This End User License Agreement (the “EULA”) contains legally binding terms of the agreement
between Community Voice LLC (“Community Voice,” “we,” or “us”) and the end-user
(“Licensee” or “you”) regarding your use of Community Voice’s software—downloaded,
installed, or otherwise utilized by Licensee (the “Software”). Your use of the Software and any of
Community Voice’s services (the “Services”) are also subject to the Terms and Conditions of Use
available at [https://communityvoice.app/] (the “TCU”). More information regarding Community
Voice and its services is available at Community Voice’s website located at
[https://communityvoice.app/] (the “Site”).
By downloading, installing, or using the Software, or by acknowledging acceptance during the
user registration, installation, or download process, you represent and warrant that (1) you are
legally permitted to enter into this EULA, either on your own behalf (e.g., you are 18 years or
older), or on behalf of the entity for which you are entering into this EULA (e.g., the company you
work for on whose behalf you will be utilizing the Software or Services); (2) you have read and
understand this EULA; and (3) you acknowledge and agree to be bound by this EULA, the TCU,
Your continued use of the Software, Site, or Services after changes to the EULA, TCU, or Privacy
Policy are posted constitutes your acceptance of such changes. Therefore, you should frequently
review the Site, this EULA, and the applicable policies from time to time to understand the terms
and conditions that apply to your access to and use of the Software, Site, and Services.
- General. For purposes of this EULA, the Software shall include all accompanying
documentation whether on disk, in the cloud, on a server accessed by the Licensee, in read only memory or in any other form including any updates, modifications and new versions relate thereto. The rights granted under the terms of this EULA include any updates to the Software replacing and/or supplements the original Software product, unless such upgrade contains a separate license.
To use the Software and/or the Services, you must first create an account at the Site. We may also require that you request an invite in order to create an account. We reserve the right to decline any such request or refuse access to the Software, Site, or Services without providing any reason. You agree that all information you provide to us is accurate. Please carefully review any information before submitting it to us. It is your responsibility to ensure this information is accurate and to inform us of any changes to this information. You can access and update your account information through the Site.
- Modifications to EULA, TCU, Software, or Services. Community Voice reserves the
subscriptions, the Software, the Services, or the Site at any time. Any changes or modifications will be posted on the Site and are effective upon the posted date unless otherwise. Changes to pricing for paid accounts are subject to further restrictions as set forth in Section 7B. If we make material changes to the EULA or TCU, we will notify you via email to the address associated with your account.
- Authority to Bind Company. In the event you are an agent or administrator for the
you. For purposes of the EULA and TCU, the terms Licensee, “you” or “your” shall include any
agent, employee, or representative that uses the Software or Services.
- License Grant. This software is licensed, not sold. This EULA only gives you limited
rights to use the software. Community Voice hereby grants to Licensee the limited, nonexclusive, nontransferable, royalty free, revocable right to use Community Voice’s Software strictly in accordance with this EULA and the TCU (the “License”). Licensee does not have the right to authorize a third party other than persons directly employed by Licensee to sublicense the Software. Community Voice reserves any and all rights with respect to the Software not express granted to Licensee in this EULA.You agree that from time to time certain aspects of the Software, Services, and/or Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance, updates, or repairs which Community Voice may undertake from time to time; or (iii) causes beyond the control of Community Voice or which are not reasonably foreseeable.
- Reservation of Rights; Advertising and Marketing. Community Voice reserves all
rights not expressly granted to Customer in this EULA. Except for the limited rights expressly granted under this EULA, nothing in this EULA grants, by implication, waiver, estoppel, or otherwise, to you or any third-party any intellectual property rights or other right, title, or interest in or to the Software or related intellectual property. You acknowledge that Community Voice has the option, but is not obligated, to display advertisements, promotions, or other marketing messages through the Software. Community Voice shall exclusively retain all revenue generated by Community Voice’s advertising, promotional, and marketing, unless otherwise agreed to in writing by Community Voice.
- Restrictions on Use of Software. Except as provided hereunder, you shall not: (i) copy, reproduce, distribute, transfer, time-share, rent, lend, loan, lease or sublicense any portion of the Software; (ii) translate, adapt, modify, alter, combine with other software, or prepare derivative works based in whole or in part on the Software; or (iii) reverse engineer, decompile, disassemble or otherwise reduce the Software to a human-perceivable form. If you improve, change, modify, or create a derivative work of the Software in violation of this EULA, you hereby irrevocably sell, assign, and transfer any and all rights in and to the improvement, change, modification, or derivative work free and clear of all encumbrances.
- Fees and Payment.
A. Fees. The Software is currently provided free of charge to end users. However, Community Voice may offer additional services that may require payment of certain additional fees including, but not limited to, advertising services. No fees will be charged or incurred without Community Voice displaying such potential charges or otherwise informing you of such charges. All associated fees and fee waivers are subject to change at Community Voice’s sole discretion by providing notice to you at the e-mail address associated with your account.
B. Method of Payment Required. Community Voice may require that you provide a method of payment as part of the registration process, which may include certain credit cards, cryptocurrencies, or other methods of payment identified by Community Voice during the registration process. By providing any method of payment, you represent and warrant that you are authorized to use such method of payment and that you will be billed the amount of money for your purchase. Prior to the purchase of any membership, a la carte content, or other Services, you must provide us with a valid method of payment and any associated payment information necessary to process such purchase, which may include any or all of the following: (i) your name as it appears on the card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; (v) any activation numbers or codes needed to charge your card; and (vi) any other information which may be reasonably requested to assist in the processing of your payment. You are solely responsible for all transaction fees, processing, fees, miner fees, or any other fees associated with your method of payment (“Transaction Fees”). Community Voice shall have the right to add Transaction Fees to any purchase price. You further agree to ensure your chosen method of payment remains valid and is sufficient to cover any ongoing, recurring, of future purchases. Community Voice reserves the right to reverse any purchase, cancel any membership, and void this EULA if your method of payment is insufficient and you fail to provide an alternative method of payment
C. No Refunds. There are no refunds available for your purchase of Services or a license for the Software unless you and Community Voice agree otherwise in a separate agreement
D. Suspension. If Community Voice is unable to obtain payment from you for you renewal based upon your provided method of payment, Community Voice may suspend your access to all or any portion of the Software, Site, or Services until all outstanding fees are paid in full.
- Licensee Obligations.
A. General Obligations. You agree to abide by any rules Community Voice publishes
or provides to you with respect to use of the Software, Site, or Services and any other current or future rules and regulations communicated to you either by posting such rules or regulations to the Site or delivered to you by e-mail. Any such rules or regulations hereby incorporated into this EULA by this reference. You further agree that you will comply with all applicable laws, rules, and regulations whether local, state, federal, or otherwise
B. Equipment. You acknowledge that you are responsible for providing, maintaining, and ensuring compatibility for all computer hardware, electrical requirements, telecommunication connections (including internet and telephone connections), and other equipment, and operating system or other software necessary to access and use the Software and/or Service
C. Security Responsibilities. You must maintain the confidentiality of your username, password, and any other credentials. You shall be solely responsible for any authorized or unauthorized use of your username, password, cryptographic keys, and access to your account by any person. You agree to accept responsibility for all activities that occur under your account or password. You must notify us immediately if you know of, or have reason to believe, that anyone has obtained access to your credentials, or if you otherwise become aware of any unauthorized use of your account or any other security breach.
D. Authorization and Ownership of Content. You represent and warrant that any information, data, documents, or any other content (“User Content”) that you upload or otherwise provide in connection with the Software or Services is either owned by you, or that you have the legal right to store, upload, and provide such User Content. You agree to indemnify, hold harmless, and defend Community Voice and its affiliates from and against any action, cause, claim, damage, demand, liability, or loss, including reasonable costs and attorneys’ fees, asserted by any person, arising out of, or relating to a claim that your upload or provision of User Content infringes or violates the rights of any third-party.
