Convene For The Cities Master Subscriptions and Services Agreement, and Terms of Engagement

Master Agreement Summary

This document provides a high-level overview of the Convene for the Cities Master Subscriptions and Services Agreement, and Terms of Engagement. It is intended to help you quickly understand the purpose, responsibilities, and key terms of the full agreement.

Purpose: Establishes the terms under which Convene for the Cities provides subscription services, professional services, and technology solutions.

Scope of Services: Includes IT infrastructure, consulting, design, support, cloud systems, and more.

Payment & Pricing: Outlines billable services, subscription models, trial options, allowances, and support packages.

Ownership: Convene for the Cities retains ownership of all software and design. Clients retain ownership of their content and data.

Compliance & Legal: Includes responsibilities for ADA, HIPAA, GDPR, CCPA, and other regulatory frameworks.

Support & Collaboration: Covers client responsibilities, timelines, and acceptance testing for project phases.

Termination: Explains renewal terms, cancellation process, final payments, and data handover.

Indemnification: Each party agrees to protect the other from claims arising from misuse, breach, or unauthorized use.

Confidentiality: Protects all shared information and intellectual property; includes non-disparagement clause.

No Poaching: Prevents either party from recruiting each other's employees or clients for two years post-agreement.

Jurisdiction: All legal matters will be governed by the laws of Ohio and handled in Cincinnati.

Updates & Modifications: Only written, signed agreements or posted updates (accepted by continued use) can modify terms.

This summary does not replace the full agreement. Refer to the full Master Agreement for detailed legal terms and conditions.

Convene For The Cities Master Subscriptions and Services Agreement, and Terms of Engagement

Introduction

This agreement is between Convene for the Cities (a Portfolio Company of TQI Net, Inc., an Ohio Corporation) and you, the Client.

Why this agreement exists:
This agreement lays out the terms for how we’ll work together. It covers all subscriptions, services, projects, and change requests. Once you sign your first order or statement of work, the terms start and stay active until either side ends the agreement.

Section 1: Terms & Definitions

Here are some important terms you’ll see throughout this agreement:

“6-Sig” – Stands for Six Sigma, a method for improving quality and reducing errors in processes.
“Account” – A formal relationship with Convene for the Cities or with your own users.
“Acceptance Agreement” – A document confirming you’ve accepted a part or all of the work we’ve delivered.
“Affiliate” – Any company that controls, is controlled by, or shares control with another company.
“Agile” – A flexible way to manage projects, especially for software development.
“Allowances” – Budget estimates we use early in a project to help you decide if you want to proceed.
“API” – A way for software programs to talk to each other.
“AskEVA” – Our support tool for design and content help.
“Authorized Contractors” – People or companies Convene for the Cities hires to help deliver services.
“Beracha Fund Grants” – Special funding that lowers your costs, paid by Convene for the Cities or our partners.
“CFO” – A financial expert who acts like a shared chief financial officer for your organization.
“CIO” – An expert advisor on technology strategy, like a shared chief information officer.
“Client” – You (the person or organization using Convene for the Cities' services).
“Client Data” – Any info you give us, including files, videos, forms, and more.
“CMO” – A marketing expert, similar to a chief marketing officer, available to advise your team.
“CMS” – A content management system, where you create and manage your website or app content.
“Collaboration / Collaborative Design” – Working together with Convene for the Cities to create your deliverables.
“Compliance” – Following industry rules and laws, such as privacy, security, and accessibility standards.
“Content” – Raw data like text or images, before it’s been designed or styled.
“Context” – The creative design and intention behind how content is displayed.
“COO” – An operational advisor who helps you run things efficiently (like a shared chief operations officer).
“COTS” – Off-the-shelf software that can be used as-is or lightly customized.
“CPE” – A process expert who helps streamline and improve operations.
“CPM” – A project management approach that helps center and guide progress.
“CRM” – Software used to manage your clients, donors, or customers.
“CSO” – A security advisor who acts like a shared chief security officer.
“CTQ” – Refers to things that are critical to the quality of your solution.
“DaaS” – Design-as-a-Service: You get high-quality design work now, pay monthly, and refresh it regularly.
“D.A.R.T.T.” – A visual and collaborative planning tool used to capture your project goals and scope.
“Data Center Region” – The location where your data is stored.
“Deliverable” – The actual thing we build or do for you (like software or training).
“Documentation” – How-to guides, tutorials, and other instructions for using our systems.
“Emerging Requirements” – Needs that show up later in the project that we didn’t see at the start.
“eNews” – Email newsletters, blogs, and other digital marketing tools.
“End User” – Anyone who ends up using your technology (your audience or customers).
“ER” – Emergency response services.
“FRD” – Research and discovery work to check feasibility and define scope.
“HaaS” – Hardware as a Service: You lease the hardware, we maintain it.
“Ideation” – The process of coming up with creative ideas.
“IM” – Instant messaging.
“Inspiration” – Creative spark that leads to good design or strategy.
“IT” – Information technology.
“iVOC” – What users indirectly tell us through behavior or feedback.
“JVI” – Java Virtual Machine; a tool that helps software run on multiple platforms.
“M&S” – Maintenance and support services.
“MND” – MND Merchant Account / Payment Solutions—our sole approved tools to handle payments securely.
“NPI” – Launching a new product or service.
“PCR” – A change request for a project.
“POS” – Point of Sale system.
“Professional Services” – Any paid work we do for you like training, consulting, or migrations.
“QCS” – Qualified Convene for the cities Sponsor.
“QPSP” – Qualified Partner Service Provider.
“Retainer” – Prepaid service hours you can use over time.
“RFID” – Technology that uses radio waves to track things (like inventory or access cards).
“RRS” – Rapid response service, typically for urgent needs.
“SaaS” – Software you don’t own, but subscribe to and access via the cloud.
“Sandbox” – A safe place to test before going live.
“Seat” – A licensed user.
“SECaaS” – Security as a Service, delivered over the cloud.
“SEO” – Techniques to help your website show up better in search engines.
“Services” – Everything we offer under a contract—software, support, training, consulting, and more.
“Software” – Programs and platforms provided by Convene for the Cities, generally offered as a subscription.
“SOW” – Statement of Work, a detailed description of the work we’ll do for you.
“SRS” – Software Requirements Specifications: a detailed tech document that defines