Software License Agreement

This Software License Agreement (the "Agreement") is a legal agreement between you and the entity you represent ("Customer," "you," or "your") and Civic Vanguard ("Civic Vanguard," "we," "us," or "our") governing your access to and use of the CivQuest platform and its modules, including Atlas, Notify, Forge, and Compass, and any related documentation, websites, and updates (collectively, the "Software").

1. Acceptance of terms

By accessing or using the Software, clicking to accept, or signing an order that references this Agreement, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not access or use the Software. Where a separate written master agreement or order form is executed between Customer and Civic Vanguard, that agreement governs and controls over any conflicting terms here.

2. Definitions

• "Authorized Users" means the individuals Customer permits to use the Software, such as employees, contractors, and agents.
• "Customer Data" means data, content, and geospatial information that Customer or its Authorized Users submit to or generate through the Software.
• "Documentation" means the user guides and materials we make available for the Software.
• "Subscription Term" means the period for which Customer is authorized to use the Software as set out in an order or plan.

3. License grant

Subject to your compliance with this Agreement and payment of applicable fees, Civic Vanguard grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Software solely for your internal business or governmental purposes, and to permit your Authorized Users to do the same. The Software is licensed, not sold. We reserve all rights not expressly granted.

4. ArcGIS & Esri dependency

The Software interoperates with Esri® ArcGIS® products and services that Customer separately licenses and controls. Customer is solely responsible for obtaining and maintaining valid licenses and credentials for its Esri/ArcGIS environment and for complying with Esri's applicable terms. Civic Vanguard is not responsible for the availability, accuracy, security, or terms of Esri products or other third-party platforms that Customer connects to the Software. Esri and ArcGIS are trademarks of Esri.

5. Restrictions

You will not, and will not permit anyone to:

• copy, modify, translate, or create derivative works of the Software except as expressly permitted;
• reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except to the extent permitted by law;
• rent, lease, sell, sublicense, distribute, or provide the Software to third parties on a service-bureau or time-sharing basis beyond your authorized use;
• remove or obscure any proprietary notices, or circumvent usage limits or security or authentication mechanisms;
• use the Software to build a competing product, or for any unlawful, infringing, or harmful purpose;
• interfere with or disrupt the integrity or performance of the Software or attempt to gain unauthorized access to it or related systems.

6. Customer data

As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Civic Vanguard a non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as necessary to provide and support the Software. Customer is responsible for the accuracy and legality of Customer Data and for obtaining all rights and consents needed for us to process it. Our handling of personal information is described in our Privacy Policy.

7. Intellectual property

Civic Vanguard and its licensors own all right, title, and interest in and to the Software, Documentation, and all related intellectual property, including any improvements, enhancements, and feedback-derived modifications. If you provide suggestions or feedback, you grant us a perpetual, royalty-free, irrevocable license to use it without restriction.

8. Fees & subscription

Access to the Software may require payment of subscription or other fees as set out in an order or plan. Unless otherwise agreed in writing, fees are non-refundable, are exclusive of taxes, and are due as invoiced. We may suspend access for non-payment after reasonable notice. We may change fees for future Subscription Terms with prior notice.

9. Third-party services

The Software may integrate with or rely on third-party services (including, for example, Esri/ArcGIS, Google Firebase/Google Cloud, and email delivery providers). Your use of those services is governed by their respective terms, and we are not responsible for them. We may update or replace third-party components from time to time.

10. Confidentiality

Each party may access the other's confidential information in connection with this Agreement. The receiving party will use the disclosing party's confidential information only to perform under this Agreement and will protect it using at least reasonable care. Confidential information does not include information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed.

11. Warranty disclaimer

The Software and Documentation are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Civic Vanguard does not warrant that the Software will be uninterrupted, error-free, or secure, or that it will meet your requirements. You are responsible for verifying results before relying on them for decisions.

12. Limitation of liability

To the maximum extent permitted by law, Civic Vanguard will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to this Agreement or the Software, even if advised of the possibility of such damages. Civic Vanguard's total aggregate liability arising out of or related to this Agreement will not exceed the amounts paid by Customer for the Software in the twelve (12) months preceding the event giving rise to the claim.

13. Indemnification

You will defend, indemnify, and hold harmless Civic Vanguard and its affiliates from and against any third-party claims, damages, and costs (including reasonable attorneys' fees) arising out of your Customer Data, your use of the Software in violation of this Agreement or applicable law, or your breach of this Agreement.

14. Term & termination

This Agreement applies for as long as you use the Software or during any Subscription Term. Either party may terminate for the other's material breach that remains uncured 30 days after written notice. We may suspend or terminate access immediately for violations that pose a security or legal risk. Upon termination, your license ends and you must stop using the Software. Customer may export Customer Data before termination; thereafter we may delete it in the ordinary course. Sections that by their nature should survive (including ownership, confidentiality, disclaimers, limitation of liability, and indemnification) survive termination.

15. Governing law & disputes

This Agreement is governed by the laws of the State of New York, excluding its conflict-of-laws rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located there, except where applicable law (for example, for a government Customer) requires otherwise. Confirm the governing-law jurisdiction with counsel.

16. General

This Agreement, together with any order form or master agreement that references it, is the entire agreement between the parties regarding the Software and supersedes prior agreements on that subject. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. We may update this Agreement; material changes will be communicated, and continued use after the effective date constitutes acceptance.

17. Contact

Questions about this Agreement may be directed to:

Civic Vanguard: CivQuest
Email: support@civicvanguard.com
Web: www.civicvanguard.com