Last Modified: April 15, 2025
PLEASE READ THESE TERMS CAREFULLY.
Our Civic Customer Services Agreement is a contract thatgoverns our customers' use of the Civic services. It consists of thisintroduction, the General Terms, Product Specific Terms, and all documents andterms referred or linked to in here (the “Agreement”).
We’ve aimed to keep these documents as readable as possible,but in some cases for legal reasons, some of the language is necessarily“legalese”. By using the Services, you are agreeing to these terms. We updatethese terms from time to time.
GENERAL TERMS
1. DEFINITIONS
"Affiliate" means any entity which directly orindirectly controls, is controlled by, or is under common control with a partyto this Agreement. For purposes of this definition, control means direct orindirect ownership or control of more than 50% of the voting interests of thesubject entity.
"Authorized Payment Method" means a payment methodaccepted by us, as may be updated from time to time, and which may includepayment through your account with a third party.
“Civic Auth” means the user login and management solution powered inpart by Passbird Research, Inc. dbaMetaKeep (“MetaKeep”), a third-party private key management software solutionprovider, and delivered by Civic that allows developers to onboard bothfirst-time and existing end users to a web3 environment. End users can connecttheir own existing web3 wallet or, if they don't have a web3 wallet, entertheir email, passkey or Google account; and a web3 wallet will be automaticallycreated on their behalf. This wallet provides access to Customer Properties(Customer’s platform and related properties) that are connected to Civic’sService. "Civic Content" means allinformation, data, text, messages, software, documentation, sound, video,photographs, graphics, images, and tags that we incorporate into the Service.
"Civic Pass" means the permissioning product that grants an End User a token. This token provides access toCustomer Properties (Customer’s platform and related properties) that areconnected to Civic’s Service (e.g. ID Verification Pass, Uniqueness Pass,Liveness Pass, and CAPTCHA Pass).
“Confidential Information” means all confidentialinformation disclosed by a party or its Affiliates ("DisclosingParty") to the other party ("Receiving Party"), whether orallyor in writing, that is designated as confidential or a reasonable person wouldconsider confidential. Confidential Information includes all informationconcerning: the Disclosing Party's customers and potential customers, past,present or proposed products, marketing plans, engineering and other designs,technical data, business plans, business opportunities, finances, research,development, and the terms and conditions of this Agreement. ConfidentialInformation does not include any information that (i) is or becomes generallyknown to the public without breach of any obligation owed to the DisclosingParty, (ii) was known to the Receiving Party prior to its disclosure by theDisclosing Party without breach of any obligation owed to the Disclosing Party,(iii) is received from a third party without breach of any obligation owed tothe Disclosing Party, or (iv) was independently developed by the ReceivingParty. Subject to the foregoing exclusions, Customer Data will be consideredConfidential Information under this Agreement regardless of whether or not itis designated as confidential.
"Contact" means a single individual (other than aUser) whose Contact Information is stored by you in the Platform Service.
"Contact Information" means the name, emailaddress, and similar information submitted by End Users to you.
"Customer Data" means all information that yousubmit or collect via the Service. Customer Data does not include CivicContent. Customer Data includes End User Data.
“Customer Properties” refers to a Customer’s platform andrelated properties that is connected to the Service.
“DPA” means the Civic Data Processing Agreement.
"End User" means a single individual (other than aUser) who uses the services offered through the Customer’s Properties and whoseContact Information may be stored in the Platform Service.
“End User Data” means data (other than Customer Data)related to an End User’s use of Customer’s Properties that is collected,inferred, created, stored, processed, transmitted, accessed, or used by Civic.
"Order" or "Order Form" means theCivic-approved form or online subscription process by which you agree toreceive the Service.
“Personal Data” means any information relating to anidentified or identifiable individual where (i) such information is containedwithin Customer Data and (ii) is protected as personal data, personalinformation, or personally identifiable information under applicable DataProtection Laws (as defined in the DPA).
"Platform Fee" means the amount you pay for thePlatform Service.
"Platform Service" means the Civic dashboard that allows you and your Users tomanage and verify identities of End Users.
"Privacy Policy" means the Civic Privacy Policyavailable at https://www.civic.com/legal/privacy-policy, as updated by us from time to time.
