Terms & Conditions
Last updated: October 22, 2026
By accessing or using the Civic IQ platform (the “Service”) after the “Last updated” date above, you (“Customer”) agree to the terms of this Service Agreement (“Agreement”) with Civic IQ, Inc, a Delaware corporation (“Civic IQ,” “we,” or “Provider”). Provider and Customer are each a “Party” and together the “Parties.” If you are acting on behalf of an organization, you represent that you have authority to bind that organization. If you have executed a separate written service agreement with Civic IQ, that agreement governs your use of the Service to the extent it conflicts with these terms.
1. Solution Overview
Civic IQ monitors city, county, state, school district, and other public agency meetings, budgets, and capital plans, surfacing early notice of upcoming initiatives so Customer’s sales and marketing teams can engage decision-makers before formal procurement begins (the “Service”). The Service includes access to the Civic IQ platform, signal intelligence, agency and contact data, and the features described in any Order Form, including, where enabled, the Website & SEO features described in Section 25.
2. Definitions
• “Authorized User” means an individual employee or contractor of Customer authorized by Customer to access the Service and/or to access or use data exported or derived from the Service, up to the number of seats set forth in the applicable Order Form.
• “Civic IQ Data” means all data, signals, contact records, agency information, reports, and other content made available through the Service, excluding Customer Data.
• “Customer Data” means data, information, or materials that Customer or its Authorized Users upload, submit, or input into the Service. Customer Data does not include Civic IQ Data, even where Civic IQ Data has been exported into Customer-controlled systems.
• “Confidential Information” means non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including pricing, product roadmaps, business plans, and Customer Data.
• “Order Form” means a written ordering document executed by both Parties, or an online checkout completed by Customer, specifying Services, quantities, fees, or other terms, which is incorporated into this Agreement upon execution or completion.
3. Subscription; Authorized Users
3.1 Access. Provider grants Customer a non-exclusive, non-transferable right during the Term for Authorized Users to access and use the Service for Customer’s internal business purposes, subject to this Agreement and any Order Forms.
3.2 Service Changes. Provider may modify, enhance, update, replace, or discontinue features or functionality of the Service from time to time in the ordinary course of operating, maintaining, and improving the Service, provided that Provider will not materially reduce the overall functionality of the Service during the applicable subscription term, except where such changes are reasonably necessary to comply with applicable law, address security vulnerabilities, prevent misuse of the Service, or address material operational or technical issues.
3.3 Seats; True-Up. Customer shall maintain one subscribed seat for each Authorized User and shall not permit access to the Service, or use of data exported or derived from the Service, by more individuals than its subscribed seats. If the number of such individuals exceeds Customer’s subscribed seats, Customer shall purchase additional seats at the per-seat rate in the applicable Order Form, retroactive to the date the excess use began. Seats are assigned to named individuals and may be reassigned to replacement personnel but may not be shared concurrently.
4. Free Plans, Trials & Usage Data
Civic IQ may offer free plans, free trials, or beta features (collectively, “Free Access”). If you access the Service under Free Access, the following additional terms apply:
4.1 Usage Tracking. We collect and analyze information about your access to and use of the Service, including the features you use, pages you view, searches and queries you run, content you interact with, session frequency and duration, and device, browser, and network information (collectively, “Usage Data”).
4.2 Sharing with Partners. We may use Usage Data to operate, maintain, improve, and promote the Service, and we may share Usage Data — including with our business partners, service providers, and analytics and advertising partners — for their and our business purposes, consistent with our Privacy Policy and applicable law.
4.3 No Commitments. Free Access is provided “as is” without any support, availability, or warranty commitments, and we may modify, limit, suspend, or discontinue Free Access (or convert it to a paid plan) at any time with or without notice.
4.4 Communications. By signing up for Free Access and providing your email address and phone number, you consent to receive communications from Civic IQ at that email address and phone number, including account and service notices, product updates, newsletters, and information about Civic IQ offerings, and you agree that Civic IQ may call you at that phone number about your account and the Service. You may opt out of marketing emails at any time by using the unsubscribe link in any such email, and of calls by asking us to stop. Text messages are governed by Section 24; Civic IQ does not send marketing text messages.
4.5 Free Trials. If a paid plan includes a free trial, the paid subscription begins when the trial ends and the payment method provided at checkout will be charged at that time, unless Customer cancels before the trial ends.
5. Fees, Payment, Taxes & Suspension
5.1 Invoicing. Subscription fees, whether monthly or annual, are invoiced or charged to the payment method provided at checkout at the start of the subscription term and upon each renewal. Any implementation & setup fee is invoiced at the start of the subscription term. Additional seats, FOIA request overages, and add-on fees are invoiced as incurred or as set forth in the applicable Order Form. All invoices are due within the payment period stated in the applicable Order Form or, if none is stated, within fifteen (15) days from the invoice date.
5.2 Currency & Method. All fees are payable in USD via ACH, wire transfer, or check, or, for an online checkout, by the payment method provided at checkout.
5.3 Late Payments. Any amount not paid when due accrues interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid. Customer is responsible for reasonable costs of collection.
5.4 Taxes. Fees are exclusive of all sales, use, value-added, and similar taxes, which are Customer’s responsibility (excluding taxes on Provider’s income).
5.5 Suspension for Non-Payment. If any undisputed invoice remains unpaid more than fifteen (15) days after written notice of non-payment, Provider may suspend access to the Service until paid in full. Suspension does not relieve Customer of its payment obligations or extend the Term.
5.6 No Refunds. Except as expressly provided in this Agreement, fees are non-cancelable and non-refundable.
6. Term & Renewal
6.1 Term. A paid subscription begins on the start date stated in the applicable Order Form and continues for the initial subscription term stated in it, such as one (1) month or twelve (12) months (the “Initial Term”). Free Access has no fixed term; Customer may stop using it at any time, and Civic IQ may end it as described in Section 4.3.
6.2 Renewal. Each paid subscription automatically renews for successive renewal terms equal in length to its Initial Term (monthly subscriptions renew monthly and annual subscriptions renew for twelve (12) months), unless the applicable Order Form states otherwise. For subscriptions purchased through online checkout, Customer may cancel at any time in its account billing settings, and cancellation takes effect at the end of the then-current billing period. For subscriptions under an Order Form executed by both Parties, either Party may prevent renewal by providing written notice of non-renewal at least the renewal notice period stated in the Order Form (or, if none is stated, sixty (60) days) prior to the end of the then-current term. The Initial Term together with all renewal terms is the “Term.”
7. Termination; Effect of Termination
7.1 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches it and fails to cure within thirty (30) days after written notice describing the breach.
7.2 Effect of Termination. Upon expiration or termination: (a) all unpaid fees for the then-current term become immediately due, provided that if Customer terminates this Agreement under Section 7.1 for Provider’s uncured material breach, Customer will owe no fees for the period after the effective date of termination and Provider will refund Customer a pro-rata portion of any prepaid, unused fees for the remainder of the then-current term; (b) Customer’s access to the Service ends on the effective date of termination; and (c) each Party will return or destroy the other Party’s Confidential Information upon request.
7.3 Data Export & Deletion. Upon expiration or termination, Provider will, at Customer’s written election, return to Customer or delete all Customer Data in Provider’s possession or control within thirty (30) days, except to the extent Provider is required by applicable law to retain it, or where Customer Data is archived on back-up systems, in which case Provider will isolate it from further processing and delete it in accordance with its normal back-up deletion schedule. Customer may retain Civic IQ Data previously exported in compliance with this Agreement for internal record-keeping, but the use restrictions in Section 9 survive termination.
8. Access & Use Restrictions
Customer shall: (a) maintain the confidentiality of account credentials; (b) use the Service solely for its internal business purposes; (c) not share access with individuals who are not Authorized Users; (d) not reverse-engineer, scrape, or attempt to extract source code or underlying models; (e) not use the Service to build or train a competing product or data set; (f) comply with applicable law in its use of the Service; (g) be responsible for administering Authorized User accounts and permissions and for all activities occurring under Customer’s and its Authorized Users’ accounts; and (h) be responsible for maintaining appropriate administrative, technical, and physical safeguards to protect Civic IQ Data after it has been exported to Customer-controlled systems.
