TERMS OF USE

AGREEMENT TO TERMS

 

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you”) and CivX, concerning your access to and use of the uscivx.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto CivX. You agree that by accessing the CivX Sites (including but not limited to the CivX mobile application, and collectively referred to herein as the “Site”), you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE OR MOBILE APPLICATION AND YOU MUST DISCONTINUE USE IMMEDIATELY.

 

Supplemental terms and conditions or documents that may be posted on the CIVX website(s) from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

 

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local Laws are applicable.

 

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the website(s) or mobile application.

 

INTELLECTUAL PROPERTY RIGHTS

 

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the content) and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

 

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

 

USER REPRESENTATIONS

 

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non­human means, whether through a bot, script or otherwise; (4) you will not use the Site for any Illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

 

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

 

PRODUCTS

 

All products are subject to availability. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.

 

 

 

CIVX CONTRIBUTIONS

 

Users shall have the option to make a monetary contribution to support (a “Support Contribution”) or oppose (an “Oppose Contribution”) certain Eligible Bills. A “Contribution” means either a Support Contribution or an Oppose Contribution. CivX shall deduct an administration fee equal to 10% of the amount of each Contribution (the “CivX Admin Fee”) and Users shall be charged a fixed processing fee equal to $0.30 per Contribution, which shall be in addition to the Contribution. The CivX Admin Fee shall be deducted at the time a Contribution is made and all Contributions shall be non-refundable.

 

In connection with each Eligible Bill, all associated Support Contributions shall be pooled together and separately earmarked (the “Support Pool”) and all associated Oppose Contributions shall be pooled together and separately earmarked (the “Oppose Pool”). Upon the occurrence of a Voting Event, the following shall occur: (i) an amount equal to the Support Pool minus corresponding CivX Admin Fee(s) (the “Net Support Funds”), if any, shall be disbursed equally to Running Members that voted “Yea” for the passage of the Eligible Bill and (ii) an amount equal to the Oppose Pool minus corresponding CivX Admin Fee(s) (the “Net Oppose Funds”), if any, shall be disbursed equally to Running Members that voted “Nay” for the passage of the Eligible Bill.

 

To the extent a Voting Event for an Eligible Bill does not occur by the Voting Deadline, any corresponding Net Support Funds and Net Oppose Funds shall be disbursed to certain default recipients (collectively, the “Default Recipients”) according to the following parameters (the “Default Conditions”): (A) if a Partial Voting Event has occurred, the Net Support Funds, if any, shall be disbursed equally to Running Members from the Originating Congress Chamber that voted “Yea” for the passage of the Eligible Bill and the Net Oppose Funds, if any, shall be disbursed equally to Running Members from the Originating Congress Chamber that voted “Nay” for the passage of the Eligible Bill, or (B) if a Partial Voting Event has not occurred, the Net Support Funds, if any, shall be disbursed equally to (i) the original sponsor(s) and co-sponsor(s) that introduced the Eligible Bill and (ii) any Committee Members involved with any Committee Action in support of the Eligible Bill, and the Net Oppose Funds, if any, shall be disbursed equally to (i) any Committee Members involved with any Committee Action in opposition of the Eligible Bill or, (ii) if there has been no Committee Action, the National Campaign Committees. A “Disbursement” shall mean any disbursement of Net Support Funds or Net Oppose funds to Running Members and/or Default Recipients in connection with a particular Eligible Bill.

 

Following a Voting Event or the occurrence of the Default Conditions, any applicable Disbursements shall be made to the extent the Per Candidate Disbursement exceeds the Per Candidate Disbursement Threshold. To the extent the Per Candidate Disbursement is less than the Per Candidate Disbursement Threshold, such Per Candidate Disbursement shall be deemed to be pledged towards each corresponding Running Member and/or Default Recipient (“Pledged Candidate Amounts”) and pooled together until such Pledged Candidate Amounts exceed the Per Candidate Disbursement Threshold, at which point such Pledged Candidate Amounts become Disbursements. Any Pledged Candidate Amounts that remain below the Per Candidate Distribution Threshold following the Voting Deadline shall be carried over to the next session of Congress.

