1. Your Acceptance
Throughout this Agreement, the words “CommonAlly,” “us,” “we,” and “our,” refer to our company, CommonAlly, as is appropriate in the context of the use of the words.
2. Registering for an Account
After registering for our Platform, where required, we shall grant you access to the Platform as permitted by us and in accordance with this Agreement. All rights not explicitly granted are reserved for CommonAlly. Where you download software to access our Platform, we grant you a limited, fully revocable, non-exclusive, non-commercial license to download one copy of our Platform onto each electronic device(s). The license granted is solely for you to access and use our Platform and to access and use any hosted services as authorized by us. If you breach this Agreement, your access or license to use our Platform may be terminated at our discretion. Additionally, we may revoke your access or license to use our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct
4. Platform Ownership
You acknowledge that the structure, organization, and code of the Platform and all related software components are proprietary to CommonAlly and/or CommonAlly' licensors and that CommonAlly and/or its licensors retains exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform, including all modifications, copies, enhancements, derivatives, and other software and materials developed hereunder by CommonAlly. You shall not sell copy, reproduce, transfer, publish, disclose, display or otherwise make available the Platform, access to the Platform, or any portions of the Platform including any modifications, enhancements, derivatives, and other software and materials developed hereunder by CommonAlly to others in violation of this Agreement. You shall not remove any proprietary, copyright, trademark, or service mark legend from any portion of any of the Platform, including any modifications, enhancements, derivatives, and other software and materials developed by CommonAlly.
5. Platform and Services
The CommonAlly Platform may allow you to access and review political information and candidates you may have interest in. Any information or content found on our Platform, including any notifications, scheduling, or tools, are offered for informational and educational purposes only. We make no guarantees that any content found on our Platform is accurate or timely and your use of the Platform is at your own risk and responsibility. CommonAlly is not affiliated with any political party, candidate, or interest group. CommonAlly does not recommend, endorse, support or coordinate with any political party or candidates for elected office, or take positions on any ballot initiatives. CommonAlly has no liability to Users for any content including but not limited to User Content (defined below), data, information, copy, images, URL names, and anything else submitted by you or any third parties using the Platform.
6. Your Responsibilities
You shall be exclusively responsible for your use of the Platform. You represent and warrant that: (i) you shall use the Platform solely for personal and non-commercial purposes; (ii) you are duly authorized and have the power and authority to enter into this Agreement; (iii) you shall comply with all United States federal and state laws when using the Platform; and (iv) you shall use the Platform only for legal and lawful purposes.
7. Third Party Websites
8. User Privacy
9. User Accounts
Unless you elect otherwise by making notifying CommonAlly, we shall have the right to disclose certain limited account information including, but not limited to, the User’s name, e-mail and mailing address, to affiliates, partners and third party vendors for the purpose of providing users with information regarding such third party vendors products or services. CommonAlly shall also have the right to disclose aggregate information about user usage and demographics in a manner that does not reveal the personal identity of any individual user.
10. Use of the Platform
When using our Platform, you are responsible for your use of the Platform. You agree to the following:
· You may not copy, distribute, access, or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”;
· You may not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Platform;· You may not use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform or to extract data;
· You may not use automated bots or other software to send more messages through our Platform than humanly possible;
· You may not use the Platform on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake;
· You may not decompile, reverse engineer, disassemble, modify, rent, sell, lease, loan, distribute, or create derivative works or improvements to the Platform or any portion of it;
· You may not access our Platform in an attempt to build a similar or other competitive product;
· You may not use the Platform in an unlawful manner;
· You may not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
· You may not collect or harvest any personally identifiable information, including account names, except where permitted, from the Platform;
· You may not violate or infringe other people's intellectual property, privacy, or other contractual rights while using our Platform;
· You may not violate any requirements, procedures, policies or regulations of networks connected to CommonAlly;
· You may not sell, lease, loan, distribute, transfer, or sublicense the Platform or access to it or derive income from the use or provision of the Platform unless enabled through the functionality of our Platform;
· You may not interfere with or disrupt the Platform;
· You agree not to use the Platform in any way that is: misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.
· You agree that you will not hold CommonAlly responsible for your use of our Platform; and
· You agree not to cause, or aid in, the disruption, destruction, manipulation, removal, disabling, or impairment of any portion of our Platform, including the de-indexing or de-caching of any portion of our Platform from a thirty party’s website, such as by requesting its removal from a search engine.
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Additionally, if we believe that your actions may harm us or a third party we may suspend or terminate your use of the Platform. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but CommonAlly reserves the right to suspend or terminate any account at any time without notice or explanation.
11. User Content
Your ability to submit or transmit any information through the Platform, including but not limited to data, content, information, images, videos, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. We may provide industry standard security but we cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.
When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content, you have paid any fees to use or license the User Content, or you otherwise have the permission and right to use any User Content. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.
12. Monitoring User Content
CommonAlly shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, CommonAlly shall have the right, but not the obligation, to remove any User Content at its sole discretion. For example, we may remove User Content if we believe that any User Content may harm us or our business interests or violate any United States laws or regulations. We have no obligation to retain or provide you with copies of any User Content after your termination of this Agreement.
13. User Content Guidelines
We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you. Please be aware that all User Content may be viewed by third parties, thus we cannot guarantee the confidentiality of any User Content.
When submitting any User Content you agree to the following:
· You agree that User Content submitted is truthful, accurate, and not misleading;
· You agree not to submit any User Content that contains any confidential information;· You agree not to submit any User Content that contains nudity, sexual, or explicit content;
· You agree not to submit any User Content that depicts gratuitous violence, animal or child abuse, or encourages violence against others;
· You agree not to submit any User Content contains hate speech or promotes or condones violence against individuals or groups based on race or ethnic origin, religion, disability, gender, age, economic, nationality, veteran status, or sexual orientation/gender identity;
· You agree not to submit any User Content that is considered spam; and
· You agree not to submit any User Content that may be considered: illegal, misleading, unlawful, defamatory, obscene, invasive, threatening, or harassing.
If you have violated any of our User Content Guidelines or if you we believe that any User Content may harm the Platform, your access to the Platform may be suspended or terminated. Where you believe any users have abused the Content Guidelines, please contact us at firstname.lastname@example.org.
14. Platform Availability
Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. Only Users who are eligible to use our Platform may do so and we may refuse service or terminate your access at any time. We cannot guarantee that anything found on our Platform will work to the functionality desired by you or give you any desired results.
15. Modification of Platform
We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at our discretion. We reserve the right to discontinue previously offered features or functionality at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Platform. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by the Platform without notice to you. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or provide you access to previous versions of our Platform. Nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.
16. Intellectual Property
The name “CommonAlly” along with the design of the CommonAlly Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to CommonAlly, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. CommonAlly reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution anything contained within the Platform unless we have given express written permission.
17. Idea Submission
CommonAlly encourages feedback including but not limited to ideas, content, artwork, suggestions, or other works (“Submissions”). However, where you submit any Submission, you agree that: (1) your Submissions and their contents will automatically become the property of CommonAlly, without any compensation to you; (2) CommonAlly may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for CommonAlly to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER COMMONALLY, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY COMMONALLY SERVICES; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO COMMONALLY, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. COMMONALLY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. COMMONALLY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. COMMONALLY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND COMMONALLY SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
19. Limitation of Liability
IN NO EVENT SHALL CommonAlly, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMMONALLY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (1) death or personal injury caused by CommonAlly’s negligence or that of any of its officers, employees or agents; (2) fraudulent misrepresentation; or (3) any liability which it is not lawful to exclude either now or IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS YOU HAVE PAID IN THE PAST SIX (6) MONTHS TO USE OUR PLATFORM OR ONE HUNDRED USD, WHICHEVER IS GREATER.
You agree to defend, indemnify and hold harmless CommonAlly, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
· your use of and access to the CommonAlly Platform;
· your violation of any term of this Agreement; or
· your violation of any third party right, including without limitation any copyright, property, or contractual right.
This defense and indemnification obligation will survive this Agreement and your use of the CommonAlly Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:
· Your name.
· The name of the party whose copyright has been infringed, if different from your name.·
The name and description of the work that is being infringed.
· The location on our Platform of the infringing copy.
· A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.
· A statement that you swear, under penalty of perjury, that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use.
You must sign this notification and send it to our Copyright Agent: Copyright Agent of CommonAlly, email@example.com.
In the event that you receive a notification from CommonAlly stating content posted by you has been subject to a copyright takedown notice, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:
· Your name, address, email and physical or electronic signature.
· The notification reference number (if applicable).
· Identification of the material and its location before it was removed.
· A statement under penalty of perjury that the material was removed by mistake or misidentification.
· Your consent to the jurisdiction of a federal court in the district where you live (if you are in the U.S.), or your consent to the jurisdiction of a federal court in the district where your Vendor is located (if you are not in the US).
· Your consent to accept service of process from the party who submitted the takedown notice.
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.
22. Choice of Law
This Agreement shall be governed by the laws in force in the state of California. The offer and acceptance of this contract is deemed to have occurred in the state of California.
Any dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in Los Angeles, CA. Arbitration under this Agreement shall be conducted pursuant to the applicable Consumer Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within Los Angeles, CA.
You may opt-out of this dispute resolution provision by notifying CommonAlly within 30 days of the date on which you entered into this Agreement. You must do so by writing to CommonAlly, PBC 2325 4th St., Unit A, Santa Monica, CA 90405, attn: Arbitration Opt-Out, and you must include your name, address, account information, and a clear statement that you do not wish to resolve disputes with CommonAlly through arbitration. Where you opt out of arbitration, all disputes shall be heard in a court of competent jurisdiction located within Los Angeles, CA.
24. Class Action Waiver
You and CommonAlly agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with CommonAlly are deemed to conflict with each other’s operation, CommonAlly shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
27. Assignment and Survival
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Indemnification, and Arbitration sections.
You may cancel your access to the Platform at any time via your CommonAlly dashboard or contacting us at firstname.lastname@example.org. Please be aware that upon termination of your account, access to all or portions of our Platform may be become immediately disabled and any User Content may become immediately inaccessible. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm CommonAlly, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
29. Entire Agreement
30. Additional App Store Terms
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform and our Platform.
32. Force Majeure
All errors shall be at the sole responsibility of the user. Additionally, we shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Platform, directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you, inability to access to the Platform, failure of a communications satellite, strike, labor dispute, riot or insurrection, war, explosion, malicious mischief, fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God, failure or reduction of power, or any court order, law, act or order of government restricting or prohibiting the operation of or access to the Platform.
33. Text Messaging
Some portions of our Platform may employ text messaging features. Please be aware that all standard messaging rates apply and you will be solely responsible for any text messaging charges. Please consult with your phone service provider to understand the rates and charges for your specific messaging plan. You may opt out of text messaging at any time by following the instructions provided within the text message.
34. Electronic Communications
The communications between you and CommonAlly use electronic means, whether you visit the Platform or send CommonAlly e-mails, or whether CommonAlly posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from CommonAlly in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that CommonAlly provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
35. Export Controls
The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.
36. Platform Issues
Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at email@example.com
37. California Users
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about CommonAlly must be sent to our agent for notice to: firstname.lastname@example.org or CommonAlly, PBC 2325 4th St., Unit A, Santa Monica, CA 90405.
Lastly, California Users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.