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Terms of Service

Last updated: November 2023 ElectionBuddy Inc ("ElectionBuddy", “we, “us”, “our”) provides a software-as-a-service voting platform (“ElectionBuddy Services”) through which a person administering an election or vote (the "Administrator"), and invites participants (the "Voters") can create or participate in one or more elections or votes, including without limitation board elections, officer elections, bylaw amendments, contract ratifications, motion approvals, surveys and awards (each a "Vote"). ElectionBuddy also makes its application programming interfaces (“APIs”) available to Administrators and other third parties for the purposes of integrating third party applications to the ElectionBuddy Services (the “Developers”).  Collectively, Administrators, Voters and Developers are referred to in these Terms of Use as “Users” or “you”. All Administrators, Voters and Developers are bound by these Terms of Use. By clicking ‘agree’ (or similar) or using an ElectionBuddy Service, you acknowledge and confirm your agreement with these Terms of Use, current as at the time that you click ‘agree’ (or similar) or use such service (as applicable) and acknowledge that they constitute a legally binding contract between us and you. If you do not agree to any of these Terms of Use, then do not use the ElectionBuddy Service. Users must be at least 13 years of age to access and use the ElectionBuddy Services. If you are under 13 years of age you must not use the ElectionBuddy Services. The person agreeing to these Terms of Use or accessing the ElectionBuddy Services on behalf of an Administrator that is not a natural person represents and warrants that they have authority to bind the Administrator on whose behalf such person is registering to use the ElectionBuddy Services and/or to register a Vote. Use of any personal information relating to the User, or its employees, contractors, agents and representatives submitted to us is governed by our Privacy Policy. We may amend these Terms of Use from time to time.  If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Use were last revised. We will also notify you, either through the ElectionBuddy Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the ElectionBuddy Services or changes made for legal reasons will be effective immediately. Your continued use of the ElectionBuddy Services after the date any such changes become effective constitutes your acceptance of the new Terms of Use. You should pay particular attention to the section called "Disclaimers and Liability", as this excludes or limits our legal liability in connection with your use of the Site and the Services. If you do not agree to these Terms of Use, please do not use our Site or Services. If you do not agree to these Terms or the Privacy Policy, you should not click accept to these Terms of Use and/or access or use the ElectionBuddy Services.
  1. INTRODUCTION
    1. The ElectionBuddy Services are designed to allow organizations to administer electronic elections and to allow eligible third parties to submit Votes, and to provide feedback in relation to Votes.
    2. You agree that these Terms of Use are like any written negotiated agreement signed by you, and you agree to be bound by, and fully comply with them. You represent and warrant that you have all necessary rights, power and authority to enter into these Terms of Use and to perform and otherwise discharge all of your obligations hereunder and that your use of the ElectionBuddy Services does not and will not violate any applicable laws or regulations, including, for greater certainty, any appliable export control laws.
    3. You acknowledge and agree that you are only being granted a license to use the ElectionBuddy Services that you have selected and that, for greater certainty, such license shall not be construed as granting to you the right to use any other ElectionBuddy Services or any other software, services, documentation or intellectual property rights of ElectionBuddy or its suppliers, or to use or exploit the ElectionBuddy Services in any manner other than as expressly permitted by these Terms of Use.
    4. ElectionBuddy may, from time to time, develop enhancements, upgrades, updates, improvements, modifications, extensions and other changes (“Updates”) to the ElectionBuddy Services and you hereby authorize ElectionBuddy to provide such Updates to the ElectionBuddy Services provided that such updates do not have a material adverse effect on the functionality or performance of the ElectionBuddy Services.
  2. REGISTRATION AND USER CREDENTIALS
    1. You may be required to register with ElectionBuddy in order to access and use the ElectionBuddy Services. When seeking to register, you may be asked to provide certain information, including without limitation the name, location, registration details and nature of the organization you represent, and the types of Votes your organization would like to organize and administer. You agree to provide and maintain true, accurate and current information about yourself and your organization, as prompted by us or the ElectionBuddy Services. If you choose not to provide any requested information, you acknowledge and agree that you may not be able to use or benefit from certain features of the ElectionBuddy Services. Where your circumstances change for any reason, you must promptly update your registration information to keep it accurate, current and complete. We reserve the right to accept or reject an application to register as an Administrator in our sole discretion. If we accept your application to register as an Administrator, we will notify you of this by email or other reasonable means.
