Terms & Conditions

Last updated on January 24, 2024

Roundtable Platform Terms & Conditions
Civic Roundtable, Inc. (“Roundtable,” “we,” “us,” or “our”) welcomes you to the Roundtable Community. The following terms and conditions govern all use of this website and its subdomains, and all content, services and products available therein (collectively, the “Community Platform”). The Community Platform is owned and operated by Roundtable and is offered subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Roundtable’s Privacy Policy and Community Guidelines) and procedures that may be published from time to time on the Community Platform by Roundtable (collectively, the "Agreement"). Please read this Agreement carefully before accessing or using the Community Platform. By accessing or using any part of the Community Platform, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to any of these terms, then please do not access or use the Community Platform. THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

1. Use of Personal Information
Your use of the Community Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed by our Privacy Policy located on the Roundtable website.

2. Your Roundtable Community Account
If you create an account on the Community Platform, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account. You must immediately notify Roundtable of any unauthorized uses of your account or any other breaches of security of which you become aware. Roundtable will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

3. Community Rules
Roundtable’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Community Platform, you hereby agree to comply with these community rules: You will comply with all applicable laws in your use of the Community Platform and will not use the Community Platform for any unlawful purpose; You will not access or use the Community Platform to collect any market research for a competing business; You will not “stalk” or otherwise harass another user; You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Community Platform; You will not download any Other User Content (as defined below) or Roundtable’s Content (as defined below) without the consent of the originator of the content; You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Community Platform; You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Community Platform, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; You will not use, frame, or utilize framing techniques to enclose any Roundtable’ trademark, logo, or other proprietary information (including the images found on the Community Platform, the content of any text, or the layout/design of any page or form contained on a page) without Roundtable’s express written consent; You will not use meta tags or any other “hidden text” utilizing a Roundtable name, trademark, or product name without Roundtable’s express written consent; You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; You will not interfere with or attempt to interrupt the proper operation of the Community Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Community Platform through hacking, password or data mining, or any other means; and If you find something that violates this Agreement or our Community Guidelines, please let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Community Platform, or any portion of the Community Platform, without notice, and to remove any comments that do not adhere to these guidelines.

4. Your Content
If you post content or material to the Community Platform, post links on the Community Platform, or otherwise make (or allow any third party to make) any content or material available on, by or through the Community Platform (any such content, material and links, "Your Content"), you are entirely responsible for the content of, and any harm resulting from, Your Content. By making Your Content available, you represent and warrant that: the downloading, copying and use of Your Content will not infringe, misappropriate or violate the rights, including but not limited to the copyright, patent, trademark, trade secret, privacy, or publicity rights, of any third party; You will not upload, post, e-mail, transmit, or otherwise make available any content that: is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, or promotes violence; or discloses any confidential information about Roundtable, its partners, affiliates or vendors, or confidential or sensitive information about yourself, another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available Your Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to Your Content; you have fully complied with any third-party licenses relating to Your Content, and have done all things necessary to successfully pass through to end users any required terms; Your Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; Your Content is not posted or made available for the purpose of (1) soliciting other users for commercial purposes or (2) soliciting other users to interact with you outside of the Community Platform for the purposes of obtaining support for Roundtable products; Your Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); Your Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods; Your Content is not named in a manner that misleads others into thinking that you are another person or company; and you have, in the case of Your Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Roundtable or otherwise. Roundtable does not claim ownership of Your Content. However, when you post or publish Your Content on the Community Platform, you represent that you own or have all necessary rights to post or publish such content. Subject to any applicable account settings that you select, you grant Roundtable a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Community Platform to you and to our other registered users. Please remember that other registered users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Community Platform. You agree that you, not Roundtable, are responsible for all of Your Content.

5. Community Platform Content, Interactions With Other Users
Roundtable has not reviewed, and cannot review, all of the material, including computer software, posted to the Community Platform, and cannot therefore be responsible for that material’s content, use or effects. By operating the Community Platform, Roundtable does not represent or imply that it endorses the material or content posted, or that it believes such material or content to be accurate, useful or non-harmful. The Community Platform may contain content provided by other users (“Other User Content”). Roundtable is not responsible for, does not endorse and does not control such content. Roundtable may, but has no obligation to, review or monitor, and does not approve, endorse or make any representations or warranties with respect to Other User Content. Please report any conversations, posts or Other User Content you believe is inappropriate or abusive in nature. You use all user content and interact with other users at your own risk. You acknowledge that Roundtable has no obligation to pre-screen content, although Roundtable reserves the right in its sole discretion to pre-screen, refuse or remove any content. By entering into the Agreement, you hereby provide your irrevocable consent to Roundtable’s monitoring of content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Roundtable pre-screens, refuses or removes any of Your Content, you acknowledge that Roundtable will do so for Roundtable’s benefit, not yours. Without limiting the foregoing, Roundtable shall have the right to remove any of Your Content that violates the Agreement or is otherwise objectionable. You are solely responsible for your interactions with other users and any other parties with whom you interact; provided, however, that Roundtable reserves the right, but has no obligation, to intercede in such disputes. You agree that Roundtable will not be responsible for any liability incurred as the result of such interactions.

6. External Sites
The Community Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations or covenants regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

7. Copyright Infringement and DMCA Policy
Roundtable respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content or user submissions deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows: Roundtable, 403 Marlborough Street #15 Boston, MA 02115. Attn: Copyright Compliance Department Email: support@civicrountable.com. If you believe that your work has been copied on the Community Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Community Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

8. Intellectual Property
The Community Platform contains materials, such as software, text, graphics, images, sound recordings, audiovisual works, webinars, white papers, case studies, and other materials provided by or on behalf of Roundtable (collectively referred to as the “Roundtable Content”). The Roundtable Content may be owned by us or by third parties. The Roundtable Content is protected under both United States and foreign laws. Unauthorized use of the Community Platform content may violate copyright, trademark, and other laws. You have no rights in or to the Roundtable Content, and you will not use the Roundtable Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Roundtable Content on any copy you make of the Roundtable Content. You may not sell, transfer, assign, license, sublicense, or modify the Roundtable Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Roundtable Content in any way for any public or commercial purpose. The use or posting of the Roundtable Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your permission to access and use the Roundtable Content and the Community Platform automatically terminates and you must immediately destroy any copies you have made of the Roundtable Content. The trademarks, service marks, and logos of Roundtable (“Roundtable Trademarks”) used and displayed on the Community Platform are registered and unregistered trademarks or service marks of Roundtable. Other company, product, and service names located on the Community Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Roundtable Trademarks, the “Trademarks”). Nothing on the Community Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Roundtable Trademarks inures to our benefit. Elements of the Community Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Roundtable Content may be retransmitted without our express, written consent for each and every instance.

9. Changes
Roundtable reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Community Platform following the posting of any changes to this Agreement constitutes acceptance of those changes. Roundtable may also, in the future, offer new services and/or features through the Community Platform (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

10. Termination
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Community Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Community Platform at any time without prior notice or liability.

11. No Warranties/Limitation of Liability
YOU ACKNOWLEDGE THAT ALTHOUGH THE COMMUNITY PLATFORM AND THE CONTENT CONTAINED THEREIN CAN BE USED AS AIDS TO MAKE INFORMED DECISIONS, THE COMMUNITY PLATFORM AND THE CONTENT CONTAINED THEREIN ARE SOLELY EDUCATIONAL AND INFORMATIONAL IN NATURE AND ARE NOT MEANT TO BE SUBSTITUTES FOR LEGAL, TECHNICAL OR BUSINESS ADVICE OR EXERCISE OF YOUR OWN JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT YOUR SOLE DISCRETION AND ELECTION. THE COMMUNITY PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE COMMUNITY PLATFORM OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE COMMUNITY PLATFORM, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE COMMUNITY PLATFORM OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE COMMUNITY PLATFORM OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

12. Indemnification
You agree to indemnify and hold harmless Roundtable, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Community Platform, including but not limited to your violation of this Agreement. You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse the Community Platform; and/or (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.

13. Binding Arbitration
In the event of a dispute arising under or relating to this Agreement (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Boston, Massachusetts. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Roundtable from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Roundtable’s proprietary interests.

14. Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS CUSTOMER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15. Compliance with Law
You will comply with any federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any international, federal, state or local court, administrative agency or commission or other governmental or regulatory authority or instrumentality, domestic or foreign (“Applicable Law”), applicable to you pertaining to the use of the Community Platform. You shall ensure that Your Content complies with all Applicable Law relating to the privacy of third parties or the protection of their personal data promulgated by any governmental, municipal, or legal authority having jurisdiction over you or Your Content covered by this Agreement. You shall comply with local anti-bribery laws as well as the U.S. Foreign Corrupt Practices Act, as well as any other Applicable Laws and regulations.16. Miscellaneous
This Agreement is governed by the internal substantive laws of the State of MA, without respect to its conflict of laws provisions. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,”, “No Warranties; Limitation of Liability,” “Indemnification,” “Termination,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.” Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

If you are a member of an EAC Clearinghouse Network, the following additional terms & conditions apply:
Terms of Service for the EAC Clearinghouse Network

Purpose and General Statement of the Terms of Service (“Terms”)
These Terms of Service (“Terms”) define an EAC Clearinghouse Network user’s basic rights, duties and privileges as a registered user of the EAC Clearinghouse Network. These Terms apply to a user’s use of the EAC Clearinghouse Network, on the EAC Clearinghouse Network, and while accessing the EAC Clearinghouse Network.
By using the EAC Clearinghouse Network services and clicking “accept” upon notice of the Terms, the user agrees to these Terms. The EAC Clearinghouse Network provides an information-sharing network for community members to communicate, disseminate information, share resources, and access resources. The EAC Clearinghouse Network is intended to provide a platform for users to share best practices and answer questions. Users should not share classified information or any other individual’s personally identifiable data. EAC reserves the right to change these Terms at any time; communications about changes to these Terms will be provided in a timely and appropriate manner. As a result, requirements may evolve that may expand the Terms offered.
The EAC Clearinghouse Network cannot be used for any illegal purposes. For all purposes, including the Freedom of Information Act (FOIA) and the Privacy Act, EAC serves as the custodian of substantive information on the EAC Clearinghouse Network. Federal, state and local EAC Clearinghouse Network users are also bound by their own, as well as any other applicable, jurisdictional requirements. EAC Clearinghouse Network users are responsible for the content that they publish to any community within the EAC Clearinghouse Network. EAC Clearinghouse Network users are thus subject to the Federal, state, municipal, territorial and tribal information management, privacy, public disclosure laws (or “Sunshine laws”) and records management statutes, and/or regulations of their jurisdiction(s) for the content that they publish.

Behavior on the EAC Clearinghouse Network
The EAC Clearinghouse Network consists of distinct communities for users to engage on specific topics. Community Administrators will moderate user behavior within communities, user-to-user messages, and throughout the EAC Clearinghouse Network. Rules of behavior, contained within these Terms, promote collaborative use of the EAC Clearinghouse Network. Rules of behavior inform users of their responsibilities and let them know they will be held accountable for their actions while they are accessing the EAC Clearinghouse Network. Users are responsible for all such rules of behavior and will be held accountable for actions performed on the EAC Clearinghouse Network, based on a given user’s acceptance of the Terms upon becoming a registered EAC Clearinghouse Network user, including potential removal from the EAC Clearinghouse Network.
Actions subject to these rules of behavior include, but are not limited to, accessing, storing, receiving, or transmitting information, posting messages, privately messaging users, and uploading documents and resources. Users are given access only to those Communities in which a Community Administrator approves and validates their access. Users must protect passwords and access from disclosure and may not share passwords or other authentication materials. Passwords cannot be provided to any third party.

Liability & Indemnification Clause
EAC is held harmless from and against any first-party or third-party claim, cause of action, etc. related from: (a) content that a user posts or transmits; (b) resources that a user posts or transmits; (c) activity that occurs through or by use of a user’s credentials; (d) use of or reliance on any user content; and/or (e) violation of these Terms.
This site is maintained by the U.S. Government. The information available from this site may include material contributed or licensed by individuals, companies, or organizations that may be protected by U.S. and foreign copyright laws; or material that is otherwise not subject to public release under or due to the Freedom of Information Act or the Privacy Act. The U.S. Government does not warrant or assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, apparatus, product, or processes disclosed through the EAC Clearinghouse Network since much of the information that may be communicated on this system is user provided. The U.S. Government does not endorse or recommend any communications, messages, and resources provided by users or any products, processes, or services of non-federal or commercial entities. The views and opinions of authors expressed within communications, messages, and resources on the EAC Clearinghouse Network do not necessarily state or reflect those of the U.S. Government, and they may not be used for lobbying, advertising, or product endorsement purposes. Some EAC Clearinghouse Network web pages may provide links to external internet sites for the convenience of users.
The U.S. Government is not responsible for the availability of content on external internet sites, nor does the U.S. Government endorse the information, products, or services offered or described on external internet sites. The U.S. Government does not recommend any communications, links, messages, and resources provided by users or any products, processes, or services of non-federal or commercial entities. The views and opinions of authors expressed within communications, messages, and resources on the EAC Clearinghouse Network do not necessarily state or reflect those of the U.S. Government, and they may not be used for lobbying, advertising, or product endorsement purposes.

Prohibited Content and Activities
All users specifically acknowledge that EAC is not liable for the defamatory, offensive, or illegal conduct of other users, links, or third parties occurring within the EAC Clearinghouse Network and that the risk of injury from the foregoing rests entirely with the user. Inappropriate activities include viewing, downloading, storing, transmitting or copying materials that are sexually explicit or sexually oriented, related to gambling, copyrighted music files to which the user does not own the rights to, illegal weapons, terrorist activities, or any other prohibited activities related to commercial products or services. Additionally, any activity that is not aligned to the purpose of the EAC Clearinghouse Network is prohibited. Users should direct concerns regarding any external link or content to a Community Administrator or email network@eac.gov. Illegal content may not be furnished on the EAC Clearinghouse Network. Content that promotes or advertises products or services is strictly prohibited from the EAC Clearinghouse Network. The EAC Clearinghouse Network may not be used for lobbying, advertising, or product endorsement purposes. Continued misuse of the EAC Clearinghouse Network can result in account termination.

Personally Identifiable Information (PII)
All EAC Clearinghouse Network users must adhere to the privacy requirements listed in this section when making information available in any community and in any other way through the EAC Clearinghouse Network. “Personally Identifiable Information” or “PII” is any information that permits the identity of an individual to be directly or indirectly inferred, including any other information that is linked or linkable to an individual regardless of whether the individual is a U.S. Citizen, legal permanent resident, or a visitor to the U.S.
All EAC Clearinghouse Network users must ensure that no other individual’s Personally Identifiable Information (PII) is included in any communications, messages, resources, or any documents made available on the EAC Clearinghouse Network. Generic information can be substituted for the PII to facilitate understanding of the information such as “an individual” instead of a person’s name.

Privacy
EAC requires users to provide limited personal information to register an account with the EAC Clearinghouse Network. Once a user has been accepted into EAC Clearinghouse Network, the user may modify their profile to change, add, or delete all optional fields. Information that is collected and stored on the EAC Clearinghouse Network from a new registrant includes a user’s name and email address. Users have the option to add more information for multi-factor authentication and to connect with other users.

Classified Information
The EAC Clearinghouse Network is not intended to be platform for users to disseminate or discuss classified information. All EAC Clearinghouse Network users are prohibited from disseminating or discussing classified information in any manner on the EAC Clearinghouse Network.

User Provided Content Can Be Downloaded
The EAC Clearinghouse Network is intended to create a collaborative environment amongst users. Users, in addition to being able to communicate with others via comments, messages, and posts, can upload resources to their communities. Users are advised that other users can download resources that are posted to the EAC Clearinghouse Network. Resources include, but are not limited to, documents and photographs. EAC is not responsible for the availability or content of uploaded resources and external websites.

No Guarantee of Validity
EAC maintains the EAC Clearinghouse Network to promote and enhance communication and resource sharing amongst election officials. The structure of EAC Clearinghouse Network allows users to post and share content. Please be advised that content and resources published by users on the EAC Clearinghouse Network have not necessarily been reviewed by EAC. As such, EAC does not guarantee the validity of content and resources posted on the EAC Clearinghouse Network. Content, information, and resources available on the EAC Clearinghouse Network may not reflect official positions of EAC.Intellectual Property Rights
A user retains ownership of their content posted to the EAC Clearinghouse Network. Using the EAC Clearinghouse Network services does not give ownership of any intellectual property rights or accessed content to the EAC Clearinghouse Network, EAC, or any other party. In order to use content, a user must request and obtain permission from its owner. These Terms do not grant the user the right to use any branding or logos provided and/or included on the published content of other users.

Records Management Responsibilities
EAC regulations define a record as “any information that would be a Commission record subject to the requirements of this part when maintained by the Commission in any format, including, but not limited to, an electronic format. Record includes information that is maintained for the Commission by an entity under Government contract for the purposes of records management.”[1]
Materials uploaded to the EAC Clearinghouse Network will be maintained by the EAC and/or a contractor retained for the purposes of managing the records uploaded to the EAC Clearinghouse Network. Therefore, materials uploaded to the EAC Clearinghouse Network will be considered agency records subject to FOIA under EAC regulations.
EAC is responsible for retention of the records of content created, posted and/or shared by EAC Clearinghouse Network users, and EAC is responsible for compliance with the records management laws and regulations that apply to the EAC.[2]
The EAC Clearinghouse Network is responsible for ensuring retention of records for the content which it, itself, publishes and retains custody and control over on the Network. The content published on the EAC Clearinghouse Network will adhere to NARA schedule N1-563-11-010 for records management which states that “Documents ‘“published’ from day-to-day operations, including the instant-messaging and web-conferencing tools are ’Steady state’ (normal day-to-day) and are stored for five years and then destroyed. Records that are part of a Level 2 or 3 event are transferred to the National Archives five years after the event or case is closed for permanent retention in the National Archives.”

Freedom of Information Act (FOIA)
Content uploaded to the EAC Clearinghouse Network by registered users is subject to the federal Freedom of Information Act (FOIA) requests. EAC serves as the custodian of substantive information shared on the EAC Clearinghouse Network and will serve as the recipient for FOIA requests related to information on the EAC Clearinghouse Network. For information that is owned by the EAC, Clearinghouse Network documents and files that are subject to FOIA will be handled by the agency’s FOIA processes and procedures.
EAC regulations make clear that the Agency “will make the fullest possible disclosure of records to the public, consistent with the rights of individuals to privacy, the rights of individuals and other entities with respect to trade secrets and commercial or financial information entitled to privileged and confidential treatment, and the need for the Commission to promote free internal policy deliberations and to pursue its official activities without undue disruption.”[3] Additionally, the EAC policy on disclosure of records is that “all Commission records shall be available to the public unless they are specifically exempt under this part.”[4]
The EAC is only responsible for documents owned by the agency. For information that is owned by the EAC, EAC Clearinghouse Network documents that are subject to FOIA will be handled by the EAC’s FOIA processes and procedures. How the EAC responds to a FOIA request is based on the particular facts of a FOIA request and applicable laws.
EAC Clearinghouse Network users are responsible for the content that they publish to any element of the Network and/or for which they retain custody and exclusive control at any location within the EAC Clearinghouse Network. EAC Clearinghouse Network users and are thus subject to the Federal, state, municipal, territorial and tribal information management, privacy, public disclosure laws (or “Sunshine laws”) and records management statutes, and/or regulations of their jurisdiction(s) for the content that they publish and/or for which they retain custody and exclusive control.

User Account Approval
Community Administrators review and approve user requests from potential users to gain access to their specified communities in the EAC Clearinghouse Network. Community Administrators can grant users access to upload and edit data on the EAC Clearinghouse Network in specified communities. If a Community Administrator rejects a user request, the Community Administrator must provide a comment to document the reason why a user was rejected.

User Roles, Rights, and Duties
Users can access the EAC Clearinghouse Network so long as they accept and abide by the Terms. If a user does not accept, or fails to comply with, the Terms, that user’s access will be revoked, and the user may be denied future access to the EAC Clearinghouse Network.
Users with special account privileges, including, but not limited to Community Administrators and Page Editors, must abide by the protocols and rules established by EAC for users with those privileges. Failure to do so is grounds for account suspension and/or ban.

Account Password
Users must choose passwords that are either:
a) at least 8 characters long, contain at least one of capital letter, number, or special character; or
b) at least 4 characters long and contain all of the following: lowercase letter, capital letter, number, and special character.

Account Suspension and User Ban
EAC reserves the right to suspend the account of any user at its discretion and any user that violates the Terms. EAC reserves the right to determine, on an individual basis, if a user’s violation of the Terms warrants account suspension and/or permanent ban. EAC reserves the right to suspend a user’s account and/or ban a user without notice or warning.

1 - 11 CFR § 9405.2
2 - “Records” is defined in 44 U.S.C. 3301 as including ``all books, papers, maps, photographs, machine readable materials, or other documentary materials, regardless of physical form or characteristics, made or received by an agency of the United States Government under Federal law or in connection with the transaction of public business and preserved or appropriate for preservation by that agency or its legitimate successor as evidence of the organization, functions, policies, decisions, procedures, operations or other activities of the Government or because of the informational value of the data in them (44 U.S.C. 3301).'' (See also § 1222.10 of this part for an explanation of this definition).
3 - 11 CFR § 9405.3(a)
4 - 1 CFR § 9405.3(b)

If you are a member of the City AI Connect Community, the following terms apply:
City AI Connect Platform Terms & Conditions
‍
Civic Roundtable, Inc. (“Roundtable,” “we,” “us,” or “our”) welcomes you to the Roundtable Community. The following terms and conditions govern all use of this website and its subdomains, and all content, services and products available therein (collectively, the “Community Platform”). The Community Platform is owned and operated by Roundtable and is offered subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Roundtable’s Privacy Policy and Community Guidelines) and procedures that may be published from time to time on the Community Platform by Roundtable (collectively, the "Agreement"). Please read this Agreement carefully before accessing or using the Community Platform. By accessing or using any part of the Community Platform, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to any of these terms, then please do not access or use the Community Platform.

‍1. Use of Personal Information
‍Your use of the Community Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed by our Privacy Policy located on the Roundtable website.