Provider may suspend Customer’s or any Authorized User’s access to the Service if Provider reasonably determines that use of the Service violates this Section 8, creates a security risk, or degrades the Service. Provider will use commercially reasonable efforts to provide prior notice and an opportunity to cure before suspension, unless immediate action is reasonably necessary to prevent harm, security risk, or ongoing misuse. In addition to its rights under Section 7.1, Provider may terminate this Agreement immediately upon written notice in the event of Customer’s willful or repeated material violation of this Section 8, or unauthorized resale or redistribution of Civic IQ Data in violation of Section 9.
9. Data Export & Use
9.1 General Export. Customer may export data available through the Service (including via CSV) into Customer-controlled systems (e.g., CRM, spreadsheets). As between the Parties, Customer may reuse exported data for its internal business purposes, subject to this Agreement. Customer may not sell, sublicense, re-license, distribute, or otherwise make Civic IQ Data (or outputs derived primarily from it) available to third parties as a standalone data product. Access to and use of exported data is limited to Authorized Users, and the seat true-up obligation in Section 3.3 applies to such use.
9.2 Contact Export Feature. The Service may include a feature allowing Customer to build and maintain a contact table within the platform and export those contacts to a Customer-designated CRM or other Customer-controlled system (the “Contact Export Feature”). Customer may use the Contact Export Feature for internal sales, outreach, account management, and related business development activities.
9.3 Fair Use. Use of the Contact Export Feature is subject to a fair and reasonable use standard. Customer shall not engage in: (a) automated or scripted bulk exporting intended to replicate or replace a data feed; (b) systematic exporting of a substantial portion of the Service’s contact database; (c) exporting primarily for offline storage, archiving, resale, or redistribution; (d) activity that degrades the Service, circumvents technical limits, or creates security risk; or (e) enabling access to exported data by individuals who are not Authorized Users.
9.4 Monitoring; Throttling. Provider may monitor export activity to protect the Service and prevent misuse. If Provider determines in good faith that export usage exceeds fair and reasonable levels, Provider may throttle, limit, or temporarily suspend exports. Provider will use commercially reasonable efforts to provide notice and an opportunity to cure before suspension, unless immediate action is reasonably necessary to prevent harm, security risk, or ongoing misuse. The Parties may agree by Order Form to higher-volume export rights and associated fees.
9.5 Compliance. Customer is solely responsible for ensuring that its use of exported contact information complies with applicable law (including telemarketing, email, and data protection laws such as CAN-SPAM and the TCPA) and for maintaining appropriate security controls in Customer-controlled systems into which Civic IQ Data is exported.
10. Order Forms; Order of Precedence
This Agreement may be supplemented by Order Forms. In the event of a conflict, the following order of precedence applies: (1) the applicable Order Form (solely for the Services it covers, and only where it expressly states it amends this Agreement); (2) this Agreement; (3) any policy or documentation referenced herein.
11. Integration & FOIA Services; Third-Party Services
11.1 Integration Services. Upon payment of applicable fees, Provider will use commercially reasonable efforts to deliver standard integration services (if requested). Additional work is billed at Provider’s then-current hourly rates as set forth in an Order Form.
11.2 Third-Party Services. Provider is not responsible for the availability, accuracy, or content of third-party services integrated with the Service. Customer is responsible for its CRM configuration and any third-party limits, fees, permissions, or API constraints.
11.3 FOIA Request Services. Upon Customer’s request, Provider will prepare and submit public records requests (each, a “FOIA Request”) to public agencies on Customer’s behalf, up to the monthly allotment set forth in the applicable Order Form. Customer is responsible for all fees, charges, and costs imposed by an agency in connection with a FOIA Request, which will be invoiced to Customer as incurred. Provider does not control agency response times, fees, or determinations, and makes no warranty regarding the timing, completeness, outcome, or fulfillment of any FOIA Request. Responsive records are provided to Customer as received from the agency and are made available for Customer’s internal business purposes, subject to Section 9.