- Prohibited Use of Software and Services. You acknowledge and agree that you will not and cannot:
A. Make any commercial use, other than your own internal use, of the Software, the Services, or the Site or its contents, descriptions, materials, or information comprising or related to the Services, except as otherwise permitted by Community Voice.
B. Reproduce, duplicate, copy, display, rent, sell, resell, or otherwise exploit the Software, the Site, or its contents, descriptions, materials, or information for any purpose without the express written consent of Community Voice;
C. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials obtained from Community Voice, from the Site or acquired in connection with the Software, Site, or Services;
D. Use the Software, the Site, or the Services in any manner that infringes upon or violates the copyright, patent, trademark, or trade secret rights of another party including, but not 5 limited to, to upload, post, or transmit any content for commercial solicitation or political campaigning, any content that is harmful, threatening, abusive, harassing, vulgar, obscene, sexually explicit, profane, hateful, defamatory, libelous, invasive of the privacy of another, or unlawful, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, or is otherwise objectionable in the sole discretion of Community Voice;
E. Upload, post, or transmit any viruses, trojan horses, or other malicious or harmful computer code or programs or otherwise use the Software, Site, or Services to intentionally or unintentionally violate any local, state, federal, or other law;
F. Engage in any other activity deemed by Community Voice, in Community Voice’s sole discretion, to be in conflict with the spirit or intent of the EULA
- Ownership of Software. You acknowledge and agree that the Software contain proprietary and copyright protected material and, in its human-perceivable form, contains trade secrets and other intellectual property rights exclusively owned by Community Voice. You acknowledge and agree that Community Voice is and shall remain the sole and exclusive owner of all rights, title, and interest in and to the Software including any and all changes, modifications, improvements, and derivative works of the Software. You acknowledge and agree that you will not take any action inconsistent with such ownership. This EULA does not grant you rights to any patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Software other than the License.
- Term and Termination.
A. Term. This EULA is in effect beginning on the earlier of the date that you click “AGREE” to the terms of this EULA, register for a user account, execute this EULA via signature, or begin using the Software. The EULA shall remain in force until terminated in accordance with this EULA, except that the License shall automatically terminate if you fail to comply with any term(s) of this EULA. In its sole discretion, Community Voice may, but is under no obligation to, reinstate a License.
B. Termination by Licensee. You may terminate the License at any time by deleting any and all copies of the Software.
C. Termination by Community Voice. Community Voice may terminate this EULA for any reason whatsoever by providing notice to the email address associated with your account, which shall be effective upon delivery. Community Voice may immediately suspend or terminate the EULA if you have breached any term of the EULA or the TCU.
- Disclaimers; Third Party Information.
A. Third-Party Information; No Endorsement or Control by Community Voice. Community Voice’s Software and Services are designed to enable you to communicate with an access information from communities, organizations, and other individuals. These entities are not part of or affiliated with Community Voice. All statements, opinions, and content from third parties are solely the opinions and the responsibility of the person or entity providing such content. For example, we cannot and do not guarantee the truthfulness of any information you may receive from a community.
You acknowledge and agree that (a) Community Voice does not evaluate or otherwise exercise any control over the information, goods or services offered by any third party; and (b) Community Voice merely provides the Software, Site and Services to facilitate your ability to access information from and connect with communities, businesses, organizations, and other third parties.
B. Software Sold “As Is”. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. COMMUNITY VOICE PROVIDES THE SOFTWARE “AS IS WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND, AND COMMUNITY VOICE HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL INFORMATION OR ADVICE GIVEN BY COMMUNITY VOICE OR AN COMMUNITY VOICE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
C. No Legal or Professional Advice. COMMUNITY VOICE DOES NOT PROVIDE LEGAL OR OTHER PROFESSIONAL ADVICE. THE INFORMATION PROVIDED ON OR IN CONNECTION WITH THE SOFTWARE, THE SERVICES, AND/O THE SITE IS FOR GENERAL EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE. COMMUNITY VOICE IS NOT A LEGAL SERVICE PROVIDER. SHOULD YOU HAVE ANY QUESTIONS REGARDING YOUR LEGAL RIGHTS OR OBLIGATIONS, INCLUDING ANY QUESTIONS REGARDING PROTECTION FOR PATENTS OR OTHER INTELLECTUAL PROPERTY, YOU SHOULD DISCUSS THEM WITH A LICENSED ATTORNEY.
