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<br />"Representatives"means,with respect to a party,that party's and its affiliates'employees,officers,
<br />directors, consultants, agents, independent contractors, service providers, and legal advisors.
<br />“Resultant Data”means information,data and other content that is derived by or through the
<br />Services from Processing Customer Data,including,without limitation,statistics and Services analytics,
<br />and is sufficiently different from such Customer Data that such Customer Data cannot be reverse
<br />engineered or otherwise identified from the inspection,analysis or further Processing of such information,
<br />data or content.
<br />2.Services.
<br />2.1.Services.The Company offers a variety of and products and services accessible through the
<br />Company’s website https://polco.us (the “Website”)free of charge including promoting civic engagement
<br />by providing tutorials,example questions,sample result dashboards,and a library of best civic
<br />engagement practices and other such functionality as may be provided from time to time (collectively,the
<br />"Free Content and Services").During the Term (defined below in Section 7.1)and subject to the and
<br />conditioned on Customer’s and its Authorized Users’compliance with the terms and conditions of this
<br />Agreement,Polco shall use commercially reasonable efforts to provide to Customer and its Authorized
<br />Users (a)the Free Content and Services,and (b)any custom survey services as described in the
<br />attached Schedule A and this Agreement (the “Custom Services,”together with Free Content and
<br />Services,the “Services”).Polco will use commercially reasonable efforts to make the Services available
<br />to the Customer twenty-four (24)hours per day,seven (7)days per week every day of the year,except
<br />for:(i)Service downtime or degradation due to a Force Majeure Event (defined below in Section 12);(ii)
<br />any other circumstances beyond Polco’s reasonable control,including Customer’s or any Authorized
<br />User’s use of third party materials or use of the Services other than in compliance with the express terms
<br />of this Agreement or the Terms of Use;and (iii)any suspension or termination of Customer’s or any
<br />Authorized Users’ access to or use of the Services as permitted by this Agreement or the Terms of Use.
<br />2.2.Service and System Control.Except as otherwise expressly provided in this Agreement,as
<br />between the parties:(a)Company has and will retain sole control over the the Services;and (b)Customer
<br />has the responsibility for making all arrangements necessary for Customer to have access to the Website
<br />and ensuring that all persons who access the Website through Customer’s internet connection are aware
<br />of this Agreement, the Terms of Use, and the Privacy Policy, and comply therewith.
<br />2.3.Changes.Polco reserves the right,in its sole discretion,to make any changes to the Services or
<br />Polco Materials that it deems necessary or useful to:(a)maintain or enhance the quality or delivery of
<br />Polco’s services to its customers,or (b)to comply with applicable law.Without limiting the foregoing,
<br />either party may,at any time during the Term,request in writing changes to the Services or Polco
<br />Materials.The parties shall evaluate and,if agreed,implement all such requested changes.No
<br />requested changes will be effective unless and until memorialized in a written change order signed by
<br />both parties.
<br />2.4.Suspension or Termination of Services.Polco may suspend,terminate or otherwise deny
<br />Customer’s or any Authorized User’s access to or use of all or any part of the Services or Polco Materials
<br />if:(a)Polco believes,in its sole discretion,that Customer or any Authorized User has failed to comply
<br />with,any term of this Agreement,or accessed or used the Services or Polco Materials beyond the scope
<br />of the rights granted or for a purpose not authorized under this Agreement;or (b)this Agreement expires
<br />or is terminated.This Section 2.4 does not limit any of Polco’s other rights or remedies,whether at law,
<br />in equity or under this Agreement.
<br />2.5.Applicability of Additional Agreements.As a user of Company’s Website,Customer is subject to
<br />the Terms of Use and the Privacy Policy as are in effect from time to time.In the event of any conflict
<br />between this Agreement,the Terms of Use and Privacy Policy,this Agreement shall first govern,followed
<br />by the Terms of Use and the Privacy Policy.
<br />3.Authorization and Customer Restrictions.
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