By using the Service (including responding to emails, meeting communications, and voting) each User hereby agrees to the conditions outlined below. If you do not agree with the terms outlined, do not access or otherwise use the Service. SBS may make changes to the Service at any time, and may make changes to the content and terms of this Agreement at any time without the consent of the User.
If any modification is unacceptable to you, you must cease using the Service. If you do not cease using the Service, you will be conclusively deemed to have accepted the change(s).
The User hereby warrants that if it is a corporation, nonprofit organization, cooperative or other legal entity, the User is validly formed and existing under the laws of its jurisdiction and has accordingly authorized its agent or agents to enter into this Agreement and, if an individual, the User is of the age or majority in his or her place of residence.
The User will separately agree to any additional costs and fees that may occur during the course of the User’s DirectVoteLive voting event(s) beyond those described in the Service Agreement.
This Agreement was last modified on May 4, 2021.
Payment structure will be outlined in the invoice provided by SBS. SBS reserves the right to revise prices to reflect increases in labor or material costs occurring between the dates of the agreed upon estimate and acceptance of order.
User shall pay all fees for additional support or services upon completion of their DirectVoteLive project, meeting or election, including usage fees incurred through exceeded usage thresholds outlined in the Service contract.
In the event that the User subscribes to the Service on an indefinite basis, the subscription will start when the User accepts the term of subscription. This is a recurring billing transaction. User’s subscription and the relevant billing authorization will continue indefinitely for the periods described in User’s description until cancelled by User. Except as stated otherwise in this Agreement, the User will not be refunded any recurring payments made to SBS upon User’s termination of the Service.
If a User has registered for a DirectVoteLive account, the User hereby affirms and represents that the information provided by the User is complete and accurate. The User shall ensure that such information remains up-to-date. Upon payment for the DirectVoteLive project, each specified User will receive a username and passcode provided by SBS. The User acknowledges and agrees that the User, not SBS, is responsible for User’s account and all activities occurring in connection with the use of that account, whether or not the User authorizes such activities.
User acknowledges, agrees, and represents that User is responsible for all voting content, logos, survey responses, candidate information, data files or other materials communicated or transmitted using the Service from User’s account, whether publicly posted or privately transmitted.
User acknowledges that SBS does not control the content originating from User or any other third party and cannot be held accountable for responses, selections or outcomes from a User’s use of the Service. SBS does not guarantee the accuracy, integrity or quality of any voting event coming from the Service.
SBS may review all content and may block, modify, terminate access to or remove any such content that does not comply with any requirements of this document or other agreements between the User and SBS.
SBS reserves the right to purge content from its database from time to time without notice. User agrees to and acknowledges sole responsibility for member data files and agrees to maintain its own copy of such data files. SBS shall not be liable for any purging, deletion or failure to retain content or election information inputted to the Service by the User.
SBS may disable a User account and access to the Service and/or may recover from a User any losses, damages, costs or expenses incurred by SBS resulting from or arising out of User’s non-compliance with any provisions of this document.
User acknowledges and represents that SBS has not undertaken or assumed any duty of advising, proofing or supervising the content of any data. Any changes, modifications or other revisions to the data shall be made by the User’s sole discretion.
User represents that where it provides SBS cellular phone numbers to be used in conjunction with voting, User has (i) obtained from the holders, owners, or users of the numbers consent for SBS to use such number for provision of the Services, and (ii) informed the holders, owners, or users of the numbers that their respective cell phone carrier’s standard message and data rates may apply in conjunction with the Service.
User further acknowledges and agrees that SBS may cooperate with any governmental authority in connection with any investigation into User’s project, meeting or election and may disclose any content and any other information pertaining to the User in connection with any such investigation without notice to User.
Provisions of the DirectVoteLive Site & Service
SBS Responsibilities: SBS’s key role is to bring validity, independent oversight, security, and accuracy to the balloting process. Ultimately, SBS will maintain an auditable trail that supports the outcome of a DirectVoteLive meeting, election or voting event. SBS offers the Service and assistance in working with the User. The Service includes the following:
Developmental support according to Service plan to the User’s design of the slate of motion items candidates or bylaw elections.
Ownership of Business Process and Data
During the term of this Agreement, User may have access to the intellectual property and internal business processes of SBS including, without limitation, SBS’ methods of providing the Service such as Internet and paper-based data gathering and reporting services for elections and voting events (“Business Process”). Ownership of all right, title, and interest in and to the Business Process, including translations, compilations, partial copies, modifications and updated works and ownership of all patents, trade secrets, copyrights and other intellectual property rights pertaining thereto, and the programmed scripts used in scanning, editing and reporting, shall be and shall remain confidential and the sole property of SBS.
Warranty: Limitation of Liabilities
SBS hereby represents and warrants that SBS is not subject to any restrictions whatsoever which would prevent it from entering into or carrying out the provisions of this Agreement and possesses the proper skill, training, experience, and background so as to be able to perform under this Agreement in a competent and professional manner. In the event that SBS incorrectly inserts any data in User’s data files or other materials, User’s exclusive remedy shall be to require SBS to correct the data files and/or replace such other materials for the User. SBS DOES NOT WARRANT THAT THE SERVICES WILL MEET USER’S REQUIREMENTS, THAT THE SERVICES WILL OPERATE IN COMBINATION WITH ANY THIRD PARTY PROVIDERS USED BY SBS IN PROVIDING THE SERVICES, THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL PROTECT AGAINST ALL POSSIBLE SECURITY THREATS, DATA BREACHES, INTERNET THREATS, OR OTHER THREATS OR INTERRUPTIONS. IN NO EVENT SHALL SBS BE LIABLE FOR ANY LOSS OF PROFITS, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF SBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR DEMANDS. IN NO EVENT SHALL SBS’ LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID TO SBS BY THE USER. THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
The User further acknowledges and agrees that the User, not SBS, is responsible for evaluating the accuracy, reliability, completeness, and usefulness of any information obtained through the use of the Service.
The User must evaluate and bear all risks associated with the use of the Service, including any reliance on the accuracy, completeness or usefulness of the Service.
Indemnity By User
User shall indemnify, defend and hold harmless SBS, their respective representatives, and agents against all claims, demands, damages, liabilities, and costs (including attorney’s fees) arising out of or in connection with:
The term of this Agreement shall be effective upon payment for the Service and will expire upon completion of the project(s) described in the invoice provided by SBS, unless otherwise terminated pursuant to the below section.
SBS agrees that any information SBS receives or reviews concerning the User, including, but not limited to, any information concerning User’s past, present and future research, marketing, development, operations, and business activities, and any other information or material proprietary to User of which SBS may obtain knowledge or access from the User during the performance hereunder by SBS (hereinafter “Confidential Information “) is proprietary and confidential to the User. SBS agrees, on behalf of itself and all of its agents, to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose, except as may be agreed in writing in advance between SBS and the User. Confidential Information shall not include any information that was in the possession of SBS before receipt from the User, is or becomes a matter of public knowledge through no fault of SBS, is rightfully received by SBS from a third party without a duty of confidentiality, or is disclosed as described under the above “User Content” section.
Please contact SBS with any further questions or concerns related to this document.
Survey & Ballot Systems, Inc.
7653 Anagram Drive
Eden Prairie, MN 55344-7311 USA
+1 952 974 2339 or firstname.lastname@example.org