TERMS OF USE

(Effective as of March 31, 2022)

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN EACH END USER (referenced herein as "YOU" or "USER" or with “YOUR”) AND MURMURATION, INC. (referenced herein as "MURMURATION") THAT APPLIES EACH TIME YOU ACCESS OR USE A MURMURATION PLATFORM, SUCH AS mINSIGHTS or M{HQ (referenced herein collectively as the “Platform(s)”). YOU SHOULD THEREFORE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (the or this “TOU”) AS THEY GOVERN YOUR USE OF THE PLATFORM(S). IF YOU DO NOT AGREE WITH THIS TOU, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM(S) AND ARE INSTRUCTED TO EXIT THE PLATFORM(S) IMMEDIATELY.

To navigate directly to the community standards section of this document, click here.

1. License Grant. This TOU provides to you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Platform(s) conditioned on your continued compliance with the terms and conditions of this TOU. You may print a single print copy or make a single screen shot of the materials and information from the Platform(s) solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you need additional rights to data or copies, please contact Murmuration at info@murmuration.org.

2. Restrictions. Except as expressly provided herein, Murmuration does not grant any other express or implied right to you or any other person. Accordingly, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Platform(s) in any manner not expressly permitted herein.

3. User Obligations. You represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information (for which you have all necessary rights, permission(s), or authority) when submitting information through the Platform(s), including, without limitation, when you provide information via a website registration or submission form. In addition, you access the Platform(s) on your own volition and are responsible for reliance on any available information from the Platform(s) and compliance with all applicable laws, rules, and regulations with respect to your use of the Platform(s) (including use of any permitted copies of the Platform(s)’ materials and information).

4. Privacy Policy. You understand, acknowledge, and agree that the operation of certain areas of the Platform(s) may require or involve the submission, use, and dissemination of various personally identifiable information. Please see Murmuration’s Privacy Policy at https://murmuration-public.s3.amazonaws.com/privacy.html for a summary of Murmuration's personally identifiable information collection and use practices. Any information submitted by you through the Platform(s) will be pursuant to Murmuration’s Privacy Policy (and any related disclosure(s)) and include a right and license from you to allow Murmuration to use such information in accordance therewith.

5. Account. You may be required to register to use the Platform(s). Each registration is for a single user only, unless otherwise expressly agreed upon by Murmuration. Registration for access to and use of the Platform(s) may also require access credentials, such as a username and a password, or adherence to other particular access requirements as designated by Murmuration in its sole discretion from time to time. You hereby agree to consider your access credentials, such as a user name and password, as confidential information and not to disclose such information to any third party. You shall immediately notify Murmuration if you suspect or become aware of any loss (or theft) of your password or any unauthorized use of your username and password. You acknowledge and agree that Murmuration has the right to disable any username, password, or other access credential identifier, whether chosen by you or provided by Murmuration, at any time in Murmuration’s sole discretion in the event of any actual or suspected loss or unauthorized access.

6. Proprietary Rights. This TOU provides only a limited license to access and use the Platform(s). The Platform(s) (including its content or information) is owned by Murmuration and/or its licensor(s). Accordingly, you expressly acknowledge and agree that Murmuration transfers no ownership or intellectual property right, title, or interest in and to the Platform(s) to you or anyone else. All trademarks, service marks, text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Platform(s), unless otherwise indicated, are owned, controlled, and licensed by Murmuration and/or its licensors.

7. Links to Third-Parties. Murmuration may provide links, in its sole discretion, to other Internet sites or networks (including social media networks) for your convenience in locating or accessing related information and/or services. These other sites or networks are maintained by third parties over which Murmuration exercises no control. Your correspondence or any other dealings with third parties are solely between you and such third party.

8. Disclaimer. MURMURATION DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM(S) WILL OPERATE ERROR-FREE (OR ON AN UNINTERRUPTED BASIS) OR THAT THE INFORMATION AVAILABLE FROM THE PLATFORM(S) WILL ACHIEVE ANY RESULT OR INFORM (OR GUIDE) ANY THIRD PARTY. THE PLATFORM(S) (INCLUDING ITS AVAILABLE INFORMATION) IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND MURMURATION HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO ACCURACY, CURRETNESS, OR COMPLETENESS OR OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, MURMURATION EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY-PROVIDED MATERIALS, PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE PLATFORM(S), AND YOU AGREE THAT MURMURATION SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS BETWEEN YOU AND A THIRD PARTY.