“Product Specific Terms" means the additionalproduct-related terms that apply to your use of Civic products. These termsform part of the Agreement and can be found at https://www.civic.com/legal/customer-product-specific-terms.
"Service" means all our web-based applications,tools, solutions, and platforms that we otherwise make available to you, andare developed, operated, and maintained by us, accessible via https://docs.civic.com/ or another designated URL. Thisincludes ID Verification Pass, Uniqueness Pass, Liveness Pass, CAPTCHA Pass,and Civic Auth.
"Transaction Fee" means the amount you pay on aper Civic Pass issued basis.
"Third-Party Products" means non-embedded productsand professional services that are provided by third parties which interoperatewith or are used in connection with the Service.
"Users" means your employees, representatives,consultants, contractors or agents who are authorized to use the Service foryour benefit.
"Civic", "we", "us" or “our”means Civic Technologies, Inc.
"You", "your" or “Customer” means theperson or entity using the Service and identified in the applicable accountrecord as the customer and your Affiliates included in the scope of yourpurchase.
2. USE OF SERVICES
2.1. Access. Uponsuccessful payment and account activation, you will be granted access to theServices described in your Order Form. Access is typically provisionedimmediately, unless otherwise stated.The rights granted to you in this Section2.1 are non-exclusive, non-sublicensable and non-transferable.
You must ensure that all access, use andreceipt by your Users is subject to and in compliance with this Agreement.
2.2. Prohibited and Unauthorized Use. You will not use theService in any manner that is unlawful or prohibited by this Agreement. Youwill not (a) reproduce, modify, adapt or create derivative works of theService; (b) rent, lease, distribute, sell, sublicense, transfer or provideaccess to the Service to a third party; (c) use the Service for the benefit ofany third party; (d) incorporate any Service into a product or service youprovide to a third party; (e) interfere with or otherwise circumvent mechanismsin the Service intended to limit your use; (f) reverse engineer, disassemble,decompile, translate or otherwise seek to obtain or derive the source code,underlying ideas, algorithms, file formats or non-public APIs to the Service,except to the extent expressly permitted by applicable law (and then only uponadvance notice to us); (g) remove or obscure any proprietary or other noticescontained in the Service; (h) use the Service for competitive analysis or tobuild competitive products; or (i) encourage or assist any third party to doany of the foregoing.
You may not use the Service if you are legally prohibitedfrom receiving or using the Service under the laws of the country in which youare resident or from which you access or use the Service. Additionally, you may not use the Service for any activity that violatesStripe’s Prohibitedand Restricted Businesses list.
3. FEES
3.1. Civic’s standard Fees for the Services are posted on the CivicPricing Page or provided in your Order Form. Your Fees may include Platform Fees and TransactionsFees.
3.2. Platform Fees. We may increase your Platform Fee. If this increase applies to you, we will notify you atleast thirty (30) days in advance. If you do not agree to this increase, youcan choose to terminate your Service by writing to us at support@civic.com.
3.3. Transaction Fees. By using the Services and having an EndUser use a Civic Pass, you may be required to pay a Transaction Fee. You agreeto pay all applicable Transaction Fees. Civic reserves the right to adjust itspricing and fees at any time.
3.4. Payment of Fees. You authorize us to use third-party service providers, including Stripe,Inc. (“Stripe”), to process payments. By making a payment through the Serviceusing Stripe, you agree to be bound by Stripe’s Termsof Service and Privacy Policy, as they may be updated from time to time. You acknowledge that Civicdoes not store your full payment card information and that all such data ishandled securely by Stripe. You consent to the disclosure of your paymentinformation to Stripe and other payment processors as necessary to completetransactions and support your account.
All fees are charged in U.S. Dollars unless otherwise specified in yourOrder Form. If your Order Form includes subscription or recurring services, youauthorize Civic to charge your selected payment method on a recurring basisuntil canceled, as outlined in the applicable Order Form.
If you use crypto, you have to obey all the laws that applyto your use of crypto. Plus, you understand that we need to verify that you arewho you say you are, so you agree: (i) to give us all information that we askfor (so that we can verify who you are) and that it is 100% accurate (andyou’ll update us if any information changes); (ii) to give us permission to askothers for information about you to verify you are who you say you are and totake action to verify your identity and protect us all against fraud orfinancial crime; (iii) to allow us to share your personal information withcredit bureaus or with government agencies that investigate fraud or financialcrime.