    2. When registering an account as an Administrator, you will need to select your chosen ElectionBuddy Service. There are different tiers of ElectionBuddy Services available, including our free service (provided without fee) and our services subject to fees including but not limited to, our Plus, Premium, Professional and Subscription Services. Each tier enables the Administrator to create certain types of Votes, invite certain numbers of Voters to participate, and conduct certain numbers of Votes in a given period. To learn more about which ElectionBuddy Service is right for an Administrator; please see our service comparison chart at https://electionbuddy.com/pricing/.
    3. You acknowledge and agree that all log-in IDs, user identifications, passwords and account details (“User Credentials”) provided by ElectionBuddy, or generated by ElectionBuddy Services must be kept secret and confidential. You acknowledge and agree that you are responsible for all activities that occur in conjunction with the User Credentials, and you must notify ElectionBuddy as soon as you become aware of any unauthorized use or other breach of security. We reserve the right to disable any User Credentials, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Use, or if we reasonably suspect that any registration information you have provided is inaccurate, out of date or incomplete. You must ensure that you exit from your account at the end of each session when accessing the ElectionBuddy Services. We will not be liable for any loss or damage arising from your failure to comply with this Section.
  3. ADMINISTRATORS
    1. This Section 3 applies to Users who are Administrators.
    2. If your application to be an Administrator is approved, then ElectionBuddy grants you a non-exclusive, revocable, non-transferable, non-sublicensable right and license to access and use the ElectionBuddy Services for the sole purpose of creating and administering Votes and allowing you to invite individual Voters (as designated by you) to participate in your Votes.
    3. Once your application to register as an Administrator has been approved by ElectionBuddy, you may invite Voters to participate in Votes hosted through the ElectionBuddy Service (and that have been approved by ElectionBuddy) for such purposes. If a Vote is approved by ElectionBuddy, you will be issued with a number of codes and passwords that correspond with the number of Voters you have requested to include in the Vote, provided that such number is within any limits applicable to your chosen ElectionBuddy Service. All codes and passwords will be issued in accordance with ElectionBuddy’s security policies. ElectionBuddy is authorized to accept all codes and passwords as conclusive evidence that Voters have accessed or used the ElectionBuddy Service.
    4. You are responsible for obtaining any required consents and providing any required notices when you invite your Voters to participate in a Vote. You shall be fully responsible for your Voters’ compliance with these Terms of Use in respect of such Votes. You must ensure that Voters access and use the ElectionBuddy Services in accordance with any territorial or other limits or restrictions we notify you of.
    5. Administrators must ensure that all Votes created or administrated by them comply with all applicable laws and regulations, including without limitation anti-discrimination, privacy and data protection laws.
  4. VOTERS
    1. This Section 4 applies to Users who are Voters.
    2. ElectionBuddy grants you a non-exclusive, revocable, non-transferable, non-sublicensable right and license to access and use the ElectionBuddy Services for the sole purpose of participating in Votes that an Administrator has invited you to participate in.
    3. If an Administrator invites you to participate in a Vote, you must notify the Administrator immediately if you believe you are not eligible to vote.
    4. In order to participate in a vote using the ElectionBuddy Services, you will receive an access key and, at the Administrator’s discretion, a password from the Administrator that invited you to participate in the Vote, their designate, or from the ElectionBuddy system, which will allow you to access the ElectionBuddy Service in order to participate in the Vote. You must keep all such codes and passwords secret and confidential and not share them with any person unless explicitly directed by the Administrator. You are fully responsible for any and all activities that occur under such codes or passwords, and you must notify ElectionBuddy as soon as you become aware of any unauthorized use of such access keys or passwords. We reserve the right to disable any codes or passwords if we suspect any access keys or passwords have been compromised or used in any unauthorized manner. ElectionBuddy is authorized to accept your codes and passwords as conclusive evidence that you have accessed or used the ElectionBuddy Service.
    5. You must comply with these Terms of Use, and with any additional terms and conditions relating to a Vote that the Administrator provides to you.
