This is a contract between you (the Customer) and us (Civitium, LLC dba CrowdFiber). It describes the products and services we will provide to you, how we will work together, and other aspects of our business relationship. By accepting the Quote, using the Subscription Service, or receiving the Consulting Services, you are agreeing to these terms.
"Agreement" means these Customer Terms of Service and all materials referred or linked to here.
“Confidential Information” means all information provided by you or us ("Discloser") to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
“Consulting Services" means the professional services provided to you by us, which may include specialty training services, integration, development services, or other consulting services.
"Customer Data" means all information that you submit or collect via the Subscription Service.
"Customer Materials" means all materials that you provide or post, upload, input or submit for display through the Subscription Service.
"CrowdFiber Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services.
"Order Form" or "Order" or “Quote” means the form by which you agree to subscribe to the Subscription Service and/or purchase Consulting or Custom Development Services. The purchase form may be referred to as a “Project Work Order” or “Statement of Work" if you are purchasing Consulting Services.
"Sensitive Information" means personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, or financial information.
"Subscription Service" means our CrowdFiberⓇ web-based geomarketing software, which is developed, operated, and maintained by us and includes all CrowdFiberⓇ Content.
"Subscription Term" means the Initial Subscription Term and any Renewal Subscription Terms.
"Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include apps such as CRM, billing, provisioning, data analytics, tracking, or other internal systems.
"Third-Party Sites" means third-party websites linked from within the Subscription Service, including Communications Services.
"Users" means employees, representatives, consultants, contractors, or other agents, who are authorized to use the Subscription Service for your benefit and have unique user identifications, functions, and passwords for the Subscription Service.
"We", "us" or “our” means Civitium, LLC doing business as CrowdFiberⓇ (“CrowdFiber”). For this Agreement, “located in” means your shipping or physical address.
"You", "your" or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable quote, invoice, Order Form or Statement of Work as the customer.
2. The Subscription Service
- Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement.
- Limits. Limits may apply to the number of zones, emails, signature requests, contacts or users. Any limits will be specified in your Order From and this Agreement. You will be charged fees associated with the Subscription level chosen as noted on your Order Form or Quote.
- Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
- Additional Features. You may subscribe to additional features of the Subscription Service by agreeing to a new Order Form or Statement of Work which may include custom developed features.
3. Customer Support
- Support. Support is included in your Subscription Fee. To receive support covered by our response time and SLA, send your support need to [email protected] or file a ticket within the product. Support for Subscription Service is available 8AM to 5PM Eastern Time Monday through Friday, excluding US national holidays with best effort same day response time. Additional support availability may be defined in your Order Form, Quote, or Statement of Work.
- Availability. The Subscription Service shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer for one day’s service fee. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
4. Consulting Services
You may purchase Consulting Services through an additional Statement of Work if not specified in your original Quote. Fees for these Consulting Services are in addition to your Subscription Fee. Unless otherwise agreed, all Consulting Services are performed remotely. We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.
5. Fees and Payments
- Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you (i) change products or subscription level, or (ii) subscribe to additional features or products, or (iii) exceed any limits established by your subscription level. Where a price change applies to you, we will notify you in advance, and charge or invoice you under the new price structure, starting with the next Billing Period.
- Onboarding fees as described in the Order Form are due in order to begin Subscription and all related services.
- Usage Charges. Any User with sufficient privileges may purchase usage-based products and services from within your subscription, including but not limited to automated and neighbor mailing, area mail, electronic signatures, and other variable products that may become available in the future. Unless otherwise indicated in your Order, you will be invoiced for these services at the end of the month they were incurred.
- Payment against invoice. All charges will be invoiced at the beginning of each subsequent Billing Period. All amounts invoiced are due and payable within ten (10) days from the date of the invoice, unless otherwise specified in the Quote.
6. Subscription Term and Renewal
- Initial Subscription Term. The initial subscription term shall begin on the effective date of your Subscription and expire at the end of a one year period, unless otherwise noted in your Quote.
- Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the shorter of the Initial Subscription Term or one year ("Renewal Subscription Term"). Written notice of non-renewal must be sent no less than thirty (30) days in advance of the end of the Subscription Term. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form. In addition, on renewal, the current product usage limits will apply to your subscription, unless otherwise agreed to by you and CrowdFiber. Should you decide not to renew, you may send the notice of non-renewal by email to [email protected].
7. CrowdFiberⓇ Proprietary Rights
This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws. The Subscription Service and Consulting Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Subscription Service and Consulting Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the CrowdFiber Content, the Subscription Service, or Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. CrowdFiberⓇ and Civitium logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission.
We encourage all customers to comment on the Subscription Service or Consulting Services and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment to you.
8. Customer’s Proprietary Rights
As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of a similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
10. Customer Responsibilities.
To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Resources that are typically required from you include at least one Marketing Coordinator, an Executive Sponsor and a Technical Resource.
You grant us the right to add your name and company logo to our customer list and website.
12. Customer Data
- Aggregate Data. We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any personally identifiable Customer or User Data.
- Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States. An audit of our technical safeguards is available upon request.
13. Use and Limitations of Use
Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including "robots," "spiders," or "offline readers" that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by emailing us at [email protected]
14. Third-Party Sites and Products
Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any person utilizing your User information, when said person obtained your User information either 1) with your knowledge, or 2) due to negligence on your part or by those to whom you entrusted your User information.
16. Disclaimers; Limitations of Liability
- Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE,CROWDFIBER CONTENT, OR CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
- Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
- Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
- YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
17. Restrictions and Responsibilities
- Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Subscription Services; modify, translate, or create derivative works based on the Subscription Service or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Subscription Service for time sharing, service bureau, or sub-lease purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
- Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Subscription Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like. Customer shall also be responsible for maintaining the security of any ancillary equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account.
18. Termination, Suspension and Expiration
- Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
- Termination for Convenience. Following initial subscription period, either party may terminate this Agreement upon thirty (30) days’ electronic notice. Upon any termination, All sections of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- Suspension for Prohibited Acts. We may suspend any User’s access to the Subscription Service for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
- Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service upon ten (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
- Suspension for Present Harm. If your website on, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.
- Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and CrowdFiber Content. If you terminate this Agreement for cause or default on delivery of the obligations contained in this agreement, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause (including payment default) and follow the notification guidelines of this agreement,all unpaid fees due through the end of the Initial Subscription Term will become immediately due and payable. Fees are otherwise non-refundable.
- Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of all Customer Data then in our possession or control. We may withhold access to the Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited and without obligation to do so, delete all Customer Data in our systems or otherwise in our control.
- State Law. This Agreement shall be construed and enforced in accordance with the laws of the state of Georgia.
- Force Majeure. Neither party will be responsible for failure or delay in performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
- Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
- Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
- Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
- Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To CrowdFiber, PO Box 1288, Rome, GA 30165
To you: your address as provided on the Order Form.
We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your email address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
- Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
- No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement.
- Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
- Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Fees and Payments’, ‘CrowdFiber’s Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.
- Precedence. In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.