3.5. Payment Against Invoice. All amounts invoiced are due andpayable within thirty (30) days from the date of the invoice, unless otherwisespecified in the Order Form.
3.6. Payment Information. You will keep your business informationup to date, including your company name, address, and primary contact. You willalso keep your Authorized Payment Method and billing information up to date forthe payment of incurred and recurring fees, including your tax information. Unless otherwise provided in your Order Form or required by applicablelaw, all fees are non-refundable. If you believe a charge was made in error,please contact support@civic.com within 14 days of the transaction..
3.7. Sales Tax. All fees are exclusive of taxes, which we willcharge as applicable. You agree to pay any national, state, or local sales,use, value added or other tax, tariff, duty, or assessment levied or imposed bythe United States, or any foreign governmental authority arising out of orrelated to any of the transactions contemplated by this Agreement, other thantaxes based upon Civic’s income. Customer must pay directly, or reimburse Civicfor the amount of such sales, use, value added or other tax, tariff, duty, orassessment which Civic is at any time obligated to pay or collect.
4. TERMINATION
4.1. Your Termination.You may terminate this Agreement at any time by closing your Civic account,emailing support@civic.com, or bystopping your use of the Service.
4.2. Civic Termination. Civic may terminate this Agreement andthe Services at any time for no reason by notifying you. In addition, Civic mayterminate this Agreement for cause: (i) upon thirty (30) days’ notice of amaterial breach if such breach remains uncured at the expiration of suchperiod, or (ii) immediately, if you become the subject of a petition inbankruptcy or any other proceeding relating to insolvency, cessation ofbusiness, liquidation or assignment for the benefit of creditors. We may terminatethis Agreement, effective immediately upon written notice, if you file, orthere has been a file against you of, a petition for voluntary or involuntarybankruptcy or pursuant to any other insolvency law, makes or seeks to make ageneral assignment for the benefit of its creditors, or applies for, orconsents to, the appointment of a trustee, receiver, or custodian for asubstantial part of its property.
We may also terminate this Agreement for cause on thirty(30) days’ notice if we determine that you are acting, or have acted, in a waythat has or may negatively reflect on or affect us, our prospects, or ourcustomers.
4.3. Suspension for Non-Payment. We will provide you with noticeof non-payment of any amount due. Unless the full amount has been paid, we maysuspend your access to the Service for ten (10) days after such notice. We willnot suspend the Service while you are disputing the applicable chargesreasonably and in good faith and are cooperating diligently to resolve thedispute.
4.4. Effect of Termination or Expiration. Upon termination orexpiration of this Agreement, you will stop all use of the Service, and we maydeactivate your Platform Service and any other access to our Services. If youterminate this Agreement for cause, we will promptly refund any prepaid butunused fees covering use of the Platform Service after termination. If weterminate this Agreement for cause, you will promptly pay all unpaid fees due.Fees are otherwise non-refundable.
5. CUSTOMER DATA
5.1. Customer’s Proprietary Rights. You own and retain all rightsto the Customer Data and Customer Properties. This Agreement does not grant usany ownership rights to Customer Data and Customer Properties. You grantpermission to us to use the Customer Data and Customer Properties only asnecessary to provide the Service to you and as otherwise permitted by thisAgreement. If you are using the Service on behalf of another party, then yourepresent and warrant that you have all sufficient and necessary rights andpermissions to do so.
5.2. Limits on Civic. We will not use Customer Data to contactany individual or company except as you direct or otherwise permit. We will useCustomer Data only in order to provide the Service to you and only as permittedby applicable law and this Agreement.
5.3. Usage Data. Wemay collect information about you and your Users when you interact with theService as permitted by the Agreement.
5.4. Protection of Customer Data. The terms of the DPA are herebyincorporated by reference and will apply to the extent any Customer Dataincludes Personal Data. The DPA sets out how we will process Personal Data onyour behalf in connection with the Service provided to you under thisAgreement. We will maintain commercially appropriate administrative, physical,and technical safeguards to protect Personal Data as described in the DPA,including our Security Measures in Annex 2 of our DPA.
5.5. Retention, Deletion and Retrieval of Customer Data. Aftertermination or expiration of your Service, we will have no obligation tomaintain or provide you the Customer Data. We will delete all Customer Data inour systems or otherwise in our control unless (i) we are legally prohibited or(ii) save as set out in our DPA.
6. INTELLECTUALPROPERTY
6.1. This is an agreement for access to and use of the Service,and you are not granted a license to any software by this Agreement. We retainall intellectual property rights to the Service and any other products orservices provided under this Agreement.
6.2. We encourage all customers to comment on the Service andprovide suggestions for improving it. You agree that all such comments andsuggestions will be non-confidential and that we own all rights to use andincorporate them into the Service, without payment or attribution to you.
7. CONFIDENTIALITY
7.1. The Receiving Party will: (i) protect the confidentiality ofthe Confidential Information of the Disclosing Party using the same degree ofcare that it uses to protect the confidentiality of its own confidentialinformation of like kind, but in no event less than reasonable care, (ii) notuse any Confidential Information of the Disclosing Party for any purposeoutside the scope of this Agreement, (iii) not disclose ConfidentialInformation of the Disclosing Party to any third party (except those third partyservice providers used by us to provide some elements of the Service), and (iv)limit access to Confidential Information of the Disclosing Party to those ofits and its affiliates' employees, contractors and agents who need such accessfor purposes consistent with this Agreement and who have signed confidentialityagreements with the Receiving Party containing protections no less stringentthan those herein.
7.2. The Receiving Party may disclose Confidential Information ofthe Disclosing Party if required to do so under any federal, state, or locallaw, statute, rule or regulation, subpoena or legal process; provided, however,that (i) the Receiving Party will provide the Disclosing Party with promptnotice of any request that it disclose Confidential Information, sufficient toallow the Disclosing Party to object to the request and/or seek an appropriateprotective order or, if such notice is prohibited by law, the Receiving Partywill disclose the minimum amount of Confidential Information required to bedisclosed under the applicable legal mandate; (ii) the Receiving Party willrefer the request to the Disclosing Party and will provide reasonableassistance to the Disclosing Party, at the Disclosing Party’s cost, in opposingsuch disclosure or seeking a protective order, unless the Receiving Party isexplicitly prohibited from doing so by law or court order; and (iii) in noevent will the Receiving Party disclose Confidential Information to a partyother than a government agency except under a valid order from a court havingjurisdiction requiring the specific disclosure, including in circumstanceswhere the Disclosing Party refuses to provide their consent or fails to respondto the Receiving Party’s inquiries in connection with the request to disclosethe Confidential Information.
8. PUBLICITY
8.1. You grant us the right to add your name and company logo toour customer list and website.
9. INDEMNIFICATION
9.1. You will indemnify, defend and hold us and our Affiliatesharmless, at your expense, against any third-party claim, suit, action, orproceeding (each, an "Action") brought against us (and our officers,directors, employees, agents, service providers, licensors, and Affiliates) bya third party not affiliated with us or our Affiliates to the extent that suchAction is based upon or arises out of (a) unauthorized or illegal use of theService by you or your Affiliates; (b) your or your Affiliates' noncompliancewith or breach of this Agreement; (c) your or your Affiliates negligence, fraudor willful misconduct; or (d) the unauthorized use of the Service by any otherperson using your User information.
9.2. We will: notify you in writing within thirty (30) days ofour becoming aware of any such claim; give you sole control of the defense orsettlement of such a claim; and provide you (at your expense) with any and allinformation and assistance reasonably requested by you to handle the defense orsettlement of the claim. You will not accept any settlement that (i) imposes anobligation on us; (ii) requires us to make an admission; or (iii) imposesliability not covered by these indemnifications or places restrictions on uswithout our prior written consent.
10. DISCLAIMERS;LIMITATION OF LIABILITY
10.1. Performance Warranty. We warrantthat: (i) the Service will be provided in a manner consistent with generallyaccepted industry standards, and (ii) we will not knowingly introduce anyviruses or other forms of malicious code into the Service.
In the event of non-conformance with this warranty, we willuse commercially reasonable efforts to correct such non-conformance. If wecannot correct such non-conformance, then either party may terminate thisAgreement by providing the other party written notice. If you terminate theAgreement for this reason, we will promptly refund any prepaid but unused feescovering use of the Service.
We will not have any obligation or liability under thissection if the non-conformance is caused by or based on: (i) any combination ofthe Service with any hardware, software, equipment, or data not provided by us,(ii) modification of the Service by anyone other than us, or modification ofthe Service by us in accordance with specifications or instructions that youprovided, or (iii) use of the Service in violation of or outside the scope ofthis Agreement.
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE ANDEXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
10.2. Disclaimer of Warranties. EXCEPT ASSET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUROBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OF THIS AGREEMENT, WEAND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THESUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY ORCOMPLETENESS OF THE SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICEFOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLEAT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "ASIS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIESAND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARDTO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
10.3. No Indirect Damages. TO THE EXTENTPERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FORANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OFPROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TOTHIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THETHEORY OF LIABILITY.
10.4. Limitation of Liability. EXCEPT FORYOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUROBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FORVIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMSOF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANYLIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIESAGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BELIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SERVICE INTHE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
10.5. Third Party Products. WE AND OURAFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOUUSE.
10.6. Agreement to Liability Limit. YOUUNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OFLIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
11. MISCELLANEOUS
11.1. Disputes and Arbitration. TheParties agree that any dispute arising in connection with the interpretation ofthis Agreement, the performance of either Party under this Agreement, orotherwise relating to this Agreement will be treated in accordance with theprocedures set forth in this Section, prior to the resort by either Party toarbitration or litigation in connection with such dispute. Such procedure willbe invoked by either Party presenting to the other a Notice of Request forResolution of Dispute (a "Notice") identifying the issues in disputesought to be addressed hereunder. A telephone or personal conference of theexecutives representing each party will be held within ten (10) business daysafter the delivery of the Notice. In the event that the telephone or personalconference between these executives does not take place or does not resolve thedispute, either Party may refer the dispute to binding arbitration pursuant tothe arbitration provisions set forth below.
All claims or disputes between the Parties arising out of orrelating to this Agreement will be decided by arbitration pursuant to theCommercial Arbitration Rules of the American Arbitration Association currentlyin effect and in accordance with Title 9 of the United States Code, unless theParties mutually agree otherwise in writing. Notice of the demand forarbitration must be filed, in writing, with the other Party and must be madewithin a reasonable time after the dispute has arisen. All statutes of limitation,which would otherwise be applicable in a judicial action brought by a Party,will apply to any arbitration or reference proceeding hereunder. Thearbitration will be decided by a panel of three (3) arbitrators selected underthe Commercial Arbitration Rules of the American Arbitration Association.Arbitration will be initiated in San Francisco, California. Said arbitrationwill occur within thirty (30) consecutive days after the Party demandingarbitration delivers the written demand on the other Party, unless the Partiesmutually agree otherwise in writing. The award rendered by the arbitrators willbe final, and judgment may be entered upon it in accordance with applicable lawin any court having jurisdiction thereof. Except by written consent of theParties, no arbitration arising out of or relating to this Agreement mayinclude, by consolidation, joinder or in any other manner, any person or entitynot a party to the Agreement under which such arbitration arises. Thearbitration agreement herein among the Parties will be specifically enforceableunder applicable law in any court having jurisdiction thereof. Neither Partywill appeal such award nor seek review, modification, or vacation of such awardin any court or regulatory agency.
The arbitrators will award to the prevailing Party, if any,as determined by the arbitrators, all of its Costs and Fees. "Costs andFees" mean all reasonable pre-award expenses of the arbitration, includingthe arbitrators' fees, administrative fees, travel expenses, out-of-pocketexpenses (such as copying and telephone), court costs, witness fees, andattorneys' fees.
11.2. Governing Law and Jurisdiction.Where the arbitration provisions of this Agreement are inapplicable, thisAgreement will be governed by and construed in accordance with the laws of theState of California, without reference to conflict of laws principles. TheParties agree that any legal action brought under or in conjunction with thisAgreement will be brought in a federal or state court of appropriatejurisdiction in the State of California and venue will be proper in that court.
11.3. Amendment; No Waiver. This Agreement may not be amendedexcept in a writing executed by authorized representatives of Civic andCustomer. No delay in exercising anyright or remedy or failure to object will be a waiver of such right or remedyor any other right or remedy. A waiver on one occasion will not be a waiver ofany right or remedy on any future occasion.