  5. DEVELOPERS
    1. This Section 5 applies to Users who are Developers.
    2. In order to register as a Developer and receive access to our APIs, you must first register in accordance with Section 2. We may request certain information in relation to your application, including the purposes for which you wish to access and use the APIs. We may accept or reject your request to become a Developer in our sole discretion. If we accept your application to become a Developer and/or if we make the APIs available to you, you shall be granted a license to access and use the APIs on the following terms:
      1. You may access the APIs solely for the purposes of enabling third party systems used for the benefit of Administrators (“Third Party System”) to communicate and interoperate with the ElectionBuddy Services (“API Purpose”);
      2. You may display any all data received through the API within the Third Party System (“API Data”), solely for the API Purpose;
      3. You may only access the APIs via the API keys we issue you;
      4. You must comply with any call limits or other restrictions on your use of the APIs that we notify you of;
      5. You must not remove any proprietary notices from the APIs or API Data;
      6. You must not (a) use the APIs or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or any applicable law; (b) design or permit any applications to disable, override, or otherwise interfere with any of our communications to Voters or other users of the ElectionBuddy Services, consent screens, user settings, alerts, warning, or similar; (c) use the APIs including in any of your applications, to replicate or attempt to replace the user experience of the ElectionBuddy Services; or (d) attempt to cloak or conceal your identity or the identity of your applications when requesting authorization to use the APIs or making an API call;
      7. You must not, except to the extent expressly permitted under this Section 5: (a) combine or integrate the APIs or API Data with any software, technology, services, or materials not approved in advance by us, including AI-related technologies, large language or other foundation models; (b) pass or allow access to the APIs or API Data to any third party; (c) access all or any part of any the APIs or API Data to build a product and/or service which competes with the APIs or the goods or services provided by us (or any part of it); or (d) commercially exploit, sell, license or distribute any APIs or API Data or any products and/or services incorporating the results retrieved using the APIs or via an API call;
      8. You: (a) are responsible for the operation and security of your systems and applications; (b) shall ensure that your systems and applications comply with any relevant specifications provided by us from time to time; and (c) shall be, to the extent permitted by law, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems and applications to the ElectionBuddy Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your systems caused by network connections or telecommunications links or caused by the internet.
      9. You must: (a) secure the APIs, the API Data, and the API keys (including all copies thereof) from infringement, misappropriation, theft, misuse of unauthorized access; and (b) prevent the introduction of any virus, vulnerability, malware, Trojan Horse, harmful code or similar into our network and information systems (including the ElectionBuddy Services), as a result of your use of the APIs, the API keys or otherwise.
      10. You are solely responsible and liable for all uses of the APIs and API keys resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in breach of these Terms of Use, including use with any of your applications or third party applications or software.
      11. You will indemnify ElectionBuddy and our affiliates, employees, directors, contractors, agents and representatives and hold each of us harmless from and against any losses, liabilities, damages, costs, expenses and claims arising out of or in connection with this Section 5.
  6. USER OBLIGATIONS
    1. This Section 6 applies to all Users.
    2. You must not directly or indirectly, nor permit any third party to: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the ElectionBuddy Services (except if permitted by applicable law and required to integrate the ElectionBuddy Services with other software where ElectionBuddy is not prepared to carry out such activity at a reasonable fee or provide you with the information reasonably necessary to achieve such integration for a reasonable cost within a reasonable period); (b) remove or alter the conditions of use, any copyright notices and other identification disclaimers as they may appear on the ElectionBuddy Services; (c) make copies, electronic or otherwise, of the ElectionBuddy Services; (d) frame or mirror any part of the ElectionBuddy Services; (e) attempt to probe, scan or test the vulnerability of the ElectionBuddy Services, breach the security or authentication measures of the ElectionBuddy Services without proper authorisation or wilfully render any part of the ElectionBuddy Services unusable for any person; (f) use or access the ElectionBuddy Services, or any other intellectual property rights of ElectionBuddy: (i) to develop a product or service that is competitive with ElectionBuddy’s products or services; or (ii) to engage in competitive analysis or benchmarking against products or services provided by third parties that are similar to the ElectionBuddy Services; (g) transfer, distribute, resell, lease, license, or assign the ElectionBuddy Services (in whole or in part); (h) permit the ElectionBuddy Service to be subject to any timesharing, service bureau, subscription service or rental activities; (i) allow the ElectionBuddy Services to become the subject of any charge, lien or encumbrance; or (j) to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity; or (k) otherwise use the ElectionBuddy Services: (i) in violation of applicable law; (ii) to infringe or violate third party rights; or (iii) other than for the purposes for which you are expressly permitted to access and use the ElectionBuddy Services pursuant to these Terms of Use.
    3. You must comply with all applicable laws (including, but not limited to export/import laws and laws relating to privacy, data protection, obscenity, copyright and other intellectual property rights, trademark, confidential information, trade secret, discrimination, libel, slander or defamation).  Notwithstanding any other provision in these Terms of Use, ElectionBuddy may terminate these Terms of Use, and/or any of the licenses granted herein, immediately, without notice, if it is determined that you, or in the case of an Administrator, any of your Voters, have failed to comply with any applicable laws.
    4. You agree that you will not attempt to enter restricted areas of ElectionBuddy’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms of Use.  ElectionBuddy may, without notice, temporarily suspend any User or any other pa’ty's access to the ElectionBuddy Service,  (including, without limitation, any specific areas hosted within the ElectionBuddy Service) by deactivating any password(s) or links to the Internet if ElectionBuddy reasonably suspects that you as a User or any other parties are obtaining unauthorized access to ElectionBuddy’s other systems or information, or are using otherwise valid user identifications or passwords in any other unauthorized manner. These suspensions will be for such periods as ElectionBuddy may reasonably determine is necessary to permit the thorough investigation of such suspended activity. Notwithstanding any other provision in these Terms of Use, ElectionBuddy may terminate these Terms of Use, or any portion of the licenses granted herein, immediately, without notice, if it is determined that you or, if you are an Administrator, your Voters, have undertaken such unauthorized activity.
  7. VOTE CONTENT
    1. You represent and warrant that you own or are authorized to use and provide to ElectionBuddy all content, items and materials supplied by you for your use in association with, or uploaded or submitted to, the ElectionBuddy Services (including data, text, documents, pictures, photographs and graphics and, in the case of Administrators, the details of the Voters participating in and results of the votes undertaken at a Vote ( "Vote Content").  Vote Content is your sole responsibility to the fullest extent permitted by law. You should not provide ElectionBuddy with any sensitive personal information relating to Voters, including credit card information, birthdates, Social Security Numbers, Social Insurance Numbers, Passport IDs, Drivers Licenses or any government ID.  As an example, you can provide the day and month of birth for a Voter, but not their full birthdate. You are solely responsible for applying the appropriate level of access rights to Vote Content stored within the ElectionBuddy Services.
    2. You must not upload, store, post, email, transmit or otherwise make available via or in connection with the ElectionBuddy Services any Vote Content or other content that: (a) infringes any intellectual property rights, data protection, privacy or other rights of any other person; (b) is defamatory or in breach of any contractual duty or any obligation of confidence; (c) is illegal, abusive, obscene, sexually explicit, threatening, incites violence or hatred, blasphemous, discriminatory (on any ground); (d) contains blatant bigotry, racism or hat€(e) is knowingly false or misleading; (f) or that does not comply with all applicable laws or regulations; or (g) is otherwise objectionable.
    3. The ElectionBuddy Services are provided in accordance with ElectionBuddy's security policies, as updated by ElectionBuddy from time to time (provided always that any such update does not materially reduce the security of the ElectionBuddy Service).  ElectionBuddy will use commercially reasonable efforts to maintain periodic back-ups of Vote Content and to, upon becoming aware of a data loss or corruption, restore the Vote Content to the last available and uncorrupted back-up. Except as expressly provided herein, ElectionBuddy shall not be responsible or liable for the deletion or accuracy of Vote Content, the failure to store, transmit, encrypt (or otherwise secure) or receive Vote Content, or the storage, transmission, encryption (or other security) or receipt of any other communication involving the use of the ElectionBuddy Service.
    4. Vote Content will only be stored for the period identified for the selected ElectionBuddy Services. ElectionBuddy reserves the right to delete Vote Content after a time period as defined by the ElectionBuddy Services Tier chosen by the Administrator, unless a longer period has been agreed to by ElectionBuddy or is required by applicable law.
    5. ElectionBuddy has no responsibility or liability for any Vote or Vote Content, or for any loss or damage any Vote or Vote Content may cause to you or other people (including, if you are an Administrator, your Voters). Although we have no obligation to do so, we may, in our sole discretion, remove, screen, adapt or edit without notice any Vote Content posted or stored through the ElectionBuddy Services, and we may do this at any time and for any reason. You are solely responsible for the Vote Content you share with your voters or others, and we have no responsibility for their actions with your Vote Content. We may use automated means to review Vote Content, in addition to human review. The decision by ElectionBuddy to monitor and/or modify Vote Content does not constitute, nor shall it be deemed to constitute, any responsibility or liability on our part in connection with such Vote Content.
    6. We may suspend your access to the ElectionBuddy Services and/or terminate these Terms of Use immediately by notice to you if you (or, if you are an Administrator, any of your Voters) violate or fail to comply with any of your (or your Voters’) obligations under this Section 7.
