Terms & Conditions

• “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.

• Access. Civic IQ grants Customer a non-exclusive, non-transferable right during the subscription term for Authorized Users to access and use the Service for Customer’s internal business purposes, subject to this Agreement and any Order Forms.

• 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 applicable per-seat rate, 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.

• Commercial Terms. The subscription term, coverage, number of seats, fees, and other commercial details are specified in the applicable Order Form.

• 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”).

• 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.

• 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.

• Invoicing. Fees are invoiced as set forth in the applicable Order Form and are payable in USD.

• 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.

• Taxes. Fees are exclusive of all sales, use, value-added, and similar taxes, which are Customer’s responsibility (excluding taxes on Civic IQ’s income).

• Suspension for Non-Payment. If any undisputed invoice remains unpaid more than fifteen (15) days after written notice of non-payment, Civic IQ may suspend access to the Service until paid in full. Suspension does not relieve Customer of its payment obligations.

• No Refunds. Except as expressly provided in this Agreement, fees are non-cancelable and non-refundable.

• Term & Renewal. Paid subscriptions continue for the term stated in the applicable Order Form and automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal within the notice period stated in the Order Form.

• 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.

• Effect of Termination. Upon expiration or termination, all unpaid fees for the then-current term become immediately due and Customer’s access to the Service ends; provided that if Customer terminates for Civic IQ’s uncured material breach, Customer will owe no fees for the period after termination and will receive a pro-rata refund of prepaid, unused fees.

• Data Export & Deletion. For thirty (30) days following expiration or termination (other than termination by Civic IQ for Customer’s breach), Civic IQ will make Customer Data available for export upon written request. Thereafter, Civic IQ may delete Customer Data from active systems, subject to routine backup retention and legal obligations.

• Survival. Provisions concerning accrued fees, data export and use restrictions, intellectual property, disclaimers, confidentiality, indemnification, limitations of liability, dispute resolution, and miscellaneous terms survive termination.

1. maintain the confidentiality of account credentials;

2. use the Service solely for its internal business purposes;

3. not share access with individuals who are not Authorized Users;

4. not reverse-engineer, decompile, scrape, or attempt to extract source code or underlying models, including via bots, scrapers, crawlers, or similar automated means;

5. not use the Service to build or train a competing product or data set;

6. not upload malicious content; and

7. comply with applicable law in its use of the Service.

• General Export. Customer may export data available through the Service (including via CSV) into Customer-controlled systems (e.g., CRM, spreadsheets) and 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.

• Fair Use. 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.

• Monitoring; Throttling. Civic IQ may monitor export activity to protect the Service and prevent misuse, and may throttle, limit, or temporarily suspend exports that exceed fair and reasonable levels, with notice and an opportunity to cure where practicable.

• 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.

• Integration Services. Upon payment of applicable fees, Civic IQ will use commercially reasonable efforts to deliver standard integration services. Additional work is billed at Civic IQ’s then-current hourly rates as set forth in an Order Form.

• Third-Party Services. Civic IQ 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.

• FOIA Request Services. Where included in an Order Form, Civic IQ will prepare and submit public records requests to public agencies on Customer’s behalf, up to the applicable monthly allotment. Customer is responsible for all agency fees and costs, which are invoiced as incurred. Civic IQ does not control agency response times, fees, or determinations, and makes no warranty regarding the timing, completeness, outcome, or fulfillment of any such request.

• Civic IQ IP. Civic IQ 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.

• Customer Data. Customer retains all right, title, and interest in and to Customer Data. Customer grants Civic IQ 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.

• Feedback. Customer may provide suggestions or feedback regarding the Service; Civic IQ may use feedback without restriction or obligation.

• Security; Use of Customer Data. Civic IQ 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.

• Connected Accounts (Email & CRM). If Customer elects to connect its email account(s) or CRM to the Service, Civic IQ will access and process data from such connected systems solely to personalize Authorized Users’ experience within the Service and provide integration functionality, including syncing data between the Service and Customer’s connected systems. Connected-account data is Customer Data for purposes of this Agreement. Customer may disconnect a connected account at any time, after which Civic IQ will cease accessing such system.

• No AI Training; No Sharing. Civic IQ 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 Civic IQ’s or a third party’s. Civic IQ will not share, sell, license, or disclose Customer Data to any other Civic IQ customer or to any third party, except to subprocessors acting on Civic IQ’s behalf solely to provide the Service, or as required by law.

• Data Disclaimer. The Service aggregates and derives information from public records, government meetings, budgets, and other third-party sources. CIVIC IQ 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.

• AI-Generated Output. The Service uses artificial intelligence and machine learning technologies to extract, classify, summarize, and generate signals, insights, and other content (“AI Output”). 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. CIVIC IQ 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.

• General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND CIVIC IQ DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

• By Civic IQ. Civic IQ will defend and indemnify Customer against third-party claims alleging that the Service, as provided by Civic IQ and used in accordance with this Agreement, infringes or misappropriates a third party’s intellectual property rights. If the Service is claimed to infringe, Civic IQ may procure the right for Customer to continue using it, modify or replace it with materially equivalent functionality, or terminate the affected functionality with a pro-rata refund of prepaid, unused fees. This states Civic IQ’s sole liability and Customer’s exclusive remedy for third-party IP infringement claims regarding the Service.

• By Customer. Customer will defend and indemnify Civic IQ against third-party claims arising from: (a) Customer Data; (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.

• Exclusions. Civic IQ has no indemnity obligation for claims arising from combinations of the Service with items not provided by Civic IQ, modifications not made by Civic IQ, use not in accordance with this Agreement, or Customer Data.

• 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.

• 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.

• Excluded Claims. “Excluded Claims” means: (a) Customer’s payment obligations; (b) Customer’s breach of Section 8 (Data Export & Use) or unauthorized resale or redistribution of Civic IQ Data; (c) either party’s indemnification obligations; and (d) a party’s gross negligence, willful misconduct, or fraud.

• Data & Confidentiality Cap. Each party’s total aggregate liability arising out of a breach of Section 12 (Data & Security) or Section 16 (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.

• 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.

• 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.

• Amendments. Except for updates made under Section 21, this Agreement may be amended only by a writing signed by authorized representatives of both parties.

• 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.

• Independent Contractors. The parties are independent contractors; this Agreement creates no partnership, joint venture, or agency relationship.

• Program Name. Civic IQ SMS Alerts.

• Program Description. Civic IQ sends text messages for two purposes: (a) one-time passcodes (OTP) for phone number verification, two-factor authentication, and account security; and (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.

• 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. No recurring or scheduled messages are sent. Overall message frequency varies based on your activity.

• 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.

• 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.