D. Inherent Risks. YOUR RELIANCE ON ANY INFORMATION IN CONNECTION WITH THE SOFTWARE, THE SERVICES, ON THE SITE, OR OTHERWISE PROVIDED BY COMMUNITY VOICE IS SOLELY AT YOUR OWN RISK. NO METHOD OF TRANSMISSION OR ELECTRONIC STORAGE OVER THE INTERNET IS COMPLETELY SECURE, SO COMMUNITY VOICE CANNOT GUARANTEE ABSOLUTE SECURITY OF DATA OR INFORMATION.
- Limitation of Liability.
A. Liability Limitation. IN NO EVENT SHALL COMMUNITY VOICE, ITS SUCCESSORS OR ASSIGNS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST TIME, LOST SAVINGS, LOSS OF DATA OR FOR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO THIS EULA OR THE SOFTWARE.
IN NO EVENT, SHALL COMMUNITY VOICE’S TOTAL LIABILITY TO YOU FOR DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF MONEY YOU HAVE ACTUALLY PAID FOR THE LICENSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL O CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
B. Third-Party Actions. Unless required by law, Community Voice shall not be liable for any damage, loss, or other liability resulting in whole or in part from any action or failure to act by any third-party including, without limitation, third-party equipment, software, telecommunication providers, or other third-party products or services.
C. Reasonable Limitations. You acknowledge and agree that the foregoing disclaimers and limitations are reasonable and that, but for the foregoing disclaimers and limitations, the fees charged for the Software and/or Services would be significantly higher. The foregoing disclaimers and limitations shall apply notwithstanding any failure of an essential purpose of any limited remedy provided herein.
- Indemnification. You hereby agree to indemnify, defend, and hold harmless Community
Voice and the Indemnitees from any and all liability, obligation, loss, damage, injury, penalty,
action, judgment, suit, claim, cost, expense or disbursement of any kind and nature which may be imposed on, incurred by or served against Community Voice by any person or entity relating to, arising out of, or in connection with (a) any violation or breach of any term of the EULA, TCU, or any other policy, agreement, or action related to the Software or the Services; (b) any fraud or otherwise conduct or actions that violate the law or rights of a third-party; and (c) any claim arising out of a loss of personal or proprietary data of you or others. Community Voice reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification under this provision. You agree to cooperate with Community Voice in asserting any available defenses. You will not settle any action or claims on behalf of Community Voice without Community Voice’s prior written consent. This indemnification is provided without regard to whether Community Voice’s claim for indemnification is a result of the use of the Software or Services by you or your authorized end-users. Export Law Assurances. Without limitation, parties acquiring Software from Community Voice are responsible for obtaining all licenses or other approvals necessary for downloading or transfer of the Software. A party may not transfer the Software without U.S. Government permission to: (a) anyone on the U.S. Treasury Department’s lists of Specially Designated Nationals (including the Government of Iran, Government of Sudan, Government of Cuba, prohibited members of the Cuban Communist Party), or on the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List, or on the U.S. State Department’s Debarred List or Nonproliferation List; or (b) for use with chemical or biological weapons, sensitive nuclear end-uses, or missiles to deliver them. You further agree that you will not directly or indirectly export any Software or Services without acquiring Community Voice’s prior written approval and obtaining the appropriate export licenses from the U.S. Department of Commerce or other applicable government agencies.
- Government End Users. If you are acquiring the Software on behalf of any unit or agency of the United States Government, Licensee agrees the Software and any documentation are “Commercial Computer Software” and “Commercial Computer Software Documentation” as those terms are defined at 48 C.F.R. §2.101(b). Licensee’s rights in the Software and any documentation are defined in Sections 1 and 4-6 of the EULA. Licensee acknowledges and agrees that the rights contained in Sections 1 and 4-6 of the EULA are consistent with Federal procurement law and otherwise satisfy Licensee’s needs.