  8. AVAILABILITY & SUPPORT
    1. ElectionBuddy shall use commercially reasonable efforts to provide you with access, via the Internet, to the ElectionBuddy Services you have selected for the purpose of using same in accordance with these Terms of Use. Generally, ElectionBuddy uses reasonable endeavors to provide such access on a 24-hour per day and 365 days per year basis.  However, we cannot and do not guarantee the continuous, uninterrupted or error-free operability of the ElectionBuddy Services or that the ElectionBuddy Services will respond at a certain speed (since this depends on a number of factors outside our control). Where access is not available as a result of repairs, upgrades or routine maintenance.  ElectionBuddy will use commercially reasonable efforts to minimize the impact of such activities and to provide you with at least twenty-four (24) hours advance notice of the same, however, we have no obligation to do so.
    2. You agree that you are solely responsible for procuring and maintaining all network connections and telecommunications links necessary to access and use the ElectionBuddy Services (other than the server on which the ElectionBuddy Services are hosted and its connections to the internet). You are responsible for providing and maintaining all hardware that you use. We have no responsibility or liability to you for disconnections, connection quality issues, service interruption or other issues that you may experience when using the ElectionBuddy Services as a result of any issue with network connections and telecommunications connectivity.
    3. We may, from time to time, restrict access to certain features, functions or content of, or accessible through, the ElectionBuddy Services.
    4. ElectionBuddy will provide Administrators with ElectionBuddy’s standard customer support services for the ElectionBuddy Service selected, during ElectionBuddy's normal business hours in accordance with ElectionBuddy's support services policy in effect at the time that the support services are provided.  ElectionBuddy may amend the support services policy in its sole and absolute discretion from time to time.  ElectionBuddy will also provide reasonable assistance to Voters in connection with participating in Votes.
    5. In providing support services, ElectionBuddy shall only be required to use reasonable commercial efforts to correct documented errors in the ElectionBuddy Service identified by you as a User, which can be repeated by ElectionBuddy (with your assistance if ElectionBuddy so requests such assistance).  Notwithstanding the foregoing, under no circumstances does ElectionBuddy warrant or represent that all errors can or will be corrected.
    6. You may request additional services, such as to configure a Vote to meet certain criteria or for assistance in developing integrations, from time to time.  These will be documented in a service agreement agreed to by you and ElectionBuddy and may be subject to additional fees (to be agreed at the time that ElectionBuddy agrees to provide such additional services). When performing such additional services, ElectionBuddy may rely on your instructions without any requirement to verify or confirm any element of your instructions. ElectionBuddy does not provide legal advice. You are solely responsible for ensuring that your use of the ElectionBuddy Services meets your requirements, including in respect of your applicable rules, by-laws, constating documents and applicable laws.
  9. INTELLECTUAL PROPERTY RIGHTS
    1. You acknowledge and agree that all rights, titles and interests (including without limitation intellectual property rights) in and to the ElectionBuddy Services, the APIs and System Data (as defined below) and any modifications, enhancements, adaptations, or derivatives of the ElectionBuddy Services, the APIs and/or the System Data shall at all times remain vested in ElectionBuddy and/or its licensors. You shall not have any right or interest in the ElectionBuddy Services or APIs except the limited right to use the ElectionBuddy Services and APIs as explicitly provided in these Terms of Use.
    2. You or your licensors shall retain title to, and ownership of the Vote Content submitted by you to the ElectionBuddy Services or otherwise provided to us by you. You hereby grant ElectionBuddy a non-exclusive, non-transferable, sub-licensable (through multiple tiers), fully paid-up, worldwide right and license to use the Vote Content: (a) to provide the ElectionBuddy Services; (b) to internally to develop and improve our products and services; and (c) to create anonymized and aggregated Voter Data (“System Data”), provided that System Data will not include personally identifiable information.
    3. Where you provide comments, suggestions or other feedback including, without limitation, the results of any testing or other evaluation (collectively "Feedback") to ElectionBuddy in respect of the ElectionBuddy Services, ElectionBuddy shall be free to use, disclose, reproduce, license (including sub-license at any level) or otherwise distribute or exploit, in whole or in part, such Feedback as it sees fit, entirely without obligation or restriction of any kind on account of any intellectual property rights or otherwise.  You shall not provide any Feedback to ElectionBuddy, which is subject to license or other terms, which are inconsistent with the provisions of these Terms of Use.
