the Billing Date on a recurring basis for all applicable fees and taxes for the next billing period.
Subscription Levels. Different Clients may be eligible for different levels of the Subscription Service (“Subscription Levels”), in our sole discretion, which may include access to different features or different Subscription Fees. For example, different Subscription Levels may be available to a certain Client according to whether the Client is a larger or smaller enterprise.
Cancellation. You may cancel your Subscription any time by managing your Subscription through the Services or contacting us at hello@civstart.ventures. Your access to the Services will cease on your next Billing Date. No refunds will be provided for partial months or unused Credits. You must cancel your Subscription Service seven (7) or more days before the next Billing Date to avoid billing to your account on such Billing Date.
Delinquent Accounts. If your payment method is no longer valid on your Billing Date, then we may suspend your Subscription until such payment method is updated. If such payment method is not updated within seven (7) days of the Billing Date, we may cancel your Subscription.
No Refunds: All fees and Credits are non-refundable except as expressly stated herein.
Licenses & Acceptable Use
Limited License. Subject to and conditioned on Client’s and its Authorized Users' compliance with the terms and conditions of this Agreement, CivStart hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.
Feedback. We respect and appreciate thoughts and comments from our Clients. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant CivStart an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Platform and Services and create other products and services. CivStart will have no obligation to use or provide you with compensation and/or attribution for any Feedback you provide to it.
Acceptable Use Policy. You must not:
access, search, or otherwise use any portion of the Platform using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by CivStart;
contact any Connection more than one (1) time per day or more than a total of ten (10) times without a reply;
spam, harass, or misrepresent affiliation;
violate applicable anti-spam, telemarketing, and privacy laws (including CAN-SPAM, TCPA, and state analogues).
sell or resell or share with third parties Signals or Connections;
interfere with security-related features of the Platform or Services, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service;
use the Services for any illegal purpose or in violation of any local, state, national, or international law;
use the Services in a manner that exceeds the access limitations in this Agreement, any restrictions imposed by your Subscription Level or other limitations that we may impose from time-to-time; or
use the Services in a manner that does not comply with government ethics, procurement, and lobbying laws applicable to outreach to public officials.
Violations of this Section 6.3 may result in immediate cancellation of your Subscription and Client Account without refund.
Intellectual Property & Confidentiality
Ownership; Proprietary Rights. The Services are owned by CivStart or its licensors and operated by CivStart. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, Signals, software, and all other elements of the Services provided by CivStart (“Materials”) are protected by intellectual property and other applicable laws, including but not limited to copyright, trademark, and trade secret laws. All Materials included in the Services are the property of CivStart or its third-party licensors. Except as expressly authorized by CivStart, you may not make use of the Materials. There are no implied licenses in this Agreement, and CivStart reserves all rights to the Materials not granted expressly herein.
Confidentiality. From time to time during the term of this Agreement, either Party (as the “Discloser”) may disclose or make available to the other Party (as the “Recipient”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to the public other than as a result of any breach of this Section 7.2 by the Recipient or any of its agents; (ii) is obtained by the Recipient or its agents on a non-confidential basis from a third-party that, to the Recipient’s knowledge, was not legally or contractually restricted from disclosing such information; (iii) the Recipient establishes by documentary evidence, was in the Recipient’s or its agents’ possession prior to disclosure by the Discloser hereunder; (iv) the Recipient establishes by documentary evidence, the information was or is independently developed by the Recipient or its agents without using any of the Discloser’s Confidential Information; or (v) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Recipient shall: (A) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Recipient’s agents who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach of this Section 7.2 caused by any of Recipient’s agents. Aggregated Services Data (as defined below) shall not be considered Confidential Information.
Marketing Rights. Client grants CivStart a non-exclusive, royalty-free right to use Client’s name, logo, trademarks, and brief descriptions of its products or services for promotional and informational purposes, including in marketing materials, public announcements, and event presentations, provided such use is accurate and not misleading.
Client may use CivStart’s name, logos, and trademarks solely as necessary in connection with materials provided by CivStart that bear such marks, or with CivStart’s prior written consent. Under no circumstances may Client alter, obscure, or remove any CivStart marks affixed to such materials.
