AssociationVoting

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“Order Detail” is the screen or invoice to which this Agreement is linked that sets forth the details of the Application Software and the Service ordered by Client and the related fees

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“Password” is a series of letters and/or numbers that are assigned by Association Voting to Client’s designated Voting Manager to access the Application Software via the Website

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“Result Certification Fee” means the fee specified on the Order Detail, if applicable, for Association Voting to provide Client with a letter certifying the voting results, an audit report of the voting results, and archival of the Data related to the relevant election for one year

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“Service” means the hosting of the Application Software and storage of Data on a computer server and making the Application Software available to Client and Users through the Website on the Internet

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“Set-Up Fee” means the hourly or flat fee specified on the Order Detail, if applicable, for Association Voting to configure the ballot and instructions on the Application Software for Client’s election

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“Software License Fee” means the fee specified on the Order Detail for Client to license the Application Software during the Term pursuant to the terms of this Agreement

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“Term” means a period starting on the date set forth in the Order Detail and ending upon completion of Client’s latest occurring election, as set forth in the Order Detail, unless otherwise terminated in accordance with the terms of this Agreement
If the Order Detail is for a free trial, “Term” shall mean the free trial period specified in the Order Detail

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“Upgrade” means a minor new release of the Application Software consisting primarily of bug fixes and error corrections, and may include minor enhancements or changes

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“URL” means Uniform Resource Locator that provides a unique Internet protocol address for accessing an Internet page

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“User” means a member, employee or agent of Client who has access to the Application Software via a member number assigned to such User

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“Web” means the World Wide Web, which is a facility of the Internet

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“Website” means a location on Association Voting’s Internet server that provides an on-line interface that enables Client to interact with the Application Software on the Web
The Website is owned and operated by Association Voting and hosted by Association Voting or a designated Internet service provider

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Grant of License
Upon payment of the specified fees as set forth on the Order Detail (and during any free trial period specified on the Order Detail), and subject to the terms and conditions of this Agreement, Association Voting hereby grants to Client for the Term of this Agreement (unless earlier terminated in accordance with this Agreement) a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicenseable license to access and use those components of the Application Software hosted on the Association Voting Website set forth in the Order Detail
In no event does this license allow Client to host or otherwise use or access the Application Software on servers other than those provided by Association Voting
Users, solely for Client’s internal organization, association or business purposes, may use the Service and Application Software only for the purposes set forth in this Agreement

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Scope of Permitted Use

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Limitations
Client may access and use the Application Software in machine-readable format only as made available by Association Voting through the Website
Client shall not modify, adapt, translate, hypothecate, lease, loan, resell for profit or otherwise, distribute, or create derivative software based on all or any part of the Application Software or the Service
Client agrees that it shall not sublicense or resell all or any portion of the Application Software
In addition, Client may only authorize the use of the Application Software to authorized Users for the purpose of participating in Client’s election, and may not use the Application Software to provide services to third parties
Client shall not remove or modify, or attempt to remove or modify, any proprietary notices contained in the Application Software or Service
The Application Software contains trade secrets and, in order to protect them, Client shall not decompile, reverse engineer or disassemble the Application Software, or otherwise reduce the Application Software to a human perceivable form
Client will prevent any unauthorized copying of the Application Software and advise any Users who are permitted access to the Application Software of the restrictions upon duplication, reverse engineering and use contained in this Agreement
Client agrees that it shall be liable for any unauthorized copying, reverse engineering or unauthorized use of the Application Software by Users
All rights not expressly granted under this Agreement are reserved by Association Voting

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Restricted Use
Client agrees to use the Application Software only for the lawful purposes described above
Client will not (i) post or transmit on or through any website offering the Service any libelous, obscene or otherwise unlawful information of any kind; (ii) interfere with or disable the Application Software in any way; or (iii) engage in any conduct involving the Service, including but not limited to the Application Software, that would constitute a criminal offense or give rise to civil liability under any local, state, federal or other law or regulation
Neither Client nor its Users will upload, post, reproduce or distribute to or through the Website or the Application Software any material protected by copyright, privacy or other proprietary right without first obtaining the written permission of the owner thereof
Client agrees that it is responsible for maintaining the confidentiality of any User member numbers, passwords or access codes used to access the Application Software and for all activities resulting from their use, including any unauthorized use

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Billing and Payment

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Fees
Except as may be specifically stated in the Order Detail, the Software License Fee and, to the extent applicable, any Set-Up Fee, Customization Fee, and Result Certification Fee shall be paid within thirty (30) days of receipt of Association Voting’s monthly invoice, all as further set forth in the Order Detail
If there is a bona fide dispute regarding any invoice rendered or amount paid, the disputing Party shall notify the other in writing thereof, and the Parties shall use their best efforts to resolve such dispute expeditiously
All undisputed portions of any invoice shall be paid as stated above
Any other amounts which may become payable by Client pursuant to this Agreement, shall be payable by Client within thirty (30) days of receipt of an invoice from Association Voting
Any late payments shall incur a late fee at the rate of one and one-half percent (1
5%) per month or the maximum interest permitted by law, whichever is less
Client agrees to pay all late fees accrued on late payments
If Client is delinquent in its payments, Association Voting may, upon written notice to Client, modify the payment terms to require full payment before the continued provision of Application Software and Services or require other assurances to secure Client’s payment obligations hereunder

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Taxes
Client will pay or reimburse Association Voting for all sales, use, excise and other taxes and governmental charges which Association Voting is at any time required to pay or collect in connection with the sale, licensing or furnishing of products or services under this Agreement, excluding any taxes based on Association Voting’s income

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Initial System Setup, Client Conduct and Marks

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Application Software
Association Voting shall make the Service and Application Software available for access by Client on the date specified on the Order Detail and in accordance with the terms of this Agreement

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Client’s Responsibilities for Setup
Client must provide Internet connectivity to the Website with sufficient bandwidth to meet Client’s utilization demands
If Client has not requested customization, Client shall be solely responsible for setup of Client’s election, membership, and ballots, and Association Voting’s responsibility shall be limited to providing the Service
If Client has requested customization and paid the Customization Fee, Client shall furnish to Association Voting in a prompt manner such data, documents, information, materials, decisions or approvals of Client as Association Voting shall reasonably request or require in the setup and performance of the Application Software and Service

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Client Passwords
Client will give Association Voting written contact information (including an e-mail address) identifying one or more individuals to serve as its administrator of the Service and Application Software (the “Voting Manager”)
Association Voting will furnish Client with a Password for use by each such Voting Manager
A Password is necessary to access the Application Software through the Website
The Password provides vital security in preventing unauthorized access to Client’s Data, the Application Software and Service, and Confidential Information
Client is responsible for keeping and maintaining the security of the Passwords that are assigned to Client and shall have sole and exclusive responsibility for any unauthorized access to Data, the Application Software and Service, or Confidential Information that results from Client’s failure to keep the assigned Passwords secure
Users may be granted access to the Application Software and Service in accordance with procedures communicated to Client during the implementation process, generally by entering such User’s last name and member number assigned to such User by Client

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Client Conduct
Client agrees to abide by all applicable local, state, federal and foreign laws, treatises and regulations in connection with the Application Software and Service
In addition, without limitation, Client agrees not to use the Application Software or Service: (a) in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) to transmit through or post on the Application Software or Service unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, libelous, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or material which is harmful to minors in any way; (d) to transmit any material that may infringe the intellectual property rights or other rights of third parties, including trademark, trade secret, copyright or right of publicity; (e) to transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, or cancelbots; (f) to interfere with or disrupt servers or networks connected to the Application Software or Service or violate the regulations, policies or procedures of such networks; (g) to attempt to gain unauthorized access to the Application Software or Service, other accounts, computer systems or networks connected to the Application Software or Service, through password mining or any other means; or (h) to harass or interfere with another client or user’s use and enjoyment of the Application Software or Service

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Marks
Client hereby grants to Association Voting and Association Voting hereby grants to Client a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license to use the Marks of the other Party solely for the purposes of carrying out its obligations and rights pursuant to this Agreement
Each Party may immediately suspend the other Party’s use of its Marks by giving written notice to such Party if, in the sole reasonable discretion of such owning Party, the other Party’s use of its Marks is deemed improper

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Service Access and Application Availability
Association Voting is not responsible for loss of access to the Service or Application Software for reasons that are beyond Association Voting’s reasonable control
The Website may periodically be inaccessible or inoperable for any reason including, but not limited to: (a) transmission interference, interruptions, congestion and/or outages; (b) hardware or software malfunctions; (c) periodic maintenance procedures or repairs made by or on behalf of Association Voting; or (d) other causes beyond Association Voting’s reasonable control
In the event that the Website or the Application Software is down for more than four consecutive hours during the Client’s voting window during the Term as a result of Assocation Voting’s failure and not as a result of the foregoing, upon receipt of Client’s notice of such failure and request for refund, Assocation Voting shall pay to Client a pro-rated amount of the Software License Fee paid by Client based on the percentage of downtime
This refund is Client’s exclusive remedy for such failure

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Application Software Support
Association Voting shall provide support of the Application Software under this Agreement in accordance with Association Voting’s normal procedures
Any Upgrades to the Application Software will be implemented for the benefit of Client at no additional charge by Association Voting at intervals solely determined by Association Voting

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Maintenance, Software Upgrades and Backup
From time to time, it is necessary for Association Voting to undertake maintenance of the system and Upgrade the Application Software
Association Voting will perform such maintenance and Upgrades to the Application Software in accordance with the following:
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Scheduled Maintenance
Scheduled maintenance will occur as announced by Association Voting on its blog, by newsletter, by e-mail, or otherwise