    4. The ElectionBuddy Services may contain code, commonly referred to as open source software, which is distributed under any of the many known variations of open source license terms, including terms that allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, Open Source Software). Please note that, to the extent that ElectionBuddy Services incorporates any Open Source Software, that element only is licensed to the User under the relevant license terms of the applicable third-party licensor (Open Source License Terms) and not under these Terms of Use, and the User accepts and agrees to be bound by such Open Source License Terms. A copy of the source code for any Open Source Software contained in ElectionBuddy Services (and the relevant Open Source License Terms) will be made available to the user upon reasonable request.
  10. CONFIDENTIALITY & PRIVACY
    1. The ElectionBuddy Services are provided via the Internet and there are inherent risks and limitations associated with the communication of information over the Internet including, without limitation, the possibility that such information may be lost, intercepted or altered or otherwise rendered non-confidential (“Internet Risks”).  ElectionBuddy shall not in any way be responsible or liable for any claim, action, damage or expense (direct, indirect, consequential or otherwise) arising from such Internet Risks or your, your voters or any third party's actions.
    2. During the term of these Terms of Use, each of us may disclose to the other (“Receiving Party”) information of a confidential nature (“Confidential Information”). Confidential Information shall not include information which: i) is or becomes publicly known or available to the Receiving Party at or after the time of disclosure through no wrongful act of the Receiving Party; ii) is in the possession of or known to the Receiving Party at the time of disclosure; iii) is rightfully obtained by the Receiving Party from a third party; or (iv) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the other.
    3. Neither party shall use the other party’s Confidential Information for any purpose other than as permitted under these Terms of Use or to perform its obligations Terms of Use and neither party shall disclose the other party’s Confidential Information to any third party except: (i) in the case of a disclosure by ElectionBuddy, as required for ElectionBuddy to provide the ElectionBuddy Services (including, without limitation, by communicating information over the Internet) and perform its obligations hereunder; or (ii) as required by law or pursuant to the order of a court or administrative body of competent jurisdiction or a government agency.
    4. The ElectionBuddy Data Processing Addendum shall apply where ElectionBuddy is Processing Personal Data in the course of providing the ElectionBuddy Services to an Administrator pursuant to this Agreement. In the event of a conflict between the provisions of these Terms of Use and the ElectionBuddy Data Processing Addendum, the ElectionBuddy Data Processing Addendum shall control. The terms “Personal Data” and “Processing” shall be as defined in the Data Processing Addendum.
  11. DISCLAIMERS AND LIABILITY
    1. You acknowledge that you have or will have independently determined that the ElectionBuddy Service meets your requirements and that you have not, and shall not, rely on any representation made, or information provided, by ElectionBuddy as to the suitability of the ElectionBuddy Service for any particular purpose.  For certainty, you are solely responsible for ensuring that your use of the ElectionBuddy Services meets the requirements of your jurisdiction and your particular organization or event.
    2. EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN, THE ELECTIONBUDDY SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND ELECTIONBUDDY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS AND UNDERTAKINGS CONCERNING THE ELECTIONBUDDY SERVICES, INCLUDING ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, INFRINGEMENT OR PERFORMANCE AND ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, USAGE OR TRADE AND THOSE WHICH MAY BE IMPLIED BY LAW. THESE TERMS OF USE SET OUT THE ENTIRE EXTENT OF ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF ELECTIONBUDDY SERVICES.
    3. ELECTIONBUDDY DOES NOT ASSUME ANY WARRANTY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER OR THIRD PARTY BEFORE, DURING AND/OR AFTER A VOTE. YOU ACKNOWLEDGE THAT ELECTIONBUDDY HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF VOTES ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING VOTERS AND ADMINISTRATORS’) CONTENT, OR THE ABILITY OF ANY USER (INCLUDING VOTERS AND ADMINISTRATORS) TO SUBMIT A VOTE OR HOST A VOTE AND ELECTIONBUDDY IS NOT AFFILIATED WITH AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED BY USERS IN CONJUNCTION WITH THE SERVICES, AND ELECTIONBUDDY HAS NO RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES. HOWEVER, ELECTIONBUDDY WANTS ITS CUSTOMERS TO REPORT ANY MISCONDUCT IN CONNECTION WITH THE SERVICES BY CONTACTING US.
