Terms & Conditions
Our service agreement and terms of use
Civic IQ Master Subscription Agreement (Website Version)
Last updated: July 14 2025
By accessing or using the Civic IQ platform (the “Service”) after the “Last updated” date above, you (“Customer”) agree to the terms of this Master Subscription Agreement (“Agreement”) with Civic IQ Inc (“Civic IQ,” “we,” or “Provider”). If you are acting on behalf of an organization, you represent that you have authority to bind that organization.
1. Services
Civic IQ grants Customer a non-exclusive, limited right to access and use the Service in accordance with this Agreement and any executed order form or online checkout (“Order Form”).
2. Subscription Term
The subscription term, number of licenses, payment schedule, and any other commercial details are specified in the applicable Order Form. All fees are due and payable as set forth therein.
3. Access & Use
Customer agrees to
1. keep account credentials confidential;
2. use the Service only for internal business purposes;
3. prevent unauthorized access; and
4. refrain from reverse-engineering, decompiling, or otherwise attempting to discover source code.
4. Data & Security
Civic IQ will employ reasonable technical and organizational measures to safeguard Customer data, use such data solely to provide the Service, and not share it with third parties without consent. Customer retains all rights in Customer-provided data.
5. Order Forms
Each Order Form (including online checkouts) incorporates this Agreement. In the event of conflict, an Order Form prevails over this Agreement.
6. Integration Services
If specified in an Order Form, Civic IQ will use commercially reasonable efforts to deliver standard integrations. Custom or out-of-scope work is provided on a time-and-materials basis at Civic IQ’s then-current rates.
7. Third-Party Services
The Service may interoperate with third-party systems. Civic IQ is not responsible for their availability, content, or any resulting obligations or liabilities.
8. Ownership & Feedback
The Service, underlying software, and Civic IQ intellectual property remain Civic IQ’s sole property. Customer may provide suggestions or feedback; Civic IQ may use them without restriction.
9. Output
Reports, insights, or other materials generated from the Service (“Output”) are provided “as is.” Customer is responsible for verifying Output accuracy before reliance.
10. Restrictions
Customer shall not
1. reverse-engineer or decompile the Service;
2. share the Service with unauthorized users;
3. build a competing product; or
4. upload malicious content.
11. Confidentiality
Each party will protect the other’s non-public information using at least the same care it uses for its own similar information and at least reasonable care.
12. Publicity
Unless Customer opts out via written notice, Civic IQ may list Customer’s name and logo in customer lists and marketing materials. Case studies require mutual consent.
13. Fees & Payment
Invoices are due as stated in the applicable Order Form. Late amounts accrue interest at the rate specified therein or, if none, the maximum rate allowed by law. Fees are non-refundable except as expressly stated.
14. Indemnification
• Customer. Customer will defend and indemnify Civic IQ against third-party claims arising from Customer’s misuse of the Service or violation of law.
• Civic IQ. Civic IQ will defend and indemnify Customer against claims that the unmodified Service infringes third-party intellectual-property rights.
15. Limitation of Liability
Except for indemnification obligations, each party’s total liability is limited to the fees paid by Customer during the 12 months preceding the claim. Neither party is liable for indirect or consequential damages.
16. Force Majeure
Neither party is liable for failure to perform due to causes beyond reasonable control (e.g., natural disasters, internet outages).
17. Term & Termination
• Term. This Agreement remains in effect while Customer has an active subscription.
• Termination for Cause. Either party may terminate for uncured material breach (30-day notice) or insolvency.
• Effect. Upon termination, Customer access ceases. Customer may request data export for 30 days; fees accrued remain payable.
• Survival. Sections on confidentiality, indemnification, limitations, and miscellaneous terms survive termination.
18. Usage Monitoring
Civic IQ may monitor usage to ensure compliance with user-count and other limits.
19. Intellectual Property
Civic IQ retains all rights in the platform and enhancements. Customer retains all rights to Customer data and grants Civic IQ a license to process it for service delivery.
20. Updates to Terms
Civic IQ may revise these terms; material reductions in functionality will be announced at least 30 days in advance. Continued use after an update constitutes acceptance.
21. Business Continuity
Civic IQ maintains reasonable disaster-recovery measures but makes no absolute data-recovery guarantees.
22. Dispute Resolution
Disputes will first be negotiated in good faith (30 days). Unresolved disputes will be settled by binding arbitration in New Jersey under AAA rules. Either party may seek injunctive relief to protect IP or Confidential Information.
23. Miscellaneous
• Governing Law. New Jersey law governs, without regard to conflict-of-law principles.
• Assignment. Neither party may assign this Agreement without the other’s written consent, except to a successor in a merger or sale of substantially all assets.
• Amendments. Must be in writing and signed (electronically or otherwise) by both parties.
• Severability. Invalid provisions are severed; the remainder stays effective.
• Waiver. Failure to enforce any right is not a waiver of future enforcement.
By continuing to access or use the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement.