TERMS OF SERVICE

These Terms of Service ("Terms") govern access to and use of the technology platforms, applications, data services, integrations, tools, websites, reporting capabilities, support services, and other products and services made available by Civic Bridge LLC ("Civic Bridge," "we," "us," or "our") (collectively, the "Services").

These Terms apply to organizations that contract with Civic Bridge ("Clients") and individuals authorized by Clients to access or use the Services ("Authorized Users").

These Terms are incorporated into and form part of the applicable Master Services Agreement ("MSA"), Statement of Work ("SOW"), order form, or other written agreement between Civic Bridge and Client.

1. Relationship to Client Agreements

These Terms supplement the applicable MSA, SOW, order form, and other agreements between Civic Bridge and Client.

If these Terms conflict with an executed MSA or SOW, the executed MSA or SOW will control to the extent of the conflict.

Additional terms may apply to particular Services, third-party applications, data products, messaging services, or other functionality.

Use of the Services is also subject to Civic Bridge's Acceptable Use Policy ("AUP"), Privacy Policy, applicable Data Processing Agreement ("DPA"), and other policies incorporated into the applicable agreement.

2. Eligibility and Authorized Use

The Services are intended for organizations and users authorized by Civic Bridge, including political candidates and candidate committees, political party committees, political committees and PACs, political organizations, social welfare and civic organizations, advocacy organizations, and other organizations approved by Civic Bridge.

Client may permit its employees, officers, contractors, consultants, volunteers, and other authorized personnel to access the Services to the extent reasonably necessary for Client's permitted use.

Client is responsible for ensuring that its Authorized Users comply with these Terms, the AUP, the applicable MSA and SOW, and applicable law.

Access to the Services does not grant Client or any Authorized User any rights beyond those expressly provided by Civic Bridge.

3. Accounts and Access

Client and its Authorized Users must provide accurate information when establishing accounts and must keep account information reasonably current.

Accounts and credentials may only be used by the individual or organization to whom they are assigned unless Civic Bridge expressly authorizes otherwise.

Client is responsible for:

• identifying its Authorized Users;
• maintaining appropriate access controls;
• safeguarding passwords, authentication credentials, API credentials, and other access mechanisms;
• promptly removing access when an Authorized User no longer requires it; and
• promptly notifying Civic Bridge of known or suspected unauthorized access, compromised credentials, or security incidents involving the Services.

Civic Bridge may require multifactor authentication or other reasonable security measures as a condition of access.

3A. Invitations

Client alone determines who it invites to the Services, including individuals outside Client's organization, and what data and features each invited user may access. Civic Bridge does not review, approve, or verify invitations or permission settings. Client is responsible for all access it grants and for the acts of its invited users as if they were Client's own.

4. Civic Bridge Services

Depending upon Client's applicable SOW, the Services may include:

• voter data and related data services;
• data infrastructure and synchronization;
• campaign or organizational CRM functionality;
• field-organizing applications;
• text-messaging and communications tools;
• Civic Bridge platform functionality;
• reporting and analytics;
• integrations with third-party applications;
• onboarding and training;
• technical and operational support;
• data enrichment and processing;
• modeling and analytics capabilities; and
• additional products or functionality Civic Bridge may make available.

The particular Services purchased by Client, applicable Campaign Universe or other capacity limits, support allocations, messaging credits, fees, and other commercial terms will be identified in the applicable SOW or order form.

5. Campaign Universe and Capacity

Where applicable, Client's SOW may establish a "Campaign Universe" or other record allocation governing the number of records that may be provisioned for active use within applicable Civic Bridge-supported applications.

Civic Bridge may enforce capacity limits associated with Client's purchased service tier.

Records maintained solely within Civic Bridge's underlying data infrastructure for synchronization, archival, backup, compliance, modeling, data-warehouse, or other internal purposes will not necessarily count against Client's Campaign Universe unless otherwise specified in the applicable SOW.

Additional capacity may require additional fees or a change to Client's service tier.

6. Third-Party Services and Data

Civic Bridge may provide, provision, manage, integrate with, or facilitate access to third-party products, platforms, services, and data providers.

These may include voter-data providers, CRM platforms, field-organizing applications, messaging providers, communications carriers, cloud infrastructure providers, and other technology or data vendors.

Client's use of such services may be subject to additional terms, restrictions, policies, technical requirements, and licensing conditions imposed by the applicable third party.

Civic Bridge may modify, replace, discontinue, or add third-party providers or integrations as reasonably necessary to operate or improve the Services.

Civic Bridge does not control the operation of independent third-party services and cannot guarantee their uninterrupted availability or continued functionality.

7. Data Rights and Platform Improvement

The ownership, licensing, processing, retention, and permitted use of Client data, voter data, third-party licensed data, Civic Bridge data, and other information processed through the Services are governed by the applicable MSA, SOW, DPA, third-party data terms, and other applicable agreements.

Nothing in these Terms limits or modifies any rights granted to Civic Bridge under an applicable MSA or SOW to use Client Contributed Data or other permitted data for data enrichment, identity resolution, analytics, modeling, model development, model validation, platform improvement, data-quality improvement, or development and operation of Civic Bridge products and services.