    4. THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ELECTIONBUDDY TO ACCEPT ANY LIABILITY OR RISKS BEYOND WHAT IS EXPRESSLY PROVIDE HEREIN AND IF ANY SUCH LIABILITIES OR RISKS WERE TO BE ASSUMED BY ELECTIONBUDDY, ELECTIONBUDDY WOULD NOT HAVE ENTERED INTO THESE TERMS OF USE WITHOUT CHARGING SUBSTANTIALLY HIGHER FEES.
    5. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, ELECTIONBUDDY'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OF USE, UNDER ANY AND ALL CIRCUMSTANCES, ARISING IN ANY MANNER WHATSOEVER (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO ELECTIONBUDDY HEREUNDER FOR THE ELECTIONBUDDY SERVICES GIVING RISE TO SUCH LIABILITY, PROVIDED THAT, IN THE EVENT THE ELECTIONBUDDY SERVICES WERE PROVIDED WITHOUT FEE, THEN ELECTIONBUDDY'S TOTAL MAXIMUM AGGREGATE LIABILTY UNDER THESE TERMS OF USE SHALL BE THIRTY ($30) DOLLARS.
    6. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
    7. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES OR DAMAGES, SO ASPECTS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
  12. TERM AND TERMINATION
    1. These Terms of Use commence on the date you agree to them or first start using the ElectionBuddy Service (the “Commencement Date”).
    2. These Terms of Use and your right to access and use the ElectionBuddy Services shall automatically terminate at the end of the period specified for the ElectionBuddy Services you selected, and in any event, one year after your last use of such ElectionBuddy Services.
    3. We may suspend your access to the ElectionBuddy Services and/or terminate these Terms of Use immediately by notice to you if any of the following events of default occur: (i) you (or, if you are an Administrator, any of your Voters) materially fail to perform or comply with these Terms of Use or any provision hereof; or (ii) you become insolvent or admit in writing your inability to pay your debts as they mature or make an assignment for the benefit of creditors.
    4. Upon termination of these Terms of Use, all rights and licenses granted to you under these Terms of Use shall automatically terminate and you shall: (i) immediately pay all amounts due and owing to ElectionBuddy hereunder; (ii) cease and desist all use of the ElectionBuddy Service; and (iii) destroy any of ElectionBuddy's Confidential Information in your possession or under your control, and provide ElectionBuddy with written confirmation that the foregoing has occurred.
    5. On termination of these Terms of Use for any reason, ElectionBuddy may destroy or otherwise dispose of any of the Vote Content in its possession unless ElectionBuddy receives, no later than ten (10) days after the effective date of the termination, a written request for the delivery to you of the then most recent copy of the Vote Content. ElectionBuddy shall use reasonable commercial endeavors to make the copy available to you within thirty (30) days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by ElectionBuddy in returning or disposing of Vote Content.
    6. Termination or expiry of these Terms of Use shall not affect the accrued rights and liabilities of the parties as at termination.  Sections 6, 9, 10, 11, 12.3, 12.6, and 15, and any other provision that by its nature is intended to survive termination or expiry of these Terms of Use, shall survive termination or expiry of these Terms of Use for any reason.
  13. FEES AND PAYMENT
    1. Current pricing for the ElectionBuddy Services is available at https://electionbuddy.com/pricing/. In some instances, you may enter into an alternative pricing arrangement with ElectionBuddy for one or more ElectionBuddy Services.  Any such alternative pricing arrangement that we have agreed to in writing shall prevail.
    2. You must pay all fees at the times and in the manner specified by ElectionBuddy at the time you agreed to these Terms of Use or first used the ElectionBuddy Services. All fees are non-cancellable, non-refundable and non-pro-ratable.
    3. If you fail to pay any fees or other amounts due to ElectionBuddy (including Fees) by the due date for payment, we may charge interest on the overdue amount from the due date up to (but excluding) the date of actual payment, after as well as before judgment at 4% above the base rate of the Bank of Canada from time to time. Such interest shall accrue on a daily basis, be compounded monthly and is payable on demand.
    4. Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). The User will be solely responsible for payment of all Taxes, except for those based on the income of ElectionBuddy. The User will not withhold any taxes from any amounts due to ElectionBuddy unless such withholding or deduction is required by applicable law. In such event, the amount of such payment due from the User shall be increased to an amount which (after making such withholding or deduction) leaves an amount equal to the payment that would have been due if no such withholding or deduction had been required.
    5. All prices are quoted and all payments shall be made in US Dollars. Although care is taken in the production of the ElectionBuddy Services, including the descriptions of the ElectionBuddy Services and related pricing, typographical, illustrative or pricing errors may occur. We reserve the right to correct errors at any time.
