PLEASE READ THIS CAREFULLY. If you use any service associated with the ballotboxonline.com domain, including your use of our brochure web site and your use of the BallotBox online voting service, you are agreeing to the following binding contract terms. BallotBoxOnline LLC only permits access to ballotboxonline.com to those individuals who unconditionally agree to these Terms of Service. No modification or waiver of these terms is effective unless it is in writing and signed by an officer of BallotBoxOnline LLC. Other BallotBoxOnline personnel are not authorized to modify these Terms of Service. If you do not agree to these terms, you must not use any resource or service in the ballotboxonline.com domain.
Acceptance of Terms
BallotBoxOnline LLC provides its online services to you subject to the following Terms of Service (“TOS”), which, unless otherwise agreed in writing, may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at http://www.BallotBoxOnline.com/tos.
BallotBoxOnline does not knowingly accept personally identifiable information about children (ages 13 and younger). By using any ballotboxonline.com site or service, you promise not to transmit any such personally identifiable information to BallotBoxOnline.
Description of Services
BallotBoxOnline provides (1) online visitors with access to information about its services, and (2) subscribers to its services with access to those services, such as the BallotBox online voting service (both 1 and 2, the “Services”). Unless BallotBoxOnline posts different terms that conflict with the TOS, any change to the current Services and any new Services made available in the future shall be subject to the TOS. You understand and agree that the Services are provided “AS IS” and that, unless otherwise posted by BallotBoxOnline in a particular TOS applicable to a particular Service or stated in a signed written agreement, BallotBoxOnline assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store or deliver any data. You are responsible for obtaining access to the Services, which may require you to pay third party fees (such as Internet service provider or airtime charges), and purchase equipment necessary to access the Services.
BallotBox Service Agreement
The provisions under this BallotBox Service Agreement heading apply only to the relationship between BallotBoxOnline LLC and a “Customer” of the BallotBox online voting service.
An association or other person is considered a “Customer” of the BallotBox Service if, and only if, three requirements are met:
- The association or other person must be designated as the “Customer” in a Web-based or paper form provided by BallotBoxOnline for a subscription to the BallotBoxOnline voting service.
- The required Service Fee must be paid to BallotBoxOnline LLC for that subscription.
- BallotBoxOnline must approve receipt of that form, approve that subscription for that Customer, and accept payment of the Service Fee.
Once these three requirements are satisfied, then a binding contract between BallotBoxOnline LLC and the specified Customer is automatically and immediately formed on the basis of the information specified in that Web-based or paper form for that subscription, and on the basis of this entire TOS, including this BallotBox Service Agreement section of the TOS. (In the event of a conflict between this BallotBox Service Agreement section of the TOS and any other portion of the TOS, this BallotBox Service Agreement section of the TOS will control.)
If these three requirements are not satisfied, then there is no Customer, and this BallotBox Service Agreement section of the TOS will not apply, but the remaining provisions in the TOS apply to all persons (including but not limited a Customer's voters) who interact in any way with BallotBoxOnline through the ballotboxonline.com domain.
In subscribing to the BallotBox Service, each Customer will specify key information about that subscription, as determined by BallotBoxOnline from time to time. Such information would include, for example,
- The identity of and contact information for Customer
- The Desired Start Date for Customer's first poll
- The Term of the Service Agreement
- The maximum number of polls permitted during the Term (a fixed number or “unlimited”)
- The maximum number of voters permitted under the subscription
- The product level (either Standard or Premium)
Initial Configuration and Start Up. Promptly after Customer pays the service fee, BallotBoxOnline will initiate configuration of the BallotBox Service for Customer, provide Customer's primary contact with security credentials necessary to access the Service as a top-level administrator, and provide access to the BallotBox Administrator's Guide. However, BallotBoxOnline prefers to set up and run Customer's first poll directly to maximize the likelihood that Customer's initial experience with the BallotBox Service will be successful. Customer may use its administrator account within the Service to set up other administrator accounts. Customer may also import certain information from other computer files (as described in the BallotBox Administrator's Guide) to set up voter accounts, which will be used to vote in Customer's polls, provided that the number of voters imported shall not exceed the Maximum Number of Voters. (Additional voters are permitted upon payment of an additional Service Fee as reasonably determined by BallotBoxOnline at the time.) Customer may use the BallotBox Service to design, deploy, and tabulate polls to those voters, up to the Maximum Number of Polls, provided that all polls must be deployed and completed during the Term. Subject to the remainder of the TOS, Customer may otherwise during the Term use the BallotBox Web application in accordance with its published documentation.
Product Levels and Feature Changes. BallotBoxOnline offers the BallotBox Service in two product levels: “Standard” and “Premium.” BallotBoxOnline may add or modify features of each product level from time to time, but will never materially reduce the functionality of the subscribed Service during the Term of CUstomer's subscription.
