Community Data Platforms Master Terms of Use

Effective as of 26 November 2019

1. General Information Regarding These Terms of Use

Master terms: Welcome, and thank you for your interest in Community Data Platforms (“Community Data Platforms,” “Nantucket Data Platform,” “CDP,” “NDP,” “we,” “our,” or “us”). Unless otherwise noted on a particular site or service, these master terms of use (“Master Terms”) apply to your use of all of the websites that Community Data Platforms operates. These include www.communitydataplatforms.com and www.nantucketdataplatform.com, together with all other subdomains thereof, (collectively, the “Websites”). The Master Terms also apply to all products, information, and services provided through the Websites, including without limitation the visualizations, dashboards, calculators (together with the Websites, the “Services”).

Additional terms: In addition to the Master Terms, your use of any Services may also be subject to specific terms applicable to a particular Service (“Additional Terms”). If there is any conflict between the Additional Terms and the Master Terms, then the Additional Terms apply in relation to the relevant Service.

Collectively, the Terms: The Master Terms, together with any Additional Terms, form a binding legal agreement between you and Community Data Platforms in relation to your use of the Services. Collectively, this legal agreement is referred to below as the “Terms.”

2. Your Agreement to the Terms

BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES (INCLUDING THE VISUALIZATIONS, DASHBOARDS, AND CALCULATORS), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. By clicking “I ACCEPT” or otherwise accessing or using any Services you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you do not agree to the Terms, you are not authorized to use any Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms “you,” and “your” applying to you, that entity, and other users accessing the Services on behalf of that entity.

3. Changes to the Terms

From time to time, Community Data Platforms may change, remove, or add to the Terms, and reserves the right to do so in its discretion. In that case, we will post updated Terms and indicate the date of revision. If we feel the modifications are material, we will make reasonable efforts to post a prominent notice on the relevant Website(s) and notify those of you on the CDP mailing list via email. All new and/or revised Terms take effect immediately and apply to your use of the Services from that date on. Your continued use of any Services after new and/or revised Terms are effective indicates that you have read, understood, and agreed to those Terms.

4. Prohibited Conduct

You agree not to engage in any of the following activities:

1. Violating laws and rights:

You may not (a) use any Service for any illegal purpose or in violation of any local, state, national, or international laws, (b) violate or encourage others to violate any right of or obligation to a third party, including by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights.

2. Solicitation:

You may not use the Services or any information provided through the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, pyramid schemes, or any other form of unsolicited or unwelcome solicitation.

3. Disruption:

You may not use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other party’s use and enjoyment of the Services; including by (a) uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code, or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services, or violating any regulation, policy, or procedure of any network, equipment, or server.

4. Impersonation or unauthorized access:

You may not impersonate another person or entity, or misrepresent your affiliation with a person or entity when using the Services. You may not use or attempt to use another’s account or personal information without authorization. You may not attempt to gain unauthorized access to the Services, or the computer systems or networks connected to the Services, through hacking password mining or any other means.

5. Other:

You may not use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Websites or Services for any purpose. You may not avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by CDP or any of CDP’s providers or any other third party to protect the Websites or Services. You may not attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Websites or Services.

5. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMMUNITY DATA PLATFORMS OFFERS THE SERVICES (INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE SERVICES) AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THE QUALITY, ACCURACY, OR COMPLETENESS OF DATA OR INFORMATION, OR THAT THE USE OF SUCH DATA WILL NOT INFRINGE THE PATENT, INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PARTY. THE USER EXPRESSLY ACKNOWLEDGES THAT THE DATA MAY CONTAIN SOME NONCONFORMITIES, DEFECTS, OR ERRORS.

COMMUNITY DATA PLATFORMS DOES NOT WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVERS USED BY CDP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMMUNITY DATA PLATFORMS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OF THE CONTENT AVAILABLE THROUGH THE SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.

6. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMMUNITY DATA PLATFORMS BE LIABLE TO YOU ON ANY LEGAL THEORY FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY THAT ARISE IN CONNECTION WITH THE SERVICES (OR THE TERMINATION THEREOF FOR ANY REASON), EVEN IF COMMUNITY DATA PLATFORMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMMUNITY DATA PLATFORMS IS NOT RESPONSIBLE NOR LIABLE WHATSOEVER IN ANY MANNER FOR YOUR USE OF THE SERVICES, OR FOR THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE SERVICES.

Certain jurisdictions do not permit the exclusion of certain warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

7. Indemnification

To the extent authorized by law, you agree to indemnify and hold harmless Community Data Platforms, its employees, officers, directors, affiliates, and agents from and against any and all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting directly or indirectly from or arising out of (a) your violation of the Terms, and/or (b) your use of any of the Services.

8. Privacy Policy

Community Data Platforms is committed to responsibly handling the information and data we collect through our Services in compliance with our Privacy Policy, which is incorporated by reference into these Master Terms.

9. Termination

By Community Data Platforms: Community Data Platforms may modify, suspend, or terminate the operation of, or access to, all or any portion of the Services at any time for any reason. Additionally, your individual access to, and use of, the Services may be terminated by Community Data Platforms at any time and for any reason.

By you: If you wish to terminate this agreement, you may immediately stop accessing or using the Services at any time.

Automatic upon breach: Your right to access and use the Services automatically terminates upon your breach of any of the Terms.

Survival: The disclaimer of warranties, the limitation of liability, and the jurisdiction and applicable law provisions will survive any termination. Your warranties and indemnification obligations will survive any termination.

10. Miscellaneous Terms

Choice of law: The Terms are governed by and construed by the laws of the State of Massachusetts in the United States, not including its choice of law rules.

Dispute resolution: The parties agree that any disputes between Community Data Platforms and you concerning these Terms, and/or any of the Services may only be brought in a federal or state court of competent jurisdiction sitting in the State of Massachusetts, and you hereby consent to the personal jurisdiction and venue of such court.

If you are an authorized agent of a government or intergovernmental entity using the Services in your official capacity, including an authorized agent of the federal, state, or local government in the United States, and you are legally restricted from accepting the controlling law, jurisdiction, or venue clauses above, then those clauses do not apply to you. For any such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Massachusetts (excluding its choice of law rules).

No waiver: Either party’s failure to insist on or enforce strict performance of any of the Terms will not be construed as a waiver of any provision or right.

Severability: If any part of the Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

No agency relationship: The parties agree that no joint venture, partnership, employment, or agency relationship exists between you and Community Data Platforms as a result of the Terms or from your use of any of the Services.

Integration: These Master Terms and any applicable Additional Terms constitute the entire agreement between you and Community Data Platforms relating to this subject matter and supersede any and all prior communications and/or agreements between you and Community Data Platforms relating to access and use of the Services.