1       Terms of Use

THIS IS AN AGREEMENT BETWEEN YOU, THE USER OF THE SOFTWARE OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND CIVICENTRIC INC. (hereinafter “CiviCentric”, or “We”) AND GOVERNS YOUR USE OF THE ACCESSE11 AND FOREACTION SOFTWARE PRODUCTS (hereinafter “AccessE11”, “foreAction”, “Services”, or “Service”).

2       Parts of this Agreement

This Agreement consists of the following terms and conditions (hereinafter the “Terms of Use”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). The Terms of Use and Service Specific Terms are herein referred to as the “Terms”. In the event of a conflict between the Terms of Use and Service Specific Terms, the Service Specific Terms shall prevail.

3       Acceptance of the Terms

You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the Terms of Use, do not use AccessE11. If you agree to the Terms of Use and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services.

4       Description of Service

CiviCentric provides foreAction, an online Software as a Service software offering for online resident issue management, customer relationship management and case management (“Service” or “Services”). You may use the Services for business purposes within the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment of machinery necessary to use the Services (such as your own computer, monitor, etc.). You can create and edit content with your user account and if you choose to do so, you can publish and share said content.

5       Modification of Terms of Service

We may modify the Terms upon notice to you at any time. You will be provided notice of any such modification using the notification system in the Service, and updating the reference document included with the Service.  You may terminate your use of the Products and Services if the Terms are modified in a manner that affects your usability or comfort in connection with use of the Services. Your continued use of the Service after notice of any change to the Terms will be deemed to be your agreement to the amended Terms.

6       User Sign up Obligations

You may request a user account by providing all required information in order to access or use the Services. If you represent an organization and wish to use the Services for corporate internal use then you, and all other users from your organization, must request unique user accounts.  We recommend that you use your corporate email addresses as user ids for the Service.

You agree to:

• provide true, accurate, current and complete information about yourself; and
• maintain and promptly update the information provided during sign up to keep it true, accurate, and complete.

If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if CiviCentric has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, incomplete, or misleading, CiviCentric may terminate your user account and refuse current or future use of any or all of the Services.

7       Personal Information and Privacy

Personal information you provide to CiviCentric through the Service is governed by CiviCentric Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the CiviCentric Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to support@civicentric.com or by calling us on any of the numbers listed on http://foreaction.net/contact/.  We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

8       Communications from CiviCentric

The Service may include certain communications from CiviCentric, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

9       Fees and Payments

Subscriptions to paid Services are available on monthly and yearly subscription plans. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. The subscription fee will be charged as per the Licensing Agreement executed by you or your organization.  CiviCentric reserves the right to change the subscription fee and to charge for use of Services that are currently available free of charge. You will not be charged for using any Service unless you have opted for a paid subscription plan.

10     Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; or (iii) use the Services for spamming or other illegal purposes.

11     Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

12     Inactive User Accounts Policy

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 60 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination by email. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive.

13     Data Ownership

We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant CiviCentric the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for CiviCentric’s commercial, marketing or any similar purpose. But you grant CiviCentric permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.

14     Sample files, accounts and Applications

CiviCentric may provide sample files, demonstration accounts, and Applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. CiviCentric makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

15     Trademark

CiviCentric , the CiviCentric logo, AccessE11, the AccessE11 logo, the names of individual Services and their logos are trademarks of CiviCentric Inc. You agree not to display or use, in any manner, the CiviCentric trademarks, without CiviCentric’s prior permission.

16     Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. CIVICENTRIC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CIVICENTRIC MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR VIRUS FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM CIVICENTRIC, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

17     Limitation of Liability

YOU AGREE THAT CIVICENTRIC SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CIVICENTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CIVICENTRIC RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL CIVICENTRIC’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.

18     Indemnification

You agree to indemnify and hold harmless CiviCentric, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by CiviCentric.

19     Arbitration

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final. The arbitration shall be conducted in Ontario, Canada and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, CiviCentric may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

20     Suspension and Termination

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to contact@CiviCentric.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request. In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your e-mail address and password and deletion of all data in your user account.

21     Waiver; Severability

The failure of either party to enforce any provision of these Terms of Service or to act with respect to a breach by the other party of these Terms of Service shall not be deemed a waiver of such provision, the right to act with respect to subsequent or similar breaches, or the right to enforce such provision. If any provision of these Terms of Service is held to be invalid or unenforceable, in whole or in part, such holding shall not affect the validity or enforceability of the other provisions hereof, and any part of such provision not held invalid or unenforceable shall remain in effect.

END OF TERMS OF SERVICE