12. Intellectual Property
12.1 Provider IP. As between the Parties, Provider retains all right, title, and interest in and to the Service, Civic IQ Data, and all underlying technology (including software, code, algorithms, models, data structures, designs, user interfaces, documentation, updates, and improvements). No rights are granted to Customer other than the limited rights expressly set out in this Agreement.
12.2 Customer Data. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Provider a non-exclusive, worldwide, royalty-free license during the Term to host, copy, process, transmit, and display Customer Data solely to provide the Service, support, and related security, troubleshooting, and maintenance.
12.3 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Provider may collect, generate, use, and retain aggregated, anonymized, and de-identified information derived from Customer’s and its Authorized Users’ use of the Service for analytics, benchmarking, security, product development, and other legitimate business purposes, provided that such information does not identify Customer, any Authorized User, or any other individual. As between the Parties, Provider owns all right, title, and interest in and to such aggregated, anonymized, and de-identified information.
12.4 Feedback. Customer may provide suggestions or feedback regarding the Service. Provider may use feedback without restriction or obligation.
12.5 Reservation of Rights. Except as expressly provided, neither Party grants the other any rights by implication, estoppel, or otherwise. Each Party reserves all rights not expressly granted.
13. Data & Security
13.1 Security; Use of Customer Data. Provider will implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data; use Customer Data only as necessary to provide the Service; and not disclose Customer Data to third parties except to subprocessors supporting the Service or as required by law. Where Customer Data includes personal information subject to applicable privacy law, Provider’s Data Processing Addendum published at civiciq.com/legal/dpa (or, if the Parties have executed a different data processing addendum, that addendum) governs such processing and is incorporated into this Agreement by reference.
13.2 Connected Accounts (Email & CRM). If Customer elects to connect its email account(s) or CRM to the Service, Provider will access and process data from such connected systems solely to: (a) personalize Authorized Users’ experience within the Service; and (b) provide integration functionality, including syncing data between the Service and Customer’s CRM or other connected systems. Connected-account data is Customer Data for purposes of this Agreement. Customer may disconnect a connected account at any time, after which Provider will cease accessing such system.
13.3 AI Training; No Sharing. Provider will not use Customer Data (including data obtained from connected email or CRM systems) to train, fine-tune, or improve any artificial intelligence or machine learning models, whether Provider’s or a third party’s, except: (a) to personalize the Service for Customer, where the resulting model, settings, or outputs are used only for Customer; or (b) where Customer or an Authorized User opts in to a specific feature that uses Customer Data for that purpose (for example, call transcription or phone dialer features), as described at the time of opt-in. An opt-in may be withdrawn at any time, after which Provider will not use newly collected Customer Data for that purpose. Data received through Google Workspace APIs is never used to train generalized artificial intelligence or machine learning models. Provider will not share, sell, license, or disclose Customer Data to any other Provider customer or to any third party, except to subprocessors acting on Provider’s behalf solely to provide the Service, or as required by law.
14. Warranties & Disclaimers
14.1 Mutual Warranties. Each Party represents that it has the legal power and authority to enter into this Agreement.
14.2 Data Disclaimer. The Service aggregates and derives information from public records, government meetings, budgets, and other third-party sources. PROVIDER DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF CIVIC IQ DATA, INCLUDING SIGNALS, CONTACT RECORDS, OR PROCUREMENT FORECASTS. CIVIC IQ DATA IS PROVIDED FOR INFORMATIONAL AND PROSPECTING PURPOSES ONLY, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ITS BUSINESS DECISIONS BASED ON THE SERVICE.
14.3 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
14.4 AI-Generated Output. Customer acknowledges that the Service uses artificial intelligence and machine learning technologies to extract, classify, summarize, and generate signals, insights, and other content (collectively, “AI Output”), and that AI Output is probabilistic in nature and may contain errors, omissions, or inaccuracies. Customer is solely responsible for independently verifying the accuracy, completeness, and suitability of AI Output before relying on it or taking action based on it. PROVIDER WILL HAVE NO LIABILITY ARISING FROM CUSTOMER’S USE OF OR RELIANCE ON AI OUTPUT THAT HAS NOT BEEN INDEPENDENTLY VERIFIED. AI Output constitutes Civic IQ Data for purposes of this Agreement.
