Terms of Service

Effective Date: March 11, 2026

Last Updated: March 11, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and HelloCivic, Inc. ("HelloCivic," "Company," "we," "us," or "our"), governing your access to and use of the HelloCivic platform, including all associated websites, applications, services, tools, and application programming interfaces (collectively, the "Service"). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not access or use the Service.

If you are entering into these Terms on behalf of a government entity, municipality, agency, or other organization ("Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, and the terms "you" and "your" shall refer to that Organization.

1. Description of Service

1.1 Platform Overview

HelloCivic is a multi-tenant software-as-a-service ("SaaS") platform designed specifically for government organizations, municipalities, public agencies, and civic institutions. The Service provides workspace management, user administration, application integration, data management, and collaboration tools tailored to the unique requirements of public-sector operations.

1.2 Multi-Tenant Architecture

The Service operates on a multi-tenant architecture in which each Organization is provisioned a logically isolated workspace ("Workspace"). Data belonging to one Organization is segregated from data belonging to other Organizations through access controls, database-level isolation, and application-layer enforcement. While the underlying infrastructure may be shared, each Organization's data is treated as confidential and is not accessible by other tenants.

1.3 Service Components

The Service includes, but is not limited to, the following components:

• Workspace creation and management for organizational units
• User account provisioning, authentication, and role-based access control
• Application registry and integration framework for civic applications
• Administrative dashboards and reporting tools
• Audit logging and compliance tracking
• Data import, export, and management capabilities
• Platform-level administration for super-administrators

1.4 Service Availability

HelloCivic will use commercially reasonable efforts to maintain the availability of the Service. However, the Service may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond our reasonable control. We will endeavor to provide advance notice of scheduled maintenance windows when practicable.

2. Account Registration and Security

2.1 Account Creation

To access the Service, you must create an account by providing accurate, current, and complete information as prompted by the registration process. You agree to update your account information promptly to keep it accurate, current, and complete. Accounts may be created by individual users or provisioned by Organization administrators through the platform's user management tools.

2.2 Account Credentials

You are responsible for maintaining the confidentiality of your account credentials, including your password. You agree to immediately notify HelloCivic of any unauthorized use of your account or any other breach of security. HelloCivic shall not be liable for any loss or damage arising from your failure to protect your account credentials.

2.3 Account Types and Roles

The Service supports multiple account types and roles, including but not limited to platform administrators, Organization administrators, workspace managers, and standard users. Each role carries specific permissions and responsibilities. Organization administrators are responsible for managing user access within their Organization and ensuring that users are assigned appropriate roles.

2.4 Account Eligibility

The Service is intended for use by government organizations and their authorized personnel. By creating an account, you represent that you are at least eighteen (18) years of age and that you have the legal capacity to enter into these Terms. If you are accessing the Service on behalf of an Organization, you represent that you are authorized to do so.

3. User Responsibilities

3.1 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You are responsible for all activity that occurs under your account, whether or not you have authorized such activity. You agree to comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with your use of the Service.

3.2 Data Accuracy

You are responsible for the accuracy, quality, integrity, and legality of all data that you submit, upload, or otherwise make available through the Service ("User Data"). HelloCivic does not assume responsibility for the accuracy or reliability of User Data.

3.3 Compliance with Policies

You agree to comply with all policies and guidelines published by HelloCivic from time to time, including our Privacy Policy, Cookie Policy, and any acceptable use policies. These policies are incorporated into these Terms by reference.

3.4 Administrator Responsibilities

If you serve as an administrator for an Organization, you are responsible for: (a) managing user access and permissions within your Workspace; (b) ensuring that users within your Organization comply with these Terms; (c) promptly removing access for users who are no longer authorized; and (d) configuring appropriate security settings for your Workspace.

4. Government Data Handling

4.1 Government Data Classification

HelloCivic recognizes that government organizations handle data of varying sensitivity levels. The Service is designed to support the storage and processing of data classified as public, internal-use, and sensitive but unclassified. The Service is not designed or intended for the storage or processing of classified national security information, and you agree not to submit such data to the Service.

4.2 Data Ownership

As between HelloCivic and the Organization, the Organization retains all right, title, and interest in and to all User Data submitted to the Service. HelloCivic acquires no ownership interest in User Data. HelloCivic's use of User Data is limited to providing, maintaining, and improving the Service as described in these Terms and our Privacy Policy.

4.3 Data Processing

HelloCivic processes User Data solely on behalf of and under the direction of the Organization. We will not access, use, or disclose User Data except as necessary to provide the Service, as required by law, or as expressly authorized by the Organization. Where required by applicable law, HelloCivic will enter into a data processing agreement with the Organization.

4.4 Public Records

You acknowledge that data stored in the Service by government organizations may be subject to public records laws, freedom of information requests, and similar disclosure requirements. HelloCivic will cooperate with Organizations in responding to lawful public records requests, provided that the Organization directs and manages such responses. HelloCivic is not responsible for determining whether specific data is subject to public records disclosure.

4.5 Data Portability

HelloCivic supports the export of User Data in standard, machine-readable formats. Upon termination of the Service or upon written request, HelloCivic will make User Data available for export for a period of thirty (30) days. After this period, HelloCivic may delete User Data in accordance with our data retention policies.

4.6 Regulatory Compliance

HelloCivic is committed to supporting Organizations in meeting their regulatory obligations. The Service includes features such as audit logging, access controls, and data encryption that are designed to assist with compliance. However, each Organization is ultimately responsible for ensuring its own compliance with applicable laws and regulations.

5. Intellectual Property

5.1 HelloCivic Intellectual Property

The Service, including all software, code, algorithms, interfaces, designs, documentation, trade names, trademarks, service marks, logos, and other intellectual property embodied in or associated with the Service, is and shall remain the exclusive property of HelloCivic and its licensors. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service in accordance with these Terms.

5.2 License to Use the Service

Subject to your compliance with these Terms, HelloCivic grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal governmental or organizational purposes during the term of your subscription.

5.3 Restrictions

You agree not to:

1. Copy, modify, adapt, or create derivative works based on the Service or any part thereof;
2. Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service;
3. Sublicense, sell, lease, rent, or otherwise transfer rights to the Service to any third party;
4. Remove, obscure, or alter any proprietary notices, labels, or marks on the Service;
5. Use the Service to develop a competing product or service;
6. Use the Service in any manner that infringes the intellectual property rights of any third party.

5.4 Feedback

If you provide HelloCivic with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Service ("Feedback"), you hereby grant HelloCivic a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose without restriction or obligation to you.

6. Payment Terms

6.1 Subscription Fees

Access to the Service may require payment of subscription fees as set forth in an applicable order form, statement of work, or pricing schedule ("Order"). Fees are due and payable in accordance with the payment terms specified in the Order. Unless otherwise stated, all fees are quoted in United States dollars and are non-refundable.

6.2 Billing Cycle

Subscription fees are billed in advance on a monthly or annual basis, as specified in the applicable Order. Your subscription will automatically renew at the end of each billing cycle unless you provide written notice of non-renewal at least thirty (30) days prior to the end of the then-current billing cycle.

6.3 Taxes

All fees are exclusive of taxes, levies, duties, or similar governmental assessments, including sales, use, and value-added taxes. You are responsible for paying all such taxes, except for taxes based on HelloCivic's net income. If HelloCivic is required to collect or pay any such taxes, they will be invoiced to you and you agree to pay them promptly.

6.4 Late Payment

If any payment is not received by HelloCivic by the due date, HelloCivic reserves the right to charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. HelloCivic also reserves the right to suspend access to the Service for accounts with overdue balances exceeding thirty (30) days.

6.5 Government Procurement

HelloCivic acknowledges that government organizations may be subject to specific procurement regulations and budgetary constraints. Where applicable, HelloCivic will work with Organizations to accommodate government procurement processes, including acceptance of purchase orders and compliance with applicable procurement regulations.

7. Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

1. Unauthorized Access: Attempting to access any portion of the Service, other users' accounts, or computer systems or networks connected to the Service through hacking, password mining, or any other unauthorized means.
2. Interference: Interfering with or disrupting the integrity or performance of the Service or the data contained therein, including through the introduction of viruses, worms, Trojan horses, or other malicious code.
3. Excessive Use: Using the Service in a manner that places an unreasonable or disproportionately large load on our infrastructure, or that could impair the functionality or performance of the Service for other users.
4. Scraping and Harvesting: Using any automated means, including robots, crawlers, or scrapers, to access, collect, or harvest data from the Service without our express written consent.
5. Impersonation: Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
6. Unlawful Content: Uploading, transmitting, or otherwise making available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
7. Circumvention: Attempting to circumvent any security measures, access controls, usage limits, or other technological measures implemented by HelloCivic to protect the Service.
8. Unauthorized Sharing: Sharing your account credentials with unauthorized individuals or allowing multiple individuals to use a single account, except where the Service explicitly supports shared or service accounts.
9. Export Violations: Using the Service in violation of any applicable export control laws or regulations.
10. Competitive Analysis: Accessing the Service for the purpose of building a competitive product or service, or for any benchmarking or competitive analysis purposes.

8. Termination

8.1 Termination by You

You may terminate your account and these Terms at any time by providing written notice to HelloCivic. If you are an Organization, termination must be initiated by an authorized administrator. Upon termination, your right to access the Service will cease immediately, subject to the data export provisions in Section 4.5.

8.2 Termination by HelloCivic

HelloCivic may terminate or suspend your access to the Service, in whole or in part, at any time and for any reason, including but not limited to: (a) breach of these Terms; (b) non-payment of fees; (c) conduct that HelloCivic reasonably believes is harmful to other users, third parties, or the business interests of HelloCivic; or (d) upon request by law enforcement or other government agencies. HelloCivic will provide reasonable notice of termination when practicable, except where immediate termination is necessary to protect the Service or other users.

8.3 Effect of Termination

Upon termination: (a) all licenses granted to you under these Terms will immediately cease; (b) you must cease all use of the Service; (c) HelloCivic will make your User Data available for export for thirty (30) days following termination; and (d) after the export period, HelloCivic may delete your User Data. Sections that by their nature should survive termination shall survive, including but not limited to Sections 5, 9, 10, 11, and 12.

8.4 Suspension

HelloCivic reserves the right to suspend your access to the Service if we reasonably believe that your use of the Service poses a security risk, may adversely impact the Service or other users, or may subject HelloCivic to liability. We will endeavor to provide notice and an opportunity to cure before suspension, except where immediate action is necessary.

9. Limitation of Liability

9.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HELLOCIVIC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HELLOCIVIC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

9.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HELLOCIVIC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF HELLOCIVIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELLOCIVIC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO HELLOCIVIC DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

9.4 Essential Basis

You acknowledge that the limitations of liability set forth in this Section 9 are an essential basis of the bargain between you and HelloCivic, and that HelloCivic would not provide the Service to you without these limitations.

9.5 Government Entities

To the extent that any limitation of liability or disclaimer of warranty in these Terms is prohibited or restricted by applicable law as applied to a government entity, such limitation or disclaimer shall apply to the maximum extent permitted by applicable law.

10. Indemnification

10.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless HelloCivic, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any User Data you submit to the Service; or (e) your infringement of any third party's intellectual property or other rights.

10.2 Government Entity Exception

To the extent that indemnification obligations are prohibited or limited by applicable law as applied to government entities, the indemnification obligations in this Section 10 shall apply only to the extent permitted by applicable law.

10.3 Indemnification Procedure

HelloCivic will promptly notify you of any claim subject to indemnification and will provide reasonable cooperation in the defense of such claim at your expense. HelloCivic reserves the right to participate in the defense of any claim with counsel of its own choosing at its own expense. You shall not settle any claim without HelloCivic's prior written consent if the settlement would impose any obligation on HelloCivic or would not unconditionally release HelloCivic from all liability.

11. Dispute Resolution

11.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") informally by contacting HelloCivic at [email protected]. HelloCivic will attempt to resolve the Dispute informally by contacting you via email. If a Dispute is not resolved within sixty (60) days of submission, either party may proceed to formal dispute resolution.

11.2 Arbitration

Any Dispute that is not resolved informally shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitration shall be held in the state of the defending party's principal place of business, or at another mutually agreed location. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

11.3 Class Action Waiver

YOU AND HELLOCIVIC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

11.4 Government Entity Exception

Notwithstanding the foregoing, if you are a government entity that is prohibited by law from agreeing to arbitration or class action waiver provisions, the arbitration and class action waiver provisions in this Section 11 shall not apply to you. In such cases, Disputes shall be resolved in the courts specified in Section 12.

11.5 Injunctive Relief

Nothing in this Section 11 shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

12. Governing Law and Jurisdiction

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

12.2 Jurisdiction

For any Disputes not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts.

13. Changes to Terms

13.1 Modification

HelloCivic reserves the right to modify these Terms at any time. If we make material changes, we will notify you by posting the updated Terms on the Service and updating the "Last Updated" date. For Organizations with active subscriptions, we will also provide notice via email to the primary contact on file at least thirty (30) days before the changes take effect.

13.2 Acceptance of Changes

Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and may terminate your account in accordance with Section 8.1.

13.3 Prior Versions

HelloCivic will maintain an archive of prior versions of these Terms, which will be available upon request.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, any applicable Order, and any other policies or agreements referenced herein, constitute the entire agreement between you and HelloCivic regarding the Service and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral, concerning the subject matter hereof.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

14.3 Waiver

The failure of HelloCivic to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by HelloCivic.

14.4 Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of HelloCivic. HelloCivic may assign these Terms without restriction. Any attempted assignment in violation of this Section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.5 Force Majeure

HelloCivic shall not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labor disputes, shortages of transportation, facilities, fuel, energy, labor, or materials, failure of telecommunications or information systems infrastructure, hacking, cyber-attacks, or government actions.

14.6 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by certified or registered mail, return receipt requested, postage prepaid; or (d) sent by nationally recognized overnight courier. Notices to HelloCivic shall be sent to the address specified in Section 15.

14.7 Independent Contractors

The relationship between you and HelloCivic is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

14.8 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights. No person or entity other than the parties to these Terms shall have any right to enforce any provision of these Terms.

14.9 Headings

The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

14.10 Electronic Communications

By using the Service, you consent to receiving electronic communications from HelloCivic, including emails, in-app notifications, and postings on the Service. You agree that all agreements, notices, disclosures, and other communications that HelloCivic provides to you electronically satisfy any legal requirement that such communications be in writing.

15. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

• Email: [email protected]
• Address: HelloCivic, Inc., 1234 Civic Center Drive, Suite 500, Wilmington, DE 19801
• Support: [email protected]

For government procurement inquiries, please contact us at [email protected].

By using the HelloCivic platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.