Marketing Opt-Out. You may opt out of CivStart’s use of your name, logo, or related identifying information for marketing or promotional purposes at any time by contacting us at hello@civstart.ventures.
Data & Privacy
Data Use. During the Term and after, CivStart shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, KPI Data, other Client data, and data derived therefrom, collectively) (hereafter “Services Data”) and utilize Services Data: (a) to provide the Services to you; and (b) in any manner in connection with our business, including improving and developing our Services and promotion thereof, and as permitted by applicable law provided such Services Data has been aggregated (“Aggregated Services Data”). All information we collect through or in connection with the Services is subject to our Privacy Policy.
Third-Party Services and Linked Websites.
Third-Party Services. CivStart may provide links to third-party websites, apps, software, or other third-party services (“Third-Party Services”) and may also display, link to or otherwise make available third-party content, data, information, apps, or materials (“Third-Party Materials”) on the Services. CivStart does not endorse or control, and makes no representations or warranties of any kind, regarding any Third-Party Services or Third-Party Materials including, but not limited to, the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality or any other aspect thereof. Your use of Third-Party Services and Third-Party Materials is at your own risk. CivStart is not responsible for any issues, legal or otherwise, that may result from your use of the Third-Party Services or Third-Party Materials, including any loss, damage or harm of any sort incurred as a result of your use of Third-Party Services or Third-Party Materials. If you access or use any Third-Party Services or Third-Party Materials, CivStart’s terms and policies, including this Agreement, no longer govern such access. You should review the applicable terms and policies including, but not limited to, privacy and data gathering practices, of any Third-Party Service to which you navigate from the Services. For the avoidance of doubt, the terms and policies for Third-Party Services are solely between you and the Third-Party Services provider and not CivStart.
Privacy Policy. Please read the CivStart Privacy Policy located at https://civstart.ventures/privacy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of personal information. The CivStart Privacy Policy is incorporated by this reference into, and made a part of, this Agreement.
Email. We may send you emails concerning our Services, as well as those of third parties. You may opt out of promotional emails by clicking on the unsubscribe link in the email communication and/or as provided in our Privacy Policy (https://civstart.ventures/privacy).
Term & Termination
Term. The term of this Agreement commences when you create a Client Account and shall continue in effect until terminated according to the terms of this Agreement.
Termination for Convenience.
During the Initial Subscription Period, you may not terminate this Agreement except for as set out in Section 9.3 below.
After the Initial Subscription Period, you may terminate this Agreement at any time for any reason by deleting your Client Account and ceasing use of the Services, or by contacting us at hello@civstart.ventures.
We may terminate this Agreement at any time for any reason, in which case, we will refund you a prorated portion of any prepaid Subscription Fees corresponding to the number of days between the effective date of termination and the next Billing Date.
Termination for Cause.
We may terminate this Agreement immediately without any notice to you if you breach any of the terms and conditions of this Agreement.
You may terminate this Agreement if we materially breach the terms and conditions of this Agreement and fail to cure such breach within thirty (30) days of being notified in writing of such breach.
Effect of Termination. Upon termination, access to the Services ceases at the next Billing Date. CivStart Ventures may choose to terminate early due to violations of the Acceptable Use Policy and unused Credits are forfeited. The following Sections of this Agreement survive termination: Section 5.1, Section 7, Section 6.2, Section 10, Section 11, Section 12, Section 13, Section 14, Section 15, Section 17, and any other provision herein which should, by its nature survive the termination of this Agreement. You are solely responsible for retaining copies of any information you input into the Platform since upon termination of your Client Account, you may lose access to it. If your Client Account has been terminated for a breach of this Agreement, you are prohibited from creating a new Client Account on the Services using a different name, email address or other forms of account verification.
Disclaimers
ALL SERVICES AND MATERIALS PROVIDED THROUGH THE SERVICES (“SERVICE MATERIALS”) ARE PROVIDED “AS IS.” CIVSTART SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CIVSTART MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR SERVICE MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
Indemnification
Indemnification. You agree to defend, indemnify and hold harmless CivStart, our officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “CivStart Parties”) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorney’s fees and costs) arising out of, related to, or that may arise in connection with: (i) your violation of applicable law or regulation (ii) any actual or alleged violation or breach by you of this Agreement; (iii) your negligence or wilful misconduct; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (iv) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.
