TERMS AND CONDITIONS

SAAS SERVICES, SCOPE, AND SUPPORT

Definitions:

Customer: The individual or legal entity that enters into this Agreement, including its employees, agents, or contractors, who has the authority to bind such entity to the terms of this Agreement. The Customer agrees to use the Services in accordance with the terms outlined herein.

Company: Wall Fly Inc., a Delaware Corporation.

Purchase Agreement: The order form, written purchase agreement, contract, or offer provided by Company and executed by Customer, including any by self-checkout on an e-commerce platform, or any other written agreement for new or additional services, and the offer and terms specified in such agreement or on any ecommerce platform with self-checkout conducted by the Customer. In the event of any conflict between Purchase Agreements where multiple Purchase Agreements between Company and Customer exist, the conflict will be resolved in favor of the most recent applicable Purchase Agreement.

Pilot Period: The trial period prior to the Initial Service Term, applicable only if provided for in the Purchase Agreement.

Initial Service Term: The initial period of time for which the Services are provided, as specified in the Purchase Agreement.

Services: Wall Fly Inc. will provision access to its non-downloadable software-as-a-service, which will allow Customer to initiate any number of projects to monitor any number of keywords in all Covered Meetings in Covered Jurisdictions, and receive text, email, and/or web notifications and/or summaries when keywords are mentioned in the audio feed of Covered Meetings (the “Service(s)”). Covered Meetings are meetings published to the Covered Jurisdictions’ official web calendar of meetings and streamed live to the public on the Covered Jurisdictions’ official publishing channels. Covered Jurisdictions are defined below in “Service Capacity and Scope”. Planned Jurisdictions are expected to be added either prior to or shortly following the Service Commencement Date, as soon as commercially reasonably achievable, and will be included at no additional cost during any Pilot Period and the Initial Service Term if and when available.

Service Capacity and Scope: Users: unlimited users sharing the same company email address. Covered Jurisdictions: as specified in the applicable Purchase Agreement. Covered Jurisdictions may be modified by mutual agreement in writing, and shall be considered an addendum to the Purchase Agreement, along with any related mutual agreements modifying the Term, Fees, or other provisions of the Purchase Agreement.

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company’s standard practice.

RESTRICTIONS AND RESPONSIBILITIES

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES

Customer will pay Company the then applicable fees (the “Fees”) described in the Purchase Agreement, including as specified at the point of checkout for a minimum or fixed number of months, periods, or payments, or other Purchase Agreement for Services and any Implementation Services in accordance with the terms therein. If Customer’s use of the Services exceeds the Service Capacity set forth in any Purchase Agreement or otherwise requires the payment of additional fees (per the terms of this Agreement or any communicated future modification, or any subsequent agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department.

Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 4% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income. Customer shall pay by direct ACH or wire transfer, unless a credit/debit card option is offered at Company’s discretion (e.g. for a Pilot Period fee) which will be indicated on the invoice. For any recurring monthly charges (e.g. during a Pilot Period fee) Customer authorizes Company to automatically bill the payment method on file, including debit/credit or ACH as applicable.

TERM AND TERMINATION

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Purchase Agreement, including any fixed or minimum number of months or payments specified. Except for Agreements marketed as a "Session Pass", or specifically excluded from auto-renewal in the Purchase Agreement, all annual or monthly contracts shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform any Implementation Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND ANY IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

Customer agrees to reasonably cooperate with Company to serve as a reference account upon request.

SELF-SERVE SUBSCRIPTIONS

This section applies when you buy WallFly coverage online at getwallfly.com/pricing (a "Self-Serve Subscription"). It adds to the rest of these Terms. If it conflicts with them, this section controls for Self-Serve Subscriptions.

What you buy. A place subscription covers the public meetings of the one government you choose (a city, county, town, township, school district or agency), not the meetings of other governments inside it, and is billed monthly. A metro bundle covers the governments listed for that bundle at purchase and is billed monthly. A United States Congress subscription covers Congress and is billed monthly. A state legislature purchase covers that legislature from purchase through the end of the legislative session described at checkout, for a single charge, and does not renew. WallFly captures meetings that a government makes publicly available; we do not guarantee that any particular meeting will be captured.

