Last updated 10/10/2019
This Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between EnCiv, Inc. (“EnCiv,” “ENCIV,” “we,” “us,” or “our”) and you, the user of our online and/or mobile application(s) (“you” or “your”). EnCiv has developed and provides certain online and mobile applications and associated video hosting services either directly or through one or more of our affiliate organizations (collectively, the “Services”). This Agreement governs your use of our Services.
By using any of our applications and/or websites, recording and/or submitting or uploading any video, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.
If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.
We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.
This Agreement includes our Privacy Policy and the addenda listed in Section 11 below. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.
Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to:
Registration: Some of our Services will require that you create an online account to use them and/or certain of their features. To create an account, you must provide an email address and consent to receive notices from us at this email address.
Organizational Accounts: Corporate, nonprofit, and other organizational users must publicly display the legal name of their entity on their public account profile.
Age Requirements: You must be at least 16 years old to create an account and use our Services.
Team Members: Certain subscription plans may allow you to grant other registered users (“team members”) access to the account. Both you and each team member is deemed a party to this Agreement. You are responsible for the actions of your team members and must monitor their access and usage.
Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
Through the use of our online Candidate Conversations application, we may allow you to upload, submit, or publish (collectively, to “submit”) certain content, which may include certain video, text, and other visual or symbolic components (collectively, “content”). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 4. EnCiv may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. EnCiv may take all appropriate actions to enforce its rights including removing specific videos or suspending or removing your account.
You may not submit any content that:
Commercial content does not include references to your campaign’s website that includes information on how to donate to your campaign.
You hereby agree that we have the right to–
In using our Services, you may not:
You will not:
As between you and EnCiv, you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow EnCiv or its partners to host and stream your content, you grant EnCiv and its partners the permissions set forth below.
By submitting a video, you grant EnCiv permission to:
By enabling access to your video to any third party, you grant each such person permission to stream (and/or download or embed, as applicable) your video. For the purposes of this Section 5.1, your video includes its title, description, tags, and other metadata.
The license period begins when you submit the video to EnCiv and ends when you or EnCiv delete it. In all events and regardless of any such deletion, you agree that EnCiv may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) when the video is the subject of a takedown notice or other legal claim; or (c) when EnCiv good faith believes that it is legally obligated to do so.
You grant EnCiv permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties in connection with the content.
Any content that is not covered by the licenses set forth in Sections 5.1 or 5.2 above shall be governed by this Section 5.3 (e.g., text you submit in comments). You grant EnCiv a perpetual and irrevocable right and license to copy, transmit, distribute, publicly perform, and display such content through online means in connection with our Services.
All licenses granted by you in this Section 5: (a) are non-exclusive, worldwide, perpetual, irrevocable, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to EnCiv; rather, any breach of a term by EnCiv hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant (e.g., a Creative Commons license).
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights. We reserve all rights that are not expressly granted to you under this Agreement.
For each piece of content that you submit to or through EnCiv, you represent and warrant that:
You will indemnify, defend, and hold harmless EnCiv and its subsidiaries, parents, affiliates, directors, officers, employees, and agents, from and against all third-party actions arising from: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.
This Agreement begins when you first use our Services. Other than in the case of your breach of this Agreement (see next paragraph), either EnCiv or you may terminate this Agreement at any time by providing the other party with (14) days’ written notice.
If you breach this Agreement, EnCiv may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; and (b) suspend, delete, or limit access to your account or any content within it. If EnCiv deletes your account for breach, you may not re-register.
In the event of any termination or expiration, the following sections will survive: Section 5 (Licenses), Section 6.2 (Indemnification), Section 8 (Disclaimers), Section 9 (Limitation of Liability), and Section 10 (General Provisions).
ENCIV PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and Internet access.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ENCIV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, EnCiv makes no representations or warranties:
TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) ENCIV SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES; AND (B) ENCIV’S TOTAL LIABILITY TO YOU, EXCEPT FOR ENCIV’’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO ENCIV UNDER THIS AGREEMENT OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.
YOU UNDERSTAND AND AGREE THAT ANY LIABILITY, LOSS, OR DAMAGE THAT OCCURS AS A RESULT OF THE USE OF ANY CONTENT THAT YOU MAKE AVAILABLE THROUGH YOUR USE OF THE SERVICES IS SOLELY YOUR RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY PUBLIC DISPLAY OR MISUSE OF YOUR CONTENT.
Choice of Law: This Agreement will be governed by the laws of the state of California and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law.
Choice of Venue; Jury Trial Waiver: Any action relating to this Agreement or your use of our Services must be commenced in the state or federal courts located in San Diego County, California, United States of America; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, ENCIV AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
Reservation of Rights, Severability, Force Majeure: EnCiv reserves all rights not expressly granted herein. EnCiv’s rights and remedies are cumulative. No failure or delay by EnCiv in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed. EnCiv will not be liable for any delay or failure caused by a force majeure event.
Relationship: You and EnCiv are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and assigns.
Third Parties: We may provide links to and integrations with websites operated by others. The website operator, not EnCiv, is solely responsible for the content thereof, and your use of each such website will be subject to its terms of service. We may disable integrations with any third party at any time, with or without notice. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.
Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of EnCiv.
Addenda: This Agreement incorporates the following documents (and no others) by reference:
Notices: You must send any notices of a legal nature to us by email to: info@enciv.org