14.5 Beta Features. Provider may make beta, preview, early access, pilot, or other pre-release features or functionality (“Beta Features”) available to Customer from time to time. Beta Features are provided solely for evaluation purposes on an “as is” and “as available” basis, may be modified, suspended, or discontinued at any time, and are excluded from any service commitments, support obligations, or warranties under this Agreement unless otherwise expressly stated in writing by Provider. Customer acknowledges that Beta Features may contain errors, defects, or inaccuracies and agrees to use Beta Features at its own discretion.
15. Support
Provider will provide commercially reasonable support to Authorized Users by email during Provider’s normal business hours and will use commercially reasonable efforts to maintain availability of the Service, subject to scheduled maintenance and circumstances beyond Provider’s reasonable control. Enhanced support or service levels, if any, are as set forth in an Order Form.
16. Publicity
Provider may use Customer’s name and logo to identify Customer as a customer in Provider’s marketing materials, case studies, and website, unless Customer provides written notice requesting exclusion. Any quote, testimonial, or detailed case study requires Customer’s prior written approval.
17. Confidentiality
17.1 Obligations. The receiving Party will: (a) use the disclosing Party’s Confidential Information only to perform under or exercise rights granted by this Agreement; (b) protect it with at least the same degree of care it uses for its own confidential information (and no less than reasonable care); and (c) not disclose it except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective.
17.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the receiving Party without restriction prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.
17.3 Compelled Disclosure. A Party may disclose Confidential Information to the extent required by law or legal process, provided it gives prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.
17.4 Duration; Return. Confidentiality obligations survive for three (3) years following expiration or termination of this Agreement (and, for trade secrets, for as long as such information remains a trade secret). Upon request, each Party will return or destroy the other’s Confidential Information, subject to routine backup retention.
18. Indemnification
18.1 Provider Indemnity. Provider will defend, indemnify, and hold harmless Customer and its affiliates, and their respective officers, directors, and employees, from and against any third-party claim, demand, suit, or proceeding (and reasonable resulting costs, damages, and expenses, including reasonable attorneys’ fees) to the extent arising from an allegation that the Service, as provided by Provider and used by Customer in accordance with this Agreement, infringes or misappropriates a third party’s intellectual property rights.
18.2 Customer Indemnity. Customer will defend, indemnify, and hold harmless Provider and its affiliates, and their respective officers, directors, and employees, from and against any third-party claim, demand, suit, or proceeding (and reasonable resulting costs, damages, and expenses, including reasonable attorneys’ fees) to the extent arising from: (a) Customer Data (including allegations that Customer Data infringes or violates law or third-party rights); (b) Customer’s use of the Service or exported data in violation of this Agreement or applicable law (including outreach, telemarketing, or email compliance laws); or (c) Customer’s products or services, including claims relating to Customer’s dealings with its end customers or prospects.
18.3 Infringement Mitigation. If the Service is, or in Provider’s reasonable opinion is likely to be, claimed to infringe, Provider may, at its expense and option: (a) procure the right for Customer to continue using the Service; (b) modify or replace the Service to be non-infringing with materially equivalent functionality; or (c) terminate access to the affected functionality and provide a pro-rata refund of prepaid, unused fees for the terminated portion. This Section states Provider’s sole liability and Customer’s exclusive remedy for third-party IP infringement claims regarding the Service.
18.4 Exclusions. Provider has no indemnity obligation for claims to the extent arising from: (a) combinations of the Service with items not provided by Provider; (b) modifications to the Service not made by Provider; (c) use of the Service not in accordance with this Agreement or documentation; or (d) Customer Data or outputs created from Customer Data.
18.5 Procedure. The Party seeking indemnification must promptly provide written notice of the claim and reasonable cooperation. The indemnifying Party will control the defense and settlement, but may not settle any claim imposing an admission of liability or non-monetary obligation on the indemnified Party without that Party’s prior written consent (not to be unreasonably withheld). Failure to provide prompt notice relieves the indemnifying Party only to the extent materially prejudiced.