Support and Professional Services. Email and Web-based support related to the use of the BallotBox Service is included in the Service Fee for one representative of Customer. Telephone support will be provided without additional charge no more often than four times each calendar year, or more often if BallotBoxOnline is unable through email support to promptly resolve an issue caused by a problem with the Service. Otherwise, telephone support, in-person support, consulting, and other services will be quoted by BallotBoxOnline and agreed by Customer separately. Customer shall pay all travel and other out-of-pocket expenses incurred by BallotBoxOnline in the delivery of professional services, provided that BallotBoxOnline obtains Customer's prior consent before incurring the expense, and documents each expense with its invoice.
Payment. Customer agrees to pay the quoted Service Fee for the requested subscription to the BallotBox Service. If BallotBoxOnline accepts a credit card payment, Customer (or the person making that payment, if not Customer) promises to honor the terms of its agreement with the credit card issuer. If for any reason the payment is reversed or is otherwise not received by BallotBoxOnline, Customer agrees to replace the payment within two (2) business days of receiving notice of the non-payment. BallotBoxOnline reserves the right to suspend the Service if payment is reversed or otherwise not received. Past-due amounts accrue interest at 12% per year or the maximum rate allowed by applicable law, whichever is lower. Any agreed-upon charges for support, professional services, or out-of-pocket expenses will be due 15 days after Customer's receipt of BallotBoxOnline's invoice for that charge. BallotBoxOnline can change the Service Fee that will apply to any renewal of a subscription, or any new subscription, at any time without notice. All payments by Customer made are non-refundable except to the extent this Agreement expressly provides for a refund.
Term and Termination; Survival. The Term of Customer's subscription will commence whenever BallotBoxOnline initiates the configuration of the BallotBox Service for Customer, without regard to when Customer's first poll is deployed to voters. Notwithstanding any other provision in this TOS, BallotBoxOnline may terminate Customer's subscription immediately if Customer materially breaches the TOS, except that if such breach is inadvertent and not the result of Customer's failure to exercise due care, then Customer shall have fifteen (15) days after receipt of notice to fully cure such breach and thereby prevent termination. After the Term, BallotBoxOnline shall permit Customer to access the Service for a reasonable period of time (not to exceed 30 days) for the limited purpose of exporting Customer's data from the Service; provided, however, that BallotBoxOnline may terminate Customer's access sooner if BallotBoxOnline exports Customer's data from the Service and delivers it to Customer in a reasonable electronic format within 30 days after termination. Except as stated in the immediately preceding sentence, BallotBoxOnline shall not be obligated to permit Customer to access the Service, or to store Customer's data or files, after termination of Customer's subscription. All provisions of the TOS survive the expiration or termination of Customer's subscription, except as specifically noted.
Limited Warranty. BallotBoxOnline expressly warrants that the BallotBox Service will perform substantially in accordance with BallotBoxOnline's published documentation for that Service, as delivered to Customer or posted on BallotBoxOnline.com, and as updated by BallotBoxOnline from time to time, and that BallotBoxOnline will use commercially reasonable efforts to cause the Service to be online and available to popular, modern PC and Macintosh-based Web browsers on broadband Internet connections. BallotBoxOnline makes no other warranty. For example, Customer acknowledges that because the Service is provided by a Web server over the Internet, the Service may be periodically unavailable for short periods of time, and because the Service requires the voters specified by Customer to receive emails from the BallotBoxOnline.com server, the effectiveness of the Service may be affected by various email delivery problems outside of BallotBoxOnline's control (including but not limited to spam filters), and that neither constitutes a breach of this warranty.
Limited Warranty Remedies. In the event of a material breach of this warranty that substantially reduces the value of the Service to Customer, Customer shall promptly notify BallotBoxOnline in writing, providing reasonable details of the breach and its impact on Customer. If BallotBoxOnline cures such breach within a reasonable time, then, as Customer's sole and exclusive remedy for any and all such breaches that overlap in time, the Term shall be extended without additional charge by the period of time the breach existed. (However, there will be no extension if the breach was cured within 24 hours, and any extension will add to the number of days in the Term, and not to the number of polls that can be deployed under Customer's subscription.) If BallotBoxOnline does not cure such breach within a reasonable time, Customer shall be entitled, as its sole and exclusive remedy for this breach, to terminate Customer's subscription upon three days written notice, and to receive a refund from BallotBoxOnline equal to the Service Fee for the remaining portion of the Term pro rated by day; however, if the Maximum Number of Polls under Customer's subscription is a finite number, the Service Fee will instead be pro rated based on the polls that were completed during the Term as compared to the total number of polls permitted to be deployed under that subscription.
Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE BALLOTBOX SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BALLOTBOXONLINE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Proprietary Rights. Customer acknowledges that BallotBoxOnline holds certain copyright, trademark, and other intellectual property rights in the Service and the software used to provide the BallotBox Service. Customer may suggest modifications or improvements to the BallotBox Service or such software, but assigns to BallotBoxOnline any intellectual property rights Customer may otherwise have in any resulting modification of or improvement to such Service or software. Customer agrees not to reverse engineer or duplicate the functionality of the BallotBox Service or the software used to provide the BallotBox Service, to assist or cooperate with any other person's effort to do so, or to permit use of its account to facilitate doing so.
Limitation of Liability and Indemnity. BALLOTBOXONLINE SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN ADDITION, UNLESS RESULTING FROM BALLOTBOXONLINE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BALLOTBOXONLINE SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY CONTRACT OR TORT DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO THE TOS, CUSTOMER'S SUBSCRIPTION, OR THE SERVICES TO BE PROVIDED UNDER THE TOS, IN EXCESS OF THE AGGREGATE AMOUNT ACTUALLY PAID TO BALLOTBOXONLINE BY CUSTOMER AS A SERVICE FEE FOR (A) THE CURRENT TERM DURING WHICH THE CLAIM IS ASSERTED, OR (B) IF THE CLAIM IS ASSERTED AFTER THE TERM, THE CURRENT TERM IMMEDIATELY PRECEDING THE END OF THE TERM. Customer shall defend, indemnify and hold BallotBoxOnline and its managers, officers, directors, employees, and agents harmless from and against any and all claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to Customer's breach of a covenant or warranty set forth in the TOS, Customer's use of the BallotBox Service, or actions or omissions of Customer or persons using Customer's account or an account created by or for Customer within the BallotBox Service.
Publicity. BallotBoxOnline may use Customer's name and marks in any medium to show Customer as a current or former customer, subject to any reasonable trademark usage rules communicated to BallotBoxOnline in writing prior to each such use.
Miscellaneous. THIS TOS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH TEXAS LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. THIS TOS IS MADE AND IS PERFORMABLE EXCLUSIVELY IN TRAVIS COUNTY, TEXAS. EXCLUSIVE VENUE TO RESOLVE ANY DISPUTE RELATED IN ANY WAY TO THE TOS OR TO BALLOTBOXONLINE LIES IN TRAVIS COUNTY, TEXAS. The failure of either Party to exercise any right shall not waive such right or any other term of the TOS. BallotBoxOnline is an independent contractor of Customer, and will not operate as or represent itself to be an agent of Customer. The TOS constitutes the entire agreement of the Parties with respect to its subject matter, and supersedes any prior oral or written promises or agreements. The TOS cannot be modified except in a writing signed by both Customer and BallotBoxOnline. Conflicting terms in a purchase order (or any other document not signed by an authorized agent of BallotBoxOnline) do not modify or become part of the TOS. Neither party is relying on any representation or warranty other than those expressly set forth in the TOS. There are no intended third-party beneficiaries to the TOS except for those persons expressly entitled to indemnification under the TOS. The prevailing party in any dispute relating to the TOS or to BallotBoxOnline is entitled to recover its reasonable attorneys' fees, expert witness expenses, and other out-of-pocket costs incurred in connection with such dispute. Customer shall not aggregate claims brought under or related to the TOS with any other person's claims. Customer cannot share, resell, assign or transfer its rights or obligations under the TOS or to a Service subscription without BallotBoxOnline's prior written consent. BallotBoxOnline may assign or otherwise transfer Customer's subscription, and BallotBoxOnline's rights under the TOS, in connection with any sale or other transfer of some or all of the assets of BallotBoxOnline. The TOS binds and inures to the benefit of each Party's successors and assignees.
BallotBoxOnline currently stores all information provided or used in connection with the Services on servers and other networked storage devices physically located in the State of Texas. Each person transmitting information, including personally identifiable information, to BallotBoxOnline is fully and solely responsible for ensuring that the transmission of this information to BallotBoxOnline, and the use of the Services, will comply with all applicable data or privacy protection legislation.
Accounts, Passwords, and Security
To use certain Services, you will receive a password and other credentials necessary to access your account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur through the use of your password or account. You agree to notify BallotBoxOnline immediately if you suspect any unauthorized use of your password or account or any other breach of security.
Information Provided to BallotBoxOnline in Connection with a Service
You understand that all information, whether publicly posted or privately transmitted, is the sole responsibility of the person from which it originated. This means that you are entirely responsible for all information that you upload to BallotBoxOnline in connection with your use of a Service. BallotBoxOnline does not control the information provided by users in connection with the Services, and does not guarantee the accuracy or completeness of such information. Under no circumstances will BallotBoxOnline be liable in any way for any information provided by you or any third party to BallotBoxOnline in connection with a Service for any loss or damage of any kind.
Restrictions on the Use of the Services
You agree to not use any Service to:
- upload, post, email, transmit or otherwise make available anything that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable
- harm minors in any way
- disguise your identity, impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity
- disguise the origin of any information transmitted through or in connection with a Service transmit or otherwise make available anything that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as insider information about a public company or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements)
- transmit or otherwise make available anything that misappropriates or infringes any person's intellectual property rights
- interfere with or disrupt a Service or servers or networks used by BallotBoxOnline to offer a Service, or disobey any requirements, procedures, policies or regulations of BallotBoxOnline
- intentionally or unintentionally violate any applicable local, state, national or international law
- “stalk” or otherwise harass another person
You agree to defend, indemnify and hold BallotBoxOnline and its officers, directors/managers, employees, and agents harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your acts or omissions, your violation of the TOS or of any third party's rights (including, without limitation, infringement of any copyright, violation of any proprietary right, or invasion of any privacy rights). These obligations will survive any termination of your relationship with BallotBoxOnline or of your use of any Service.
No Resale or Sharing of Service
You agree not to reproduce, duplicate, copy, sell, trade, share, or resell, for any commercial or non-commercial purpose, any portion of any Service, use of any Service, or access to any Service. In addition, your right to use any Service that requires a current subscription is strictly limited to the terms of your subscription. You agree that your BallotBoxOnline account (and any subscription to any Service you may have) is non-transferable and that you shall not permit any third party to use your account (or subscription).
If another organization asks Customer to permit that organization to enjoy benefits of Customer's Service subscription without contracting directly with BallotBoxOnline, Customer acknowledges that any cooperation with any such request would be unfair to BallotBoxOnline, and that this TOS forbids it.
Modifications to and Limits on the Use of the Services
You acknowledge that BallotBoxOnline may establish general practices and limits concerning uses of the various Services, including without limitation how long information will be retained by BallotBoxOnline in connection with a Service. You agree that BallotBoxOnline has no responsibility or liability for the deletion or failure to store any information maintained or transmitted in connection with a Service. You acknowledge that BallotBoxOnline may modify these general practices and limits from time to time.
Subject to any rights you may have as a result of a current BallotBox Service subscription or as a result of a signed written contract with BallotBoxOnline, BallotBoxOnline reserves the right, at any time and from time to time, with or without notice, to modify or discontinue, temporarily or permanently, any Service (or any part thereof), and/or to immediately suspend or terminate your access to any Service, without liability to you or to any third party.
A Service may provide links to other Web sites or resources over which BallotBoxOnline has no control. You acknowledge and agree that BallotBoxOnline does not endorse and is not responsible or liable for anything on any such site or resource.
You acknowledge and agree that each Service, and any necessary software used in connection with each Service (“Software”), contains proprietary and confidential information that is protected by applicable intellectual property rights and other laws. Except to the limited extent expressly authorized by BallotBoxOnline in a signed written agreement, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on a Service or the Software, in whole or in part.
You agree that you will not (and you will not facilitate any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, modify, use a modified version of, grant a security interest in or otherwise transfer any right in any software used to deliver a Service. You agree not to access any Service by any means other than through the interface that is provided by BallotBoxOnline for use in accessing that Service.
Disclaimer of Warranties
YOUR USE OF ANY SERVICE IS AT YOUR SOLE RISK. ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BALLOTBOXONLINE LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
FOR AVOIDANCE OF DOUBT, BALLOTBOXONLINE LLC DOES NOT WARRANT THAT ANY SERVICE WILL MEET YOUR REQUIREMENTS; ANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; RESULTS THAT MAY BE OBTAINED FROM THE USE OF A SERVICE WILL BE ACCURATE OR RELIABLE; OR ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY SOFTWARE OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF A SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH DOWNLOAD.
Limitation of Liability
YOU UNDERSTAND AND AGREE THAT BALLOTBOXONLINE LLC SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE ANY SERVICE; (ii) THE COST TO PROCURE SUBSTITUTE GOODS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO A SERVICE. IN ADDITION, BALLOTBOXONLINE LLC SHALL NOT BE LIABLE FOR ANY DAMAGES TO THE EXTENT THEY EXCEED THE AMOUNT PAID TO BALLOTBOXONLINE LLC BY YOU IN THE PRECEDING TWELVE MONTHS FOR USE OF THE SERVICES.
The TOS constitute the entire agreement between you and BallotBoxOnline and govern your use of the Service, superseding any prior agreements between you and BallotBoxOnline, except to the extent there is a written agreement between you and BallotBoxOnline related to your use of the Service.
THE TOS AND THE RELATIONSHIP BETWEEN YOU AND BALLOTBOXONLINE LLC SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. YOU AND BALLOTBOXONLINE LLC AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE COURTS LOCATED WITHIN TRAVIS COUNTY, TEXAS.
A failure of BallotBoxOnline to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The headings within the TOS are for convenience only and have no legal or contractual effect.