9. Limitation of Liability. MURMURATION SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND MURMURATION’S CONTROL. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MURMURATION BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM(S) OR FOR ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THE PLATFORM(S), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF MURMURATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF MURMURATION FOR ANY REASON WHATSOEVER RELATED TO USE OF THE PLATFORM(S) SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE PLATFORM(S) (DURING THE LAST TWELVE (12) MONTHS) OR TEN DOLLARS ($10 (US)), WHICHEVER IS GREATER.

10. Governing Law. This TOU has been made in and will be construed and enforced in accordance with the laws of the State of New York as applied to agreements entered into and completely performed in the State of New York.

11. Enforcing Security on the Platform(s). Murmuration reserves the right to view, monitor, and record activity on the Platform(s) without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Platform(s) as well as to disclosures required by or under applicable law or related government agency actions. Murmuration will also comply with all court orders or subpoenas involving requests for such information.

12. Injunctive Relief. You acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of Murmuration proprietary rights or assets, will cause irreparable injury to Murmuration, such injury would not be quantifiable in monetary damages, and Murmuration would not have an adequate remedy at law. You therefore agree that Murmuration shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that Murmuration post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Murmuration to enforce any provision of this TOU.

13. Feedback. Murmuration welcomes your feedback and suggestions about Murmuration’s products or services or with respect to how to improve the Platform(s). By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Murmuration, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Murmuration and enable Murmuration to use such Feedback. In addition, any Feedback received by Murmuration will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license from you for Murmuration to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist therein, and you hereby waive any claim to the contrary.

14. Community Standards for the mInsights platform

This community standards policy is a part of the Terms and applies to all Users of the mInsights platform provided by Murmuration to its partners. The following are core standards to help us keep the Services and any available interactive communication features or forums safe and trusted spaces for promoting civic engagement and a healthy participatory democracy:

Be trustworthy: Users of the Services must not create or promote disinformation or misinformation.

Be considerate: Civic participation is intense and can easily slide into rancor. Users commit to taking commercially reasonable steps to create and promote their content in a considerate  manner, free of vitriol. Further, Users must not create or distribute hate speech and avoid the creation or promotion of content that is threatening, harassing, unlawful, is an invasion of privacy, or is otherwise disallowed by these Terms.  

The following categories of content are explicitly disallowed from any Customer or User using the Services.

• Disinformation. Disinformation is false, misleading information that reasonable business people would conclude is created with the intent to deceive, or a willful disregard for generally accepted facts. Disinformation may also include the following intentional misrepresentations by way of example:
  • Misrepresentation of the dates, locations, times and methods for voting or voter registration or census participation.
  • Misrepresentation of who can vote, qualifications for voting, whether a vote will be counted, and what information and/or materials must be provided in order to vote.
  • Misrepresentation of who can participate in the census and what information or materials must be provided in order to participate.
  • Content stating that census or electoral participation may or will result in law enforcement consequences (for example, arrest, deport or imprisonment).
  • Explicit claims that people will be infected by COVID-19 (or another communicable disease) if they participate in the voting process.
• Misinformation. Misinformation is misleading, untruthful, or outdated information, or out-of-context information that is misleading; including, but not limited to outdated scientific information, conspiracy theories, debunked stories.
• Hate speech. Hate speech is content that uses pejorative language or promotes violence or hatred against individuals or groups based on any of the following attributes:
  • Age
  • Caste
  • Disability
  • Ethnicity
  • Gender Identity and Expression
  • Nationality
  • Race
  • Immigration Status
  • Religion
  • Sex
  • Gender
  • Sexual Orientation
  • Victims of a major violent event and their kin
  • Veteran Status

