These terms and conditions govern the use of the Sign Wars Product and Portal (as defined below) by all users. By using the Sign Wars Product and the Portal, each user has acknowledged its review of these Terms, expressly agrees to these Terms, and agrees that these Terms bind the Subscriber and each user.
“Subscriber” means the candidate committee or other similar entity or organization entered in the Portal in the field for Candidate Committee Name. Reference to “Subscriber” is deemed to include each and every person who accesses the Portal or the Sign Wars Product through Subscriber (or Subscriber’s username/s or password/s).
“Provider” means GOTV Technologies, LLC, a Michigan limited liability company.
“Sign Wars Product” means the online software created and managed by Provider, which is accessible through the Portal.
“Portal” means the online gateway hosted by the Provider which permits Subscriber to access the Sign Wars Product in accordance with password permission designated by Subscriber below, to create and manage its account for the same, etc.
“Race” means the political campaign for which Subscriber is campaigning for or in the District.
“District” means the geographic area of the Race in which Subscriber is operating its campaign, as entered in the Portal (by way of example, the Third Congressional District for Michigan, or the whole state of Michigan (for statewide races or Constitutional amendments), or the City of Grand Rapids 3rd Ward for City Commission, the Kent County Commission 11th District, etc., as the case may be).
“Proprietary Resources” means the Sign Wars Product, and all non-public information of Provider including, without limitation, any information or software (concepts, applications, and actual programming) that is proprietary or unique to Provider, including these Terms and any other written documentation between the parties.
“Term” means the length of time the Subscriber may access the Sign Wars Product, subject in full to these Terms which begins when Subscriber completes its account set up on the Portal and pays its Fee and ends upon the earlier of two years thereafter or termination under Section 9.
“Fee” means the charge paid to Provider from Subscriber, per the terms required by the Portal as determined by Provider from time to time.
“Service” means access to the Portal and the Sign Wars Product pursuant to these Terms and as set forth in Section 3.
2. . Provider is the developer and owner of the Sign Wars Product. These Terms set forth the terms and conditions under which Provider licenses Subscriber to utilize the Sign Wars Product. Except as specifically set forth in these Terms, all access to and or use of the Portal or the Sign Wars Product is strictly prohibited.
3. . Subject to Subscriber’s compliance with these Terms, Provider grants Subscriber a nonexclusive, nontransferable, revocable (as set forth in Section 9) license to use the Sign Wars Product during the Term as follows; Provider will:
a) provide Subscriber with the URL for the Portal, and assign Subscriber a unique username and password;
b) provide online, Portal based access to the Sign Wars Product for and covering the District for the Term; and
c) provide maintenance, upkeep, and ensure material functioning of the Sign Wars Product and Portal per Section 7.
4. . All rights not expressly granted to Subscriber in these Terms are reserved by and to Provider. Subscriber may use the Sign Wars Product, the Portal, and all associated access and information for its internal operations only and not by or for the benefit of any other party, including not for any affiliate, subsidiary, or related group or entity. All Proprietary Resources are and will remain the sole property of Provider who is the owner of all intellectual property rights in and to the Sign Wars Product, including copyrights, trade secrets, trademarks, patents, concepts, and know-how.
5. . Subscriber will permit only employees or agents (including volunteers) of Subscriber to access or use the Sign Wars Product for Subscriber, subject to all Reservations above and all of these Terms, and will provide its username and password only to such parties. Subscriber shall not (or permit or aid any party) to remove or destroy any proprietary rights marks or legends on or in the Sign Wars Product or Portal, to modify, enhance, adapt, translate, or create any derivative works of the Sign Wars Product, to transfer, distribute, assign, sublicense, rent, lease, export or sell the Sign Wars Product or access thereto, to decompile, disassemble, or reverse engineer the Sign Wars Product, to make copies or imitations of the Sign Wars Product, to make or aid in any derivative works based on or similar to the Sign Wars Product, or to do anything in conflict with any of these Terms.
6. . Subscriber must pay its Fee at the time of creating its account in the Portal. Should any Fee charge be reversed or otherwise not paid, then in addition to the Fee, Subscriber will pay Provider a $50.00 administrative fee and will pay to Subscriber all of its costs incurred as a result of such nonpayment including without limitation any bank fees and any collection costs. Service may be immediately terminated during all periods when Subscriber’s account is not paid current.
7. . Provider will use commercially reasonable efforts to make the Service available for access by Subscriber and its authorized users. Service may experience unavailability from time to time for routine maintenance, Service changes, failure of third-party service or product providers, failure of Internet infrastructure, and disruptions caused by misuse or intentional acts of third parties. If Provider is unable to comply with the foregoing Service standard on a material basis, Subscriber’s sole remedy will be a refund of Fee for the affected time period, prorated for the duration of the noncompliance.
8. . SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUBSCRIBER EXPRESSLY AGREES THAT THE USE OF THE SERVICE IS AT ITS SOLE RISK. PROVIDER DOES NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
9. . Provider may terminate Service and or Subscriber’s account in full immediately and with or without notice if any of these Terms is breached in any fashion, breach to be determined by Provider in its sole discretion and opinion. There will be no return of proration of the Fee upon such termination, which remedy does not limit in any respect any other remedy available to Provider under law or in equity. Subscriber agrees that any and all breaches of these Terms by or through Subscriber will be properly enjoined on an emergency (temporary) and permanent basis by any court of competent jurisdiction, and that Provider may terminate the Service in accordance with this Section.
11. . TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE THE PORTAL OR THE SIGN WARS PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY IN SUCH CASES. In no event, however, shall Provider’s total liability to Subscriber for all damages (other than as may be required by applicable law) exceed the amount of $50.00.
12. . These Terms may be modified only in writing issued by Provider. Waiver by Provider will be effective only when in a signed writing. The parties’ relationship will be governed by Michigan law, and jurisdiction for all causes of action arising therefrom in any manner whatsoever will lie only in Kent County, Michigan. These Terms of Service contain the parties’ entire agreement and all other understandings, terms, and representations are merged herein.