  14. ADDITIONAL TERMS FOR USERS IN CERTAIN LOCATIONS
    1. ElectionBuddy is a global organization that allows Administrators, Voters and Developers the ability to use our services.  In order to allow Users to use the ElectionBuddy Services and applicable law, additional terms may be applicable to you as a User depending on your location.
    2. If you are a User located in the European Economic Area ("EEA"), Switzerland, or the United Kingdom (collectively, "Europe") who is an individual acting for purposes that are wholly or mainly outside of your trade, business, craft, or profession while using the Services, then the following Europe Amendments in this section apply to you:
      1. Liability. Sections 11.4 and 11.5 of the Terms of Service do not apply to (a) any liability, loss or damage arising from any personal injury or death caused by ElectionBuddy’s negligence, and (b) any liability, loss or damage caused by ElectionBuddy’s fraud or fraudulent misrepresentation, or gross negligence or intentional misconduct, in each case, for which ElectionBuddy’s liability shall be unlimited.
      2. Jurisdiction. Section 15.5 is amended such that you may bring a claim in the courts of the jurisdiction in which you reside.
      3. Cooling-Off Rights. The following “Withdrawal Rights” are added:
        1. The following applies only to Administrators who are individuals acting for purposes that are wholly or mainly outside their trade, business, craft or profession while using the Services, and who have paid a fee to access and use the ElectionBuddy Services:
          1. Subject to Sections 13.3.4.1.2 and 13.3.4.1.3, you have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us at ElectionBuddy, Inc., #9622 42 Avenue Suite 210 Edmonton AB T6E 5Y4 Canada Email: gdpr@electionBuddy.com of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
          2. By creating a Vote, you consent to and expressly request that the performance of the Services begins before the 14-day withdrawal period has expired and that you will not benefit from a legal right to withdraw once a ballot in the Vote has been submitted.
          3. If you requested to begin the performance of ElectionBuddy Services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated us your withdrawal from this contract, in comparison with the full coverage of the contract.
    3. If you are a User located in Australia and qualify as a Consumer as defined by Australian consumer law while using the ElectionBuddy Services, then the following Australian Amendments available here apply to you.
    4. If you are located in Germany then the following amendments apply to you:
      1. In addition, for failing to discharge obligations the nature of which is essential to the performance of the Services and the purposes of the Terms of Service, ElectionBuddy’s liability shall be subject to Section 13.5 (Limitation of Liability) of the Terms of Service, but the limits shall be amended to include typical and foreseeable damages arising from such failures. The provisions of the German Product Liability Act remain unaffected.
  15. GENERAL
    1. These Terms of Use contain the entire understanding and agreement between the parties respecting the subject matter hereof. All captions and headings in herein are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of these Terms of Use or of any subsequent default or breach of the same or a different kind.
    2. All notices, authorizations and requests in connection with these Terms of Use shall be deemed given (within 5 business days they are sent by email (read receipt requested), or if not a business day, on the next business day, or (ii) five business days after being sent by overnight courier, charges prepaid; to the parties as provided in the applicable account profile.
    3. The validity, interpretation, construction and performance of these Terms of Use shall be governed by the laws in force in Alberta, Canada (without reference to conflicts of laws principles).  The ElectionBuddy Services shall be deemed to be provided from Alberta, Canada and these Terms of Use to be, in all respects, an Alberta contract. The competent courts in Alberta, Canada, shall each have non-exclusive jurisdiction over all disputes relating to these Terms of Use.  Each of the parties hereto irrevocably attorns and consents to the jurisdiction of such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms of Use and that in no event shall these Terms of Use be governed by the conflict of laws rules of any jurisdiction.
    4. Any provision of these Terms of Use that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of these Terms of Use and any prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable that provision in any other jurisdiction.  For any provision severed, there will be deemed substituted a like provision to accomplish the intent of the parties as closely as possible to the provision as drafted, as determined by any court or arbitrator having jurisdiction over any relevant proceeding, to the extent permitted by the applicable law.
    5. ElectionBuddy shall have no liability to you under these Terms of Use if it is prevented from or delayed in performing its obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of ElectionBuddy or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, epidemic, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
    6. Contact Us: If you have any questions or comments, please contact us at privacy at electionbuddy dot com or 9622 42 Avenue Suite 210 Edmonton AB T6E 5Y4 Canada.
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