Where an applicable SOW permits Client Contributed Data to be incorporated into Civic Bridge's shared data or modeling infrastructure in aggregated, de-identified, derived, modeled, or other permitted form, these Terms do not limit that authorization.

Civic Bridge's processing and use of third-party licensed data remains subject to applicable provider restrictions.

8. Messaging Services

If Client receives messaging functionality through Civic Bridge, Client's use of those Services is subject to the applicable SOW, AUP, messaging-provider requirements, carrier requirements, registration requirements, and applicable law.

Messaging may be billed based on SMS segments, MMS messages, or other units established by Civic Bridge or its messaging providers.

A single SMS message may consist of multiple billable segments.

Where Client receives a Monthly Messaging Credit, the credit may be used only for eligible messaging usage during the applicable billing period. Unless otherwise stated in the applicable SOW, unused credits expire at the end of the applicable billing period, do not roll over, have no cash value, and are not refundable.

Client remains responsible for messaging usage exceeding any included credit or allowance.

Civic Bridge does not guarantee message delivery. Carriers, aggregators, messaging providers, and other third parties may filter, block, throttle, label, delay, or otherwise restrict messages.

9. Service Changes and Availability

Civic Bridge expects its Services to evolve.

Civic Bridge may enhance, update, modify, replace, or discontinue features, applications, integrations, workflows, or other functionality as reasonably necessary to maintain, secure, improve, or develop the Services.

Civic Bridge does not guarantee that the Services will operate uninterrupted or error-free.

Maintenance, security events, third-party outages, carrier actions, changes in law, vendor changes, and circumstances outside Civic Bridge's reasonable control may affect availability.

Any specific service levels expressly agreed to in an SOW or other written agreement will control over this Section.

10. Support

Civic Bridge will provide the support specified in Client's SOW.

Support outside the included scope or monthly support allocation may be subject to additional fees.

Civic Bridge may use employees, contractors, service providers, or other authorized personnel to provide implementation, technical support, data services, training, and other Services.

11. Acceptable Use

Client and its Authorized Users must comply with Civic Bridge's Acceptable Use Policy.

Among other things, Client may not use the Services for unlawful purposes, unauthorized redistribution of licensed data, prohibited consumer-reporting purposes, unauthorized access to systems or information, abusive messaging practices, intellectual-property infringement, or interference with Civic Bridge or third-party systems.

12. Suspension and Restriction of Access

Civic Bridge may suspend, restrict, or revoke access to some or all Services where Civic Bridge reasonably believes:

• Client or an Authorized User has violated these Terms, the AUP, the MSA, an SOW, or applicable provider terms;
• Client's use of the Services violates or may violate applicable law;
• Client's activity creates a material security, privacy, legal, reputational, operational, or technical risk;
• Client's use threatens the integrity or availability of Civic Bridge or third-party systems;
• continued access could jeopardize Civic Bridge's relationship with a data provider, messaging provider, carrier, technology provider, or other vendor; or
• suspension is otherwise authorized under the applicable MSA.

Where reasonably practicable, Civic Bridge may provide Client an opportunity to cure a violation. Civic Bridge may act immediately when reasonably necessary to address legal, security, data, messaging, or platform-integrity risks. If Civic Bridge terminates or suspends services to Client because of Client’s violation, Client is not entitled to any refund or return of funds.

Payment-related suspension will be governed by the MSA.

13. Intellectual Property

Civic Bridge and its licensors retain all rights in the Civic Bridge platform, software, systems, integrations, methodologies, models, documentation, workflows, technology, know-how, and other proprietary materials except to the extent otherwise expressly provided in an applicable written agreement.

Use of the Services does not transfer ownership of Civic Bridge intellectual property or third-party intellectual property to Client.

Nothing in these Terms modifies ownership or licensing rights expressly established by the MSA, SOW, DPA, or applicable third-party data terms.

14. Feedback

Client and Authorized Users may provide Civic Bridge with suggestions, ideas, feedback, or recommendations regarding the Services.

Unless otherwise agreed in writing, Civic Bridge may use such feedback to develop and improve its products, Services, operations, and technology without restriction or compensation, provided such use does not override applicable confidentiality or data-use obligations.

15. Compliance With Law

Client is responsible for ensuring that its use of the Services complies with applicable federal, state, and local law and regulation.

This includes, where applicable, laws governing elections, campaigns, lobbying, political communications, voter data, privacy, communications, text messaging, telephone outreach, intellectual property, and data security.

Civic Bridge does not provide legal advice through the Services.

16. Changes to These Terms

Civic Bridge may update these Terms from time to time as its Services, technology, legal obligations, or business practices evolve.

Updates will become effective as provided in the applicable MSA or upon such other notice as Civic Bridge may provide.

Changes to these Terms will not amend expressly negotiated provisions of an executed MSA or SOW except as permitted by that agreement.

17. Termination

Client's rights to use the Services end upon termination or expiration of the applicable agreement or SOW, subject to any continuing rights or obligations established by the MSA, SOW, DPA, or applicable law.

Provisions concerning data, intellectual property, platform improvement, accrued payment obligations, and other matters intended by their nature or applicable agreement to survive termination will continue as provided in those agreements.

18. Contact

Questions regarding these Terms may be directed to:

Civic Bridge LLC | 1701 Rhode Island Ave NW, Washington, DC 20036

[email protected]