- Attorneys’ Fees. If any action in law or in equity is necessary for Community Voice to enforce the terms of this EULA, Community Voice will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which it may be entitled.
- Force Majeure. Neither party shall be liable to the other for its failure to perform any of its obligations hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, earthquake, war, embargo, strike, riot, inability to secure materials and transportation facilities, failure of suppliers, or the intervention of any governmental authority (“Force Majeure”). If either party is affected by Force Majeure, it shall forthwith notify the other of the nature and extent thereof. In the event such Force Majeure continues for more than ninety (90) days, the unaffected party has the right to terminate the EULA upon thirty (30) days prior written notice.
A. Entire Agreement; Modifications. This EULA and any documents referenced herein constitute the complete and exclusive statement of the agreement between you and Community Voice and supersede any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between you and Community Voice. Except as described in Section 2, no modifications of this EULA shall be of any force or effect unless in writing and signed by Community Voice.
B. Law; Forum. This EULA shall be governed and construed by the laws of the State of Minnesota without reference to its conflicts of laws principles. If you access or use the Software, Services, or Site from locations outside Minnesota or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Minnesota and you are solely responsible for compliance with all local laws. All actions, claims or disputes arising under or relating to this EULA shall be brought in the federal or state courts located in Hennepin County, Minnesota. You irrevocably submit and consent to the venue in and the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Hennepin County, Minnesota.
C. Not a Sale of Goods. Community Voice and Licensee agree that this EULA is not
a sale of goods; therefore, the Uniform Commercial Code Section 2 does not apply to this EULA. The United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, shall not apply.
D. Waiver; Severability. No waiver of any term, provision, or condition of this EULA, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this EULA is determined to be illegal or unenforceable, then such provision shall be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded and the other provisions will remain fully effective and enforceable.
E. Unenforceability. If any provision of this EULA is held to be unenforceable, then that provision is to be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded. If an unenforceable provision is modified or disregarded, the rest of the EULA shall remain in effect as written, and the unenforceable provision shall remain as written in any circumstances other than those in which the provision is held to be unenforceable.
F. Interpretation. In the event of a dispute, no provision of this EULA will be construed in favor of one party and against the other by reason of the draftsmanship of this EULA. The headings or captions used in this EULA are for reference purposes only and are not intended to be used or relied upon in interpreting or enforcing this EULA.
G. Assignment. Either party may assign its rights and obligations under this EULA provided that the assigning party expressly requires its assignee to assume all of the assigning party’s obligations and liabilities under this EULA.
H. California Residents. The provider of services is Community Voice LLC. We can be reached at 651-407-1904. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
I. App Store by Apple. The following applies to any Software you acquire from the App Store (“App Store-Sourced Software”): You acknowledge and agree that this EULA is solely between you and Community Voice, not Apple, and that Apple has no responsibility for the Ap Store-Sourced Software or content thereof. Your use of the App Store-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store-Sourced Software. In the event of any failure of the App Store-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this EULA and any law applicable to Community Voice as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App Store-Sourced Software or your possession and/or use of the App Store-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this EULA and any law applicable to Community Voice as provider of the software. You acknowledge that, in the event of any third-party claim that the App Store-Sourced Software or your possession and use of that App StoreSourced Software infringes that third party’s intellectual property rights, Community Voice, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this EULA. You and Community Voice acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this EULA as relates to your license of the App Store-Sourced Software, and that, upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA as relates to your license of the App Store-Sourced Software against you as a third-party beneficiary thereof.)
J. Google Play Store. The following applies to any mobile Software you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the EULA i between you and Community Voice only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the GoogleSourced Software; (iv) Community Voice, and not Google, is solely responsible for its GoogleSourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the EULA; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the EULA as it relates to Community Voice’s Google-Sourced Software.