Terms of Sale
Last Modified: March 13, 2023
THESE TERMS OF SALE (“Terms of Sale”) FORM A LEGAL AGREEMENT BETWEEN You (referenced herein sometimes as “Your”) AND CIVIC SCIENCE, INC. (“Civic Science,” “us”, “we”, or “our”) THAT APPLIES EACH TIME YOU USE, ACCESS, OR PURCHASE PRODUCTS AND SERVICES (“Content”) THROUGH https://civicscience.com/reports-store/ (THIS “Website”). YOU SHOULD THEREFORE READ THE FOLLOWING TERMS OF SALE CAREFULLY, AS THEY GOVERN YOUR USE AND PURCHASE OF THE CONTENT AND ITS FUNCTIONALITY. IN PARTICULAR, THESE TERMS OF SALE CONTAIN A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT TO ENFORCE THESE TERMS OF SALE. BY PLACING AN ORDER FOR CONTENT FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS OF SALE. YOU MAY NOT ORDER OR OBTAIN CONTENT FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS OF SALE, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH CIVIC SCIENCE, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, BY APPLICABLE LAW.
- Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms of Sale, all Content listed in your order. After having received your order, we will send you a confirmation email with a link to access the content that you have purchased. Acceptance of your order and the formation of the contract of sale between Civic Science and you will not take place unless and until you have received your order confirmation email. Any questions surrounding your order can be directed to firstname.lastname@example.org.
- Prices and Payment Terms. The Content may contain the option for you to purchase certain of Civic Science’s products and services. All prices posted on this Website are subject to change without notice. The applicable fees (and any applicable discounts, if available), license or subscription period, renewal opportunities, and permitted payment methods (e.g., credit or debit) will be specified in the Content at the time of order. All purchases are final and there will be no refunds, credits, or cancellations except as otherwise expressly disclosed at the time of purchase, indicated by Civic Science in writing, or as may be required under applicable law. All transactions are void where prohibited by law. Civic Science may request further information from you in order to confirm the order and method of payment. Civic Science reserves the right to terminate or suspend access to the Content or any related license, subscription, product, or service if you fail to pay any amounts when due. You shall reimburse Civic Science for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all payment obligations with respect to amounts due to Civic Science in connection with the Content shall survive the expiration or termination of the Terms Of Sale for any reason.
Upon placing an order, you agree to pay using the payment methods indicated and grant authorization to Civic Science and/or the applicable third party payment-processor to charge your selected payment methods. Civic Science and/or the applicable third-party payment processor shall charge, and you shall be responsible for, all taxes, tariffs, levies, or duties applicable to your payment, excluding taxes applied against Civic Science’s net income. Unless otherwise expressly indicated at the time of purchase, all transactions listed through the Content are denominated in U.S. dollars. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, and (v) you will maintain the confidentiality and security of your account information, including without limitation with respect to payment methods. You should not disclose your payment information to anyone. If your account information is lost or stolen, anyone who obtains possession of either could utilize the payment methods associated with your account. You are responsible for all transactions on your account, including unauthorized transactions .
- Disclaimers and Limitation of Liability. CIVIC SCIENCE IS PROVIDING ACCESS TO THE CONTENT “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND. CIVIC SCIENCE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE CONTENT. YOUR USE OF THE CONTENT IS AT YOUR SOLE RISK AND CIVIC SCIENCE SHALL HAVE NO LIABILITY FOR, AND DOES NOT REPRESENT OR ENDORSE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OF THE CONTENT, NOR THE QUALITY OF THE CONTENT. CIVIC SERVICE MAKES NO WARRANTY THAT THE CONTENT (I) WILL MEET YOUR REQUIREMENTS, (II) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (IV) ANY ERRORS IN THE CONTENT OR TECHNOLOGY WILL BE CORRECTED. ANY AND ALL CONTENT FURNISHED TO YOU BY US IS PROVIDED AS A CONVENIENCE ONLY AND ANY RELIANCE ON OR USE OF THE SAME IS AT YOUR SOLE RISK.
UNDER NO CIRCUMSTANCE WHATSOEVER SHALL CIVIC SCIENCE BE LIABLE TO YOU FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, OR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF WHETHER CIVIC SCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL CIVIC SCIENCE’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THIS TERMS OF SALE EXCEED THE FEES PAID OR PAYABLE BY YOU PURSUANT TO THIS TERMS OF SALE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Limited License and Restrictions on Use. Wegrant you a limited, non-exclusive, non-transferable license, subject to the terms of these Terms of Sale, to access and use the Website and related Content solely for your non-commercial, internal use only and may not be reproduced, re-sold, exported, re-distributed or provided to any other person or entity or published in whole or in part, or summarized or excerpted, in any format, including electronically, for any purpose without Civic Science’s prior written consent. Any other use of the Website or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Civic Science and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part and must not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Content you receive from Civic Science.
- User Obligations. You are responsible for compliance with all applicable laws, rules, and regulations with respect to your use of the Content. If you access or purchase the Content on behalf of any organization, your organization shall be bound to these Terms Of Sale and be liable for any breach by you, and you represent that you have all rights, power, and authority to agree to these Terms Of Sale on behalf of your organization.