Indemnification Procedure. You shall promptly assume control of the defense and shall employ counsel reasonably acceptable to CivStart to handle and defend the same, at your sole cost and expense. CivStart may participate in and observe the proceedings at our own cost and expense with counsel of our own choosing. You shall not settle any action on any terms or in any manner that adversely affects the rights of the CivStart Parties without CivStart’s prior written consent.
Limitation of Liability
EXCLUSION OF DAMAGES. IN NO EVENT WILL THE CIVSTART PARTIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PLATFORM (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE CIVSTART PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT OF FEES RECEIVED BY PROVIDER FROM PARTNER ATTRIBUTABLE TO THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
These limitations shall apply to the fullest extent permitted by law. In some jurisdictions limitations of liability are not permitted; in such jurisdictions, some of the foregoing limitations may not apply to you.
Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Kentucky without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be subject to Mandatory Arbitration, as set out in Section 14 below, and, if arbitration does not apply, instituted exclusively in the federal courts of the United States or the courts of the State of Kentucky in each case located in Lexington and Fayette County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Dispute Resolution & Mandatory Arbitration
The Parties agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at 1123 Winchester Rd. Lexington, KY 40505. We will contact you based on the contact information you have provided us.
If, after thirty (30) days, the Parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with this section. The Parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they instead choose to have any disputes resolved through arbitration.
The Parties agree that any claim or dispute between them, and any claim by either Party against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from AAA directly. The arbitration shall take place at a location mutually agreed to by the parties or, if no such agreement is reached, as determined by AAA.
The Parties are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.
Either Party may bring qualifying claims in small claims court. Furthermore, as set forth below, we Party agrees that any arbitration will be solely between you and us, not as part of a class-wide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the class-wide dispute must be brought in court.
Either Party may bring qualifying claims in small claims court. Furthermore, as set forth below, we each agree that any arbitration will be solely between you and us, not as part of a class-wide claim (i.e., not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the class-wide dispute must be brought in court.
No Class Action
TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS; THAT IS, EITHER TO JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
Modifications
Modification of this Agreement. We reserve the right in our sole discretion and at any time and for any reason, to modify this Agreement. Modifications to this Agreement will be effective immediately upon posting on the Platform. It is your responsibility to review the Agreement from time to time for any changes. Your access and use of our Services following any modification of this Agreement will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use, immediately discontinue use of our Services and, if applicable, terminate your Subscription and/or Client Account.
Modification of the Platform. We reserve the right, in our sole discretion, to modify, enhance, suspend, or discontinue all or any portion of the Services at any time, whether temporarily or permanently, and without prior notice. This includes, without limitation, the addition, removal, or alteration of features, functionalities, or paid components of the Services. We will not be liable for any modification, suspension, or discontinuation of the Services, including any impact on access to or use of paid features. You are responsible for maintaining backup copies of any materials or information you submit or store through the Services, as CivStart does not guarantee continued access to such content following any changes to the Services.
Material Adverse Changes. If a ToS change materially and adversely affects Client’s rights or obligations (including pricing, termination rights, data usage, or confidentiality), Client may elect to terminate its subscription without penalty by providing written notice prior to the effective date of such change.
Miscellaneous
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without our prior written consent, which consent we may give or withhold in our sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving you (regardless of whether you are a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which our prior written consent is required. No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 17.2 is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
Interpretation. Throughout this Agreement,
the use of the word “including” means “including but not limited to”;
the word “or” is not exclusive;
the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole;
words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and
words denoting any gender include all genders.
Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Additional Terms. We reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique aspects of our Services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with this Agreement, the Additional Terms will control.
Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
Contact Information. The Services are offered by CivStart Ventures Corp., located at 1123 Winchester Rd. Lexington, KY 40505. You may contact us by sending correspondence to that address or by emailing us at hello@civstart.ventures.
Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.