19. Limitation of Liability
19.1 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
19.2 No Consequential Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
19.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s payment obligations; (b) Customer’s breach of Section 9 (Data Export & Use) or unauthorized resale or redistribution of Civic IQ Data; (c) either Party’s indemnification obligations under Section 18; and (d) a Party’s gross negligence, willful misconduct, or fraud.
19.4 Data & Confidentiality Cap. Notwithstanding Section 19.1, each Party’s total aggregate liability arising out of or related to a breach of Section 13 (Data & Security) or Section 17 (Confidentiality) will not exceed two (2) times the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability. Claims subject to this Section 19.4 are not Excluded Claims and remain subject to Section 19.2.
20. Force Majeure
Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government action, utility or internet failures, or denial-of-service attacks or the unavailability, delay, suspension, modification, or discontinuation of public agency meetings, records, data, websites, APIs, or other public information sources on which the Service depends.
21. Usage Monitoring
Provider may monitor usage of the Service to verify compliance with this Agreement, maintain Service performance, and improve the Service. Usage data collected in aggregated and de-identified form may be used for Provider’s analytics and product improvement and does not identify Customer or any individual.
22. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute arising out of or relating to this Agreement will first be addressed through good-faith negotiation between the Parties. If not resolved within thirty (30) days, the dispute will be finally resolved by binding arbitration in New York, New York administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. Each Party waives any right to a jury trial and to participate in a class action with respect to disputes under this Agreement.
23. Miscellaneous
23.1 Entire Agreement. This Agreement, together with all executed Order Forms and any Data Processing Addendum, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications. No terms in any Customer purchase order or similar document will apply.
23.2 Amendments. Civic IQ may revise this Agreement by posting an updated version on this page; material reductions in functionality will be announced at least thirty (30) days in advance, and continued use of the Service after an update constitutes acceptance. Otherwise, this Agreement may be amended only by a writing signed by authorized representatives of both Parties.
23.3 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice.
23.4 Waiver; Severability. No failure or delay in exercising any right is a waiver. If any provision is held invalid, the remainder remains in full force, and the provision will be modified to the minimum extent necessary to make it enforceable.
23.5 Independent Contractors. The Parties are independent contractors; this Agreement creates no partnership, joint venture, or agency relationship.
23.6 Survival. Sections 5 (with respect to accrued fees), 7.2–7.3, 9, 12, 14, 17, 18, 19, 22, 23, 25.2, 25.8, and 25.9 survive expiration or termination of this Agreement.
23.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature (e.g., DocuSign), each of which is deemed an original and together constitute one instrument.
24. SMS/Text Messaging
• Program Name. Civic IQ SMS Alerts.
• Program Description. Civic IQ sends text messages for three purposes: (a) one-time passcodes (OTP) for phone number verification, two-factor authentication, and account security; (b) an SMS-based query service that allows subscribed customers to send natural language questions about government contracts, vendor spending, agency contacts, and procurement opportunities, and receive informational text message responses; and (c) signal alerts that a customer sets up in its digest settings, which notify the phone numbers it adds of new government procurement signals by SMS or WhatsApp. A customer that adds a phone number for alerts is responsible for obtaining that person’s consent to receive them.
• Message Frequency. Verification codes are sent only when you initiate a sign-in or phone verification request. Query-response messages are sent only in direct response to your inbound queries. Signal alerts are sent when new signals match the alert settings, so their frequency depends on those settings and on signal volume. Overall message frequency varies.
• Message and Data Rates. Message and data rates may apply. Contact your mobile carrier for details about your text messaging plan.
• Help. For support, text HELP to our messaging number or email [email protected].
• Opt-Out. To stop receiving messages, text STOP to our messaging number at any time. You will receive a one-time confirmation message. Note that opting out may prevent you from receiving verification codes required for account access. You may re-enroll by sending a new query or initiating a new verification request. Alert recipients can also be removed from a customer’s alert settings at any time.
• Carrier Liability. Carriers are not liable for delayed or undelivered messages.
• Privacy. Refer to our Privacy Policy for information on how your messaging data is handled. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes.