 

All Disbursements are facilitated by National CivX, a nonconnected political action committee associated with CivX. National CivX shall use best efforts to make Disbursements on a quarterly basis, but under no circumstances shall Disbursements be made more than 10 calendar days following the Voting Deadline. During each Active Session of Congress, the aggregate Per Candidate Disbursements corresponding to each Running Member shall not exceed (i) $2,800 through the occurrence of any associated primary election (the “Primary Election Contribution Limit”), (ii) $2,800 between the occurrence of any associated primary election and the general election (the “General Election Contribution Limit”) and (iii) $2,800 between the occurrence of the general election and any associated runoff election (the “Runoff Election Contribution Limit”). In the event the aggregate Per Candidate Disbursements corresponding to any Running Member exceed the sum of the Primary Election Contribution Limit plus the General Election Contribution Limit plus the Runoff Election Contribution Limit (collectively, the “Active Congress Session Limit”), amounts above the Active Congress Session Limit shall be considered to be Pledged Candidate Amounts and carried over to the next session of Congress.

 

For the avoidance of doubt and by way of example, to the extent a User makes a $10.00 Contribution, such User shall be charged $10.30 and then: (i) $1.00 in connection with the CivX Admin Fee shall be payable to CivX, (ii) $0.30 shall be paid to CivX’s third-party payment processor and (iii) $9.00 shall remain in the bank account associated with National CivX. All Disbursements shall me made to the authorized committee associated with each applicable Running Member and/or Default Recipient. Per IRS Section 6113, all contributions made on CivX are not tax deductible.

 

The “Active Session of Congress” represents the current session of Congress.

 

“Committee Action” shall be defined as any formal voting activity by Committee Members.

 

“Committee Members” shall include any Running Members that participate in any committee and/or subcommittee assigned to take action on the Eligible Bill.

 

The “Congressional Election” represents the general election for members of the House of Representatives (the “House”) and the Senate.

 

“Elected Seats” represent all 535 elected seats of Congress within the House and the Senate.

 

“Eligible Bills” shall include any docketed Bills and Joint Resolutions displayed on CivX within the Featured Bills category, selections for which are made at the discretion of CivX. “Bills” include legislation designated by the letters “H.R.” or “S.” in the Congressional docket. “Joint Resolutions” include legislation designated by the letters “H.J.Res.” or “S.J.Res.” in the Congressional docket.

 

“Incumbent Members” include members of Congress currently holding a Reelection Seat.

 

The “National Campaign Committees” shall be comprised of the Democratic Congressional Campaign Committee (DCCC), the National Republican Congressional Committee (NRCC), the National Republican Senatorial Committee (NRSC) and the Democratic Senatorial Campaign Committee (DSCC).

 

A “Partial Voting Event” occurs when an Eligible Bill is formally voted upon and passed in either the House or the Senate, but not both (either, the “Originating Congress Chamber”).

 

The “Per Candidate Disbursement” represents the equal share of any Disbursement for a particular Eligible Bill attributable to (i) each applicable Running Member upon the occurrence of a Voting Event by the Voting Deadline or (ii) each applicable Default Recipient, as the case may be.

 

The “Per Candidate Disbursement Threshold” is equal to $0.01.

 

A “Reelection Seat” is an Elected Seat that is up for reelection during the next upcoming Congressional Election.

 

“Running Members” are defined as Incumbent Members running for reelection during the next upcoming Congressional Election.

 

The “Voting Deadline” shall be September 30th in the second year of the Active Session of Congress.

 

A “Voting Event” occurs when an Eligible Bill is (i) voted upon by the full House and passed and (ii) voted upon by the full Senate (the “Senate”) and passed, at which point such Eligible Bill is sent to the President of the United States for consideration.

 

INFORMATION COLLECTION BY CIVX FOR CONTRIBUTIONS

 

As per guidelines set forth by the Federal Election Commission (FEC), CivX is required to collect certain personal information from Users, and Users agree to provide the following personal information according to the following parameters:

 

(A) In connection with Contributions exceeding $50 by a User during the calendar year (either from a single Contribution or when aggregated with all other previous Contributions during the same calendar year), such User must provide their full name and address prior to being allowed to proceed.

 

(B) In connection with Contributions exceeding $200 by a User during the calendar year (either from a single Contribution or when aggregated with all other previous Contributions during the same calendar year), such User must provide their (i) full name and address and (ii) occupation and name of employer, prior to being allowed to proceed.

 

PAYMENT OF CONTRIBUTIONS

 

CivX accepts the following forms of payment:

 

Visa

Mastercard

American Express

Discover

PayPal

Apple Pay

 

You agree to provide current, complete, and accurate contribution and account information for all contributions made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.