11.4. Force Majeure. Except for paymentobligations of amounts due under this Agreement, neither party will beresponsible for failure or delay of performance if caused by: an act of war,hostility, or sabotage; act of God; electrical, internet, or telecommunicationoutage that is not caused by the obligated party; government restrictions;pandemic; or other event outside the reasonable control of the obligated party.Each party will use reasonable efforts to mitigate the effect of a forcemajeure event.
11.5. Actions Permitted. Except foractions 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 broughtby either party more than one (1) year after the cause of action has accrued.
11.6. Relationship of the Parties. You andwe agree that no joint venture, partnership, employment, or agency relationshipexists between us.
11.7. Compliance with Laws. We will complywith all U.S. state and federal laws (where applicable) in our provision of theService. We reserve the right at all times to disclose any information asnecessary to satisfy any law, regulation, legal process or governmentalrequest.
You will not directly or indirectly export, re-export, ortransfer the Service to prohibited countries or individuals or permit use ofthe Service by prohibited countries or individuals.
11.8. Severability. If any part of thisAgreement or an Order Form is determined to be invalid or unenforceable byapplicable law, then the invalid or unenforceable provision will be deemedsuperseded by a valid, enforceable provision that most closely matches theintent of the original provision and the remainder of this Agreement willcontinue in effect.
11.9. Notices. To Civic: Notice will besent to the contact address set forth below, and will be deemed delivered as ofthe date of actual receipt.
Civic Technologies, Inc.
548 Market Street #45306
San Francisco, California 94104
Email: legal@civic.com
Attn: Legal
To you: your address as provided in the Order. We may giveelectronic notices by general notice via the Service and may give electronicnotices specific to you by email to your e-mail address(es) on record in ouraccount information for you. You must keep all of your account informationcurrent.
11.10. Entire Agreement. This Agreement(including each Order), along with our Privacy Policy is the entire agreementbetween us for the Service and supersedes all other proposals and agreements,whether electronic, oral or written, between us. We object to and reject anyadditional or different terms proposed by you. Our obligations are notcontingent on the delivery of any future functionality or features of theService or dependent on any oral or written comments made by us regardingfuture functionality or features of the Service.
11.11. Assignment. You will not assign ortransfer this Agreement without our prior written consent, except that you mayassign this Agreement to a successor by reason of merger, reorganization, saleof all or substantially all of your assets, change of control or operation oflaw, provided such successor is not a competitor of ours. We may assign thisAgreement in the event of merger, reorganization, sale of all or substantiallyall of our assets, change of control or operation of law.
11.12. No Third Party Beneficiaries.Nothing in this Agreement, express or implied, is intended to or will conferupon any third party person or entity any right, benefit or remedy of anynature whatsoever under or by reason of this Agreement.
11.13. Contract for Services. ThisAgreement is a contract for the provision of services and not a contract forthe sale of goods. The provisions of the Uniform Commercial Code (UCC), theUniform Computer Information Transaction Act (UCITA), or any substantiallysimilar legislation as may be enacted, will not apply to this Agreement. If youare located outside of the territory of the United States, the parties agreethat the United Nations Convention on Contracts for the International Sale ofGoods will not govern this Agreement or the rights and obligations of theparties under this Agreement.
11.14. Authority. Each party represents andwarrants to the other that it has full power and authority to enter into thisAgreement and that it is binding upon such party and enforceable in accordancewith its terms. You further warrant and represent that you have the authorityto procure your Affiliates compliance with the terms of this Agreement.
11.15. Survival. The following sectionswill survive the expiration or termination of this Agreement: ‘Definitions,’‘Fees,’ ‘Restrictions,’ ‘Early Cancellation,’ ‘Termination for Cause,’ ‘Effectof Termination or Expiration,’ ‘Intellectual Property,’ ‘Customer’s ProprietaryRights,’ ‘Confidentiality,’ ‘Publicity,’ ‘Indemnification,’ ‘Disclaimers andWarranties,’ ‘Limitations of Liability,’ and ‘Miscellaneous.’ Additionally, the ‘Retrieval of CustomerData’ sections will survive expiration or termination of this Agreement.
11.16. Precedence. In the event of aconflict between the terms of the Agreement and an Order, the terms of theOrder will control, but only as to that Order.
11.17. Counterparts. This Agreement may beexecuted in one or more counterparts, each of which will for all purposes bedeemed an original and all of which will constitute the same instrument.