25. Website & SEO Services
25.1 Definitions. “Website & SEO” means the Service’s features for Customer’s website and content, including site audits, search and AI visibility insights, content drafting, and a blog Provider hosts for Customer (a “Hosted Blog”). “Blog Content” means posts, pages, images and other material drafted, edited or published for Customer through Website & SEO, including AI-drafted text once Customer edits or approves it. “Visitor Data” means personal information about Hosted Blog visitors and people who contact Customer through the Hosted Blog, collected on Customer’s behalf.
25.2 Ownership of Blog Content. Notwithstanding Section 14.4, Blog Content is Customer Data, and Customer owns it. Customer grants Provider a license during the Term to host, cache, display and distribute Blog Content to provide the Hosted Blog, including through sitemaps, feeds, notifications to search engines, and Provider’s directory of hosted blogs. Provider’s templates, software and designs remain Provider IP.
25.3 Customer’s Website. Customer authorizes Provider and its service providers to crawl and read the website Customer connects to Website & SEO, and to copy its logos, colors, fonts, images and text to build Customer’s brand kit, knowledge of its business, and Blog Content. Customer represents that it owns or controls that website, and Provider uses what it copies only to provide the Service to Customer.
25.4 Approval and Publishing. Blog Content is published only after approval by an Authorized User with the company owner or company admin role (an “Approver”), either when an Approver publishes it or on a date an Approver set when approving it. Drafts the Service writes on its own, including scheduled and automated drafts, always wait for an Approver. Customer is the publisher of approved Blog Content and is responsible for it.
25.5 Content Standards. For Blog Content it approves, Customer represents that: (a) claims about certifications, authorizations, contract vehicles, statistics and results are accurate and supported; (b) it contains no fabricated reviews, testimonials or endorsements; (c) statements about competitors are factual and supported; (d) Customer has written permission before naming any agency or organization as a customer or using its logo; (e) Customer has the rights to all images and media in it, including those taken from Customer’s website; and (f) it is lawful, non-infringing and not defamatory. The Service’s claims checks and reminders help Customer meet these standards; they are not legal review.
25.6 Procurement Rules. Customer is responsible for complying with procurement laws, ethics rules and solicitation terms, including restrictions on contacting agency staff during an open solicitation. The Service’s reminders about open solicitations are informational and may be incomplete.
25.7 Removal. Provider may unpublish Blog Content that violates this Agreement or the law, or that is the subject of a credible complaint. Provider will give Customer notice where practicable.
25.8 Visitor Data. Provider collects and processes Visitor Data on Customer’s behalf, as Customer’s service provider, under the Data Processing Addendum and as described in Section 15 of Provider’s Privacy Policy. Provider will not sell Visitor Data, use it for targeted advertising, or use it to train artificial intelligence or machine learning models. Customer is responsible for its own use of Visitor Data once received, including having a lawful basis for any marketing to people who contacted it (for example, under CAN-SPAM in the United States and CASL in Canada).
25.9 Agency Visit Data. The Service may show Customer which organizations, such as public agencies, read its Hosted Blog, identified from the networks their visits come from. Agency visit data identifies organizations, not individuals, and matches are probabilistic. Customer will not try to identify individuals from it or combine it with other data to do so.
25.10 AI Visibility and Search Data. AI visibility results come from automated questions sent to AI assistants’ official APIs, and may differ from what any person sees in those assistants. Search data, such as rankings, search volumes, keyword difficulty and competitors’ estimated traffic, comes from third-party providers and is estimated; it may differ from what a search engine shows any person and from Customer’s own analytics. Provider does not guarantee rankings, citations, traffic or leads. Section 14.4 applies to AI visibility results, insights and other AI Output, other than Blog Content.
25.11 Search Console. If Customer connects Google Search Console, Provider accesses the connected property’s search data read-only and solely to provide Website & SEO. Section 13.2 applies to it as it does to connected email and CRM accounts.
25.12 End of Term. Because Blog Content is Customer Data, Section 7.3 applies to it. Provider will take the Hosted Blog offline when the Term ends.
By continuing to access or use the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
Questions about this Agreement? Contact [email protected].