 

You agree to pay all charges in effect for your contributions and any applicable fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

 

We reserve the right to refuse any Contribution made through the Site. We may, in our sole discretion, limit or cancel quantities contributed per person, per household, or per order. These restrictions may include Contributions placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit Contributions that, in our sole judgment, appear to be placed by dealers, reseller, distributors, and/or foreign nationals.

 

REFUNDS POLICY

 

All sales are final and no refunds will be issued.

 

PROHIBITED ACTIVITIES

 

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

 

As a user of the Site, you agree not to:

 

Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

 

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us

 

Use the Site to advertise or offer to sell goods and services.

 

Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

 

Engage in unauthorized framing of or linking to the Site.

 

Make improper use of our support services or submit false reports of abuse or misconduct.

 

Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.',

 

Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

 

Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

 

Attempt to impersonate another user or person or use the username of another user.

 

Sell or otherwise transfer your profile.

 

Use any information obtained from the Site in order to harass, abuse, or harm another person.

 

Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue­generating endeavor or commercial enterprise.

 

Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

 

Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

 

Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

 

Delete the copyright or other proprietary rights notice from any Content.

 

Copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

 

Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

 

Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active Information collection or transmission mechanism, including without limitation graphics, gifs, 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms” or ”pcms").

 

Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.

 

Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

 

Use the Site in a manner inconsistent with any applicable laws or regulations.

 

As per the Federal Election Campaign Act, Federal us Code Title 52 Section 30121, non-US citizens are forbidden from using the Donate feature on any CivX platform.

 

MOBILE APPLICATION LICENSE

 

Use License

 

If you access the Crowdsourcing Offerings via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application;(4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application;(8) use the application to send automated queries to any website or to send any unsolicited commercial email or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

 

Apple and Android Devices

 

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Crowdsourcing Offerings: (1) the license granted to you for our mobile application is limited to a non­transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and In accordance with the usage rules set forth in the applicable App Distributor\'s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;(3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the contribution price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting" country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

 

SUBMISSIONS

 

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Crowdsourcing Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

 

THIRD-PARTY WEBSITES AND CONTENT

 

The Site may contain (or you may be sent via the Site or the Crowdsourcing Offerings) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any contributions you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such contributions which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your contribution of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third­ Party Content or any contact with Third-Party Websites.

 

ADVERTISERS

 

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

 

SITE MANAGEMENT

 

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the Law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Crowdsourcing Offerings.

 

PRIVACY POLICY

 

“We care about data privacy and security. Please review our Privacy Policy: By using the Site or the Crowdsourcing Offerings, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site and the Crowdsourcing Offerings are hosted in the United States. If you access the Site or the Crowdsourcing Offerings from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children's Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.

 

TERM AND TERMINATION

 

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE CROWDSOURCING OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE CROWDSOURCING OFFERINGS OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 

MODIFICATIONS AND INTERRUPTIONS

 

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Crowdsourcing Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Crowdsourcing Offerings.

 

We cannot guarantee the Site and the Crowdsourcing Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Crowdsourcing Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Crowdsourcing Offerings during any downtime or discontinuance of the Site or the Crowdsourcing Offerings. Nothing in these Terms of Use Will be construed to obligate us to maintain and support the Site or the Crowdsourcing Offerings or to supply any corrections, updates, or releases in connection therewith.

 

GOVERNING LAW

 

These Terms of Use and your use of the Site and the Crowdsourcing Offerings are governed by and construed in accordance with the laws of the State of Colorado applicable to agreements made and to be entirely performed within the State of Colorado, without regard to its conflict of law principles.

 

DISPUTE RESOLUTION

 

Informal Negotiations

 

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least three hundred sixty six (366) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

 

Binding Arbitration

 

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAP Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in United States Summit County, Colorado. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

 

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Summit County, Colorado, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non convenient with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

 

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

Restrictions

 

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 

Exceptions to Informal Negotiations and Arbitration

 

The Parties agree that the following Disputes are not subject to the above provisions concerning Informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

 

CORRECTIONS

 

There may be Information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Crowdsourcing Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

 

DISCLAIMER

 

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM All WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USETHEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILTIY, FITNESS FOR A PARTICULAR PURPOSE, AND NON­-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND All PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE CONTRIBUTION OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

LIMITATIONS OF LIABILITY

 

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $1.00 USD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

INDEMNIFICATION

 

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, Including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

USER DATA

 

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

 

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

 

CALIFORNIA USERS AND RESIDENTS

 

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

 

MISCELLANEOUS

 

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no Joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

 

CONTACT US

 

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

 

contact@uscivx.com