Free trial. New customers receive a 14-day free trial. A payment card is required to start. Unless you cancel before the trial ends, your card is charged automatically on the date shown at checkout. Each customer may receive one free trial. We may decline a trial, or end it early, where we reasonably believe one has already been used (for example, with the same payment card).

Automatic renewal. Place, metro bundle and United States Congress subscriptions renew automatically every month until cancelled, and your card is charged at the start of each monthly period. We will tell you before any price change takes effect. By subscribing you authorize WallFly, through its payment processor, to charge your card for every amount due.

Cancellation. You may cancel at any time in Account > Billing. Cancellation takes effect at the end of the period you have already paid for, and you keep access until then. If you cancel during the free trial, you will not be charged. Cancelling is not the same as deleting your account; see Cancelling or deleting your account below.

Refunds. Charges are not refundable except where the law requires. Legislature charges are not refundable once the free trial ends.

Logins. Each Self-Serve Subscription includes one login (one user). Additional logins require a separate agreement; contact sales@getwallfly.com.

Changing coverage. To change the places in a Self-Serve Subscription, contact sales@getwallfly.com.

Failed payments. If a payment fails, we may retry it. If it is not resolved, the subscription may be cancelled and access will end after the period you have paid for.

Taxes. Prices do not include taxes. If we are required to collect sales or similar taxes, we will add them to future charges after telling you.

CANCELLING OR DELETING YOUR ACCOUNT

Cancelling stops future billing and keeps your account. Deleting removes it. Both start in Account > Cancel or delete account.

Online purchases. If you bought online, use the billing or subscription settings in your account to cancel. If cancellation settings are unavailable in the app, choose Request cancellation there; we will confirm the end date within 5 business days. Your subscription ends at the end of the paid period; cancelling during a free trial prevents the next charge.

Signed agreements. If your organization has a signed order form, purchase agreement or similar agreement with WallFly (an "Agreement"), the account owner can request cancellation in the app. That request is your notice that you want to end the service. It does not by itself end or change the Agreement: its term, renewal and notice terms, any minimum commitment, and fees for service provided or committed continue to apply. We will confirm the end date and any amounts still owed in writing.

Deleting your own login. Any user can delete their own login at any time. We delete it, with the user's name, contact details and settings, right away. Projects you own with no other collaborators are deleted. Shared projects and company bill collaboration are organization-controlled business records and remain available to the remaining members; retained contributions display “Deleted user” after your profile identity is removed. Names or personal information written into those records are not automatically erased; contact privacy@getwallfly.com about that information. If nobody else belongs to the company, its bill collaboration is also removed. The organization’s account and its other users remain. An account owner must first make another user the owner. If you are the only user on an account that can be deleted right away (see below), you delete your login by deleting the organization's account, which ends your login at once. If the organization's account cannot be deleted right away, the only user can still delete their own login; the organization's account, any Agreement and its billing continue until the organization ends them.

Deleting an organization's account. The account owner can delete the organization's whole account. Without an Agreement, billing ends immediately, any subscription or free trial ends that day with no refund for time already paid, every user is signed out, and 30 days later we permanently delete the account's users, projects, searches, alert settings, contacts and bill collaboration. Until then, the owner can ask us to restore it at support@getwallfly.com. With an Agreement, or where deleting the account could affect people outside it (for example through single sign-on), we review the request first: nothing is deleted automatically, the account keeps working during the review, and we will reply within 5 business days. Deleting an account does not end an Agreement or any amounts owed under it.

What we keep. Apart from the organization-controlled records described above, after deletion we keep only what we need for legal, tax, accounting and fraud-prevention purposes or to enforce these Terms: invoices, payment and tax records (our payment processor keeps its own), any Agreement, records of purchases, and a record of each cancellation or deletion request. Copies in backups are removed as the backups are replaced. Public meeting records, transcripts and other public information in the service are not part of your account and are not deleted.