- Intellectual Property Rights. You acknowledge and agree that Civic Science is and will remain the sole and exclusive owner of all intellectual property rights in the Content and any related specifications, instructions, documentation or other materials, including, but not limited to all related copyrights, patents, trademarks, trade secret and other proprietary rights.All proprietary notices and markings of Civic Science appearing on or through use of the Content may not be altered, removed or obscured. You do not and will not have or acquire any ownership of these intellectual property rights in or to the Content made available through this Website.
- Indemnification. You will indemnify, defend and hold harmless Civic Science (including its respective officers, directors, employees, agents or representatives) from and against any and all losses, liabilities, claims, actions, demands and expenses (including without limitation court costs and attorneys’ fees) arising out of any third party claim, suit, inquiry, investigation or proceeding of any kind in connection with: (i) any use or misuse of this Website or Content by you; or (ii) your breach of these Terms Of Sale or violation of law.
- Electronic Communications and Consent. Civic Science may send emails or other electronic messages to you concerning your use or purchase of the Content, including without limitation by providing alerts or notifications within the Content. You consent to receive such electronic communications and you agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing. You agree your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Civic Science, or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third-party verification is necessary to validate your E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and Civic Science.
- Third-Party Terms and Conditions.Additional notices, terms, and conditions may apply to services of third-party payment processors. Your use of any such third-party feature, tool, application, or API is conditioned on your acceptance of all third-party terms applicable thereto, and you agree to abide by all such terms in connection with your use or purchase of the Content. You hereby agree that: (i) these Terms Of Sale operates in addition to any terms of service imposed or required by any such third-party provider; and (ii) the terms of these Terms of Sale supplement and do not alter or amend any such third-party terms of service.
- Term, Termination, and Suspension.These Terms of Sale takes effect (or re-takes effect) at the moment you first access or use the Content. Civic Science reserves the right, in its sole discretion, at any time and on any grounds–including, without limitation, any reasonable belief of fraudulent or unlawful activity, or if Civic Science reasonably suspects or determines that you are in violation of these Terms Of Sale–to deny, terminate, or suspend your access to the Content or to any portion thereof. Additionally, Civic Science may, in its sole discretion, remove and discard any materials within the Content, for any reason. Civic Science may also in its sole direction and at any time discontinue providing the Content, or any part thereof, with or without notice. You agree that any suspension or termination of your access to the Content under any provision of these Terms Of Sale may be effected without prior notice. Further, you agree that Civic Science will not be liable to you or any third party for any such suspension or termination of your access to the Content. These Terms Of Sale terminate automatically if you fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate these Terms Of Sale at any time by ceasing to use the Content, but each re-access or renewed use of the Content will reapply the Terms Of Sale to you. The provisions of these Terms Of Sale including, without limitation, Civic Science’s proprietary rights, disclaimers of warranty and liability, limitations of liability, waiver and severability, entire agreement, indemnification rights, injunctive relief, and governing law will survive the termination of these Terms Of Sale for any reason.
- Class Action Waiver. BY USING THIS WEBSITE AND AGREEING TO THESE TERMS OF SALE, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THESE TERMS OF SALE OR YOUR USE OF THE CONTENT. YOU MAY NOT BRING ANY CLAIM, SUIT, OR OTHER PROCEEDING TO ENFORCE THESE TERMS OF SALE AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.
- Governing Law and Venue.These Terms Of Sale are governed by the laws of the State of Pennsylvania, United States of America, without reference to its principles of conflict of laws. The Content may not be used or accessed from or in any jurisdiction that does not give effect to all provisions of these Terms Of Sale, including without limitation this paragraph. Any claim, suit, or other proceeding arising under or in connection with these Terms Of Sale shall be brought exclusively before the state and federal courts sitting in Pittsburgh, Pennsylvania and you consent to the exclusive jurisdiction of such courts for the final resolution thereof.
- Independent Contractors. The relationship between you and Civic Science under these Terms Of Sale is that of independent contractors, and nothing herein or in your use of the Content shall be construed as creating any joint venture, partnership, employment, or agency relationship.
- Security and Compliance. Civic Science reserves the right to view, monitor, and record your activity on the Website without notice or permission from you. Civic Science’s provision of the Content is subject to existing laws and legal process, and nothing contained herein shall restrict or reduce Civic Science’s ability to comply with governmental, court, and law enforcement requests or requirements involving your use of the Content or information provided to or gathered by Civic Science with respect to such use.
- Export Controls. You represent and warrant that you are not: (a) located in a country that is subject to a U.S. government embargo; or (b) listed on any U.S. government list of prohibited or restricted parties. You hereby agree that (i) you will comply with all applicable sanctions and export control laws, and (ii) you are solely responsible for ensuring that the Content is used, disclosed, and/or accessed only in accordance with all applicable sanctions and export control laws.
- Severability and Waiver. If any part of these Terms Of Sale are determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed severed from these Terms Of Sale, and the remainder of these Terms Of Sale shall continue in full force and effect to the maximum extent permitted under applicable law. Failure to insist on strict performance of any of these Terms Of Sale will not operate as a waiver of any subsequent default or failure of performance. No waiver by Civic Science of any right under these Terms of Sale will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
- Injunctive Relief.You acknowledge that any breach, threatened or actual, of these Terms Of Sale would cause irreparable injury to Civic Science not readily quantifiable as money damages, such that Civic Science would not have an adequate remedy at law. You therefore agree that Civic Science shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any such breach of your obligations, without the necessity of posting bond or other security.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms Of Sale without our prior written consent. Any purported assignment or delegation in violation of this Section 19 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms Of Sale.