‍2. Your Roundtable Community Account
‍If you create an account on the Community Platform, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account. You must immediately notify Roundtable of any unauthorized uses of your account or any other breaches of security of which you become aware. Roundtable will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

‍3. Community Rules
‍Roundtable’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Community Platform, you hereby agree to comply with these community rules: You will comply with all applicable laws in your use of the Community Platform and will not use the Community Platform for any unlawful purpose; You will not access or use the Community Platform to collect any market research for a competing business; You will not “stalk” or otherwise harass another user; You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Community Platform; You will not download any Other User Content (as defined below) or Roundtable’s Content (as defined below) without the consent of the originator of the content; You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Community Platform; You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Community Platform, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; You will not use, frame, or utilize framing techniques to enclose any Roundtable’ trademark, logo, or other proprietary information (including the images found on the Community Platform, the content of any text, or the layout/design of any page or form contained on a page) without Roundtable’s express written consent; You will not use meta tags or any other “hidden text” utilizing a Roundtable name, trademark, or product name without Roundtable’s express written consent; You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; You will not interfere with or attempt to interrupt the proper operation of the Community Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Community Platform through hacking, password or data mining, or any other means; and If you find something that violates this Agreement or our Community Guidelines, please let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Community Platform, or any portion of the Community Platform, without notice, and to remove any comments that do not adhere to these guidelines.

‍4. Your Content
‍If you post content or material to the Community Platform, post links on the Community Platform, or otherwise make (or allow any third party to make) any content or material available on, by or through the Community Platform (any such content, material and links, "Your Content"), you are entirely responsible for the content of, and any harm resulting from, Your Content. By making Your Content available, you represent and warrant that: the downloading, copying and use of Your Content will not infringe, misappropriate or violate the rights, including but not limited to the copyright, patent, trademark, trade secret, privacy, or publicity rights, of any third party; You will not upload, post, e-mail, transmit, or otherwise make available any content that: is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, or promotes violence; or discloses any confidential information about Roundtable, its partners, affiliates or vendors, or confidential or sensitive information about yourself, another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available Your Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to Your Content; you have fully complied with any third-party licenses relating to Your Content, and have done all things necessary to successfully pass through to end users any required terms; Your Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; Your Content is not posted or made available for the purpose of (1) soliciting other users for commercial purposes or (2) soliciting other users to interact with you outside of the Community Platform for the purposes of obtaining support for Roundtable products; Your Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); Your Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods; Your Content is not named in a manner that misleads others into thinking that you are another person or company; and you have, in the case of Your Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Roundtable or otherwise. Roundtable does not claim ownership of Your Content. However, when you post or publish Your Content on the Community Platform, you represent that you own or have all necessary rights to post or publish such content. Subject to any applicable account settings that you select, you grant Roundtable a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Community Platform to you and to our other registered users. Please remember that other registered users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Community Platform. You agree that you, not Roundtable, are responsible for all of Your Content.

‍5. Community Platform Content, Interactions With Other Users
‍Roundtable has not reviewed, and cannot review, all of the material, including computer software, posted to the Community Platform, and cannot therefore be responsible for that material’s content, use or effects. By operating the Community Platform, Roundtable does not represent or imply that it endorses the material or content posted, or that it believes such material or content to be accurate, useful or non-harmful. The Community Platform may contain content provided by other users (“Other User Content”). Roundtable is not responsible for, does not endorse and does not control such content. Roundtable may, but has no obligation to, review or monitor, and does not approve, endorse or make any representations or warranties with respect to Other User Content. Please report any conversations, posts or Other User Content you believe is inappropriate or abusive in nature. You use all user content and interact with other users at your own risk. You acknowledge that Roundtable has no obligation to pre-screen content, although Roundtable reserves the right in its sole discretion to pre-screen, refuse or remove any content. By entering into the Agreement, you hereby provide your irrevocable consent to Roundtable’s monitoring of content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Roundtable pre-screens, refuses or removes any of Your Content, you acknowledge that Roundtable will do so for Roundtable’s benefit, not yours. Without limiting the foregoing, Roundtable shall have the right to remove any of Your Content that violates the Agreement or is otherwise objectionable. You are solely responsible for your interactions with other users and any other parties with whom you interact; provided, however, that Roundtable reserves the right, but has no obligation, to intercede in such disputes. You agree that Roundtable will not be responsible for any liability incurred as the result of such interactions.

‍6. External Sites
‍The Community Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations or covenants regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

‍7. Copyright Infringement and DMCA Policy
‍Roundtable respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content or user submissions deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows: Roundtable, 403 Marlborough Street #15 Boston, MA 02115. Attn: Copyright Compliance Department Email: support@civicrountable.com. If you believe that your work has been copied on the Community Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Community Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

‍8. Intellectual Property
‍The Community Platform contains materials, such as software, text, graphics, images, sound recordings, audiovisual works, webinars, white papers, case studies, and other materials provided by or on behalf of Roundtable (collectively referred to as the “Roundtable Content”). The Roundtable Content may be owned by us or by third parties. The Roundtable Content is protected under both United States and foreign laws. Unauthorized use of the Community Platform content may violate copyright, trademark, and other laws. You have no rights in or to the Roundtable Content, and you will not use the Roundtable Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Roundtable Content on any copy you make of the Roundtable Content. You may not sell, transfer, assign, license, sublicense, or modify the Roundtable Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Roundtable Content in any way for any public or commercial purpose. The use or posting of the Roundtable Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your permission to access and use the Roundtable Content and the Community Platform automatically terminates and you must immediately destroy any copies you have made of the Roundtable Content. The trademarks, service marks, and logos of Roundtable (“Roundtable Trademarks”) used and displayed on the Community Platform are registered and unregistered trademarks or service marks of Roundtable. Other company, product, and service names located on the Community Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Roundtable Trademarks, the “Trademarks”). Nothing on the Community Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Roundtable Trademarks inures to our benefit. Elements of the Community Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Roundtable Content may be retransmitted without our express, written consent for each and every instance.

‍9. Changes
‍Roundtable reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Community Platform following the posting of any changes to this Agreement constitutes acceptance of those changes. Roundtable may also, in the future, offer new services and/or features through the Community Platform (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

‍10. Termination
‍We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Community Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Community Platform at any time without prior notice or liability.

‍11. No Warranties/Limitation of Liability
‍YOU ACKNOWLEDGE THAT ALTHOUGH THE COMMUNITY PLATFORM AND THE CONTENT CONTAINED THEREIN CAN BE USED AS AIDS TO MAKE INFORMED DECISIONS, THE COMMUNITY PLATFORM AND THE CONTENT CONTAINED THEREIN ARE SOLELY EDUCATIONAL AND INFORMATIONAL IN NATURE AND ARE NOT MEANT TO BE SUBSTITUTES FOR LEGAL, TECHNICAL OR BUSINESS ADVICE OR EXERCISE OF YOUR OWN JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT YOUR SOLE DISCRETION AND ELECTION. THE COMMUNITY PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE COMMUNITY PLATFORM OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE COMMUNITY PLATFORM, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE COMMUNITY PLATFORM OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE COMMUNITY PLATFORM OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

‍12. Indemnification
‍You agree to indemnify and hold harmless Roundtable, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Community Platform, including but not limited to your violation of this Agreement. You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse the Community Platform; and/or (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.

‍13. Compliance with Law
‍You will comply with any federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any international, federal, state or local court, administrative agency or commission or other governmental or regulatory authority or instrumentality, domestic or foreign (“Applicable Law”), applicable to you pertaining to the use of the Community Platform. You shall ensure that Your Content complies with all Applicable Law relating to the privacy of third parties or the protection of their personal data promulgated by any governmental, municipal, or legal authority having jurisdiction over you or Your Content covered by this Agreement. You shall comply with local anti-bribery laws as well as the U.S. Foreign Corrupt Practices Act, as well as any other Applicable Laws and regulations.

‍14. Miscellaneous
‍This Agreement is governed by the internal substantive laws of the State of MA, without respect to its conflict of laws provisions. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,”, “No Warranties; Limitation of Liability,” “Indemnification,” “Termination,” “Binding Arbitration,” “Class Action Waiver,” and “Miscellaneous.” Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.