• Statements of inferiority. Statements of inferiority based on these above categories or calls for segregation may also be considered hate speech, and encouragements of self-harm may also constitute hate speech.
• Content that endangers participatory democracy. Users may not create or distribute content that could reasonably be understood to endanger participatory democracy within the United States.
• Threats of violence or fomenting violence. Users may not threaten violence towards others or use the Services to organize, promote, or incite acts of real-world violence or terrorism, or generate or distribute content that is likely to lead to a breach of the peace. When using the Services, Users must think carefully about the words they use, the images they post and how such content may be interpreted by others. Even if something is intended as hyperbolic or a joke, you, it might not be received that way. If a User thinks that someone else might interpret the content that is being created as a threat or as promoting violence or terrorism, they must stop. In extraordinary cases, we may report threats of violence to law enforcement or the appropriate government agency if we think there may be a genuine risk of physical harm or a threat to public safety.
• Bullying and harassment. We do not tolerate bullying or harassment. This means any habitual badgering or intimidation targeted at a specific person or group of people with the intent to harass. In general, if your actions are unwanted and you continue to engage in them, there's a good chance you are headed into bullying or harassment territory.
• Impersonation. Users may not impersonate another person with the intent to deceive, posting content under their email address, intentionally use a deceptively similar username or otherwise pose as a different entity with the intent to deceive.
• Doxxing and invasion of privacy. Users may not post the personal information of private persons, including phone numbers, private email addresses, physical addresses, credit card numbers, Social Security numbers, other unique governmental IDs, or passwords. Depending on the context, such as in the case of intimidation or harassment, we may consider other information, such as photos or videos that were taken or distributed without the subject's consent, to be an invasion of privacy, especially when such material presents a safety risk to the subject.
• Prurient/Sexually explicit content. Users may not post or distribute pornography. If you have any questions or concerns about something you want to post, feel free to reach out to customer support and ask beforehand.
• Spam or commercial solicitation. Within the content that they create using the Services, Users may not post commercial advertisements, link to spammy websites, or otherwise vandalize the community. Users may not engage in any forms of commercial solicitation.  
• Copyrighted or illegal content. You are responsible for what you post. If you post something you didn’t create yourself, you must have the right to post it. You may not post illegal content, including content illegal under copyright and trademark laws, links to illegal content, or methods for circumventing the law.
• Malware or exploits. We do not allow anyone to use our Services for exploit delivery (e.g. using the Services as a means to deliver malicious executables) or as attack infrastructure (e.g. organizing denial of service attacks or managing command and control servers). If we believe that the Services have been used by a Customer for malicious purposes, we may report that Customer to a law enforcement agency or an appropriate government agency or investigatory vendor or other entity.

Murmuration and its service provider, Helm, reserve the right to enforce this policy at their discretion and through any methods it deems necessary; including, but not limited to, warning letters, probationary periods, additional scrutiny, suspending customers or users from the Services, implementing technical changes, or taking appropriate legal action. If you believe an mInsights Customer has violated this policy please reach out to privacy@murmuration.org.

15. Regulatory Compliance. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations (including, but not limited to, the Telephone Consumer Protection Act) in connection with your use of the Services and the Platform. You shall abide by all relevant mobile phone and telephone career policies as you use the Platform and the Services, including but not limited to 10DLC. Furthermore, you must comply with Murmuration’s applicable community standards policy, as set out above. Any use of the Services or Platform in violation of these laws and policies shall be a material breach of the Agreement. Unless Murmuration grants you a temporary exception in writing for a discrete campaign, you must ensure that the recipients of your text messages, emails, and phone calls have expressly consented or “opted-in” to receiving messages or calls as part of your campaign(s).

16. Term & Termination. This TOU will take effect (or re-take effect) at the moment you begin downloading, accessing, or using the Platform(s), whichever is earliest. Murmuration reserves the right at any time and on any grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOU, to deny your access to the Platform(s) or to any portion thereof in order to protect its name and goodwill, its business, and/or other Users, and this TOU will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without prior notice and may impact (and prohibit) submission of any information. You may also terminate this TOU at any time by ceasing to use the Platform(s), but all applicable provisions of this TOU will survive termination, as identified below, and each re-access or use of the Platform(s) will reapply this TOU (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the Platform(s) in your possession. The provisions concerning Murmuration’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of this TOU for any reason.

17. Waiver & Severability. Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by Murmuration of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.

18. Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship exists between you and Murmuration as result of this TOU or your utilization of the Platform(s). This TOU and Murmuration’s Privacy Policy represent the entire agreement between you and Murmuration with respect to use of the Platform(s), and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Murmuration with respect to the Platform(s). You may not assign, delegate, or transfer any rights under this TOU without the prior written consent of Murmuration. Please note that Murmuration reserves the right to change the terms and conditions of this TOU by posting a revised TOU or mailing and/or e-mailing notice thereof to you. In addition, Murmuration may add, modify, or delete any aspect, program, or feature of the Platform(s) (including any available information), but Murmuration is not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Platform(s) following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this TOU (and acceptance of the version of this TOU then in effect). Accordingly, please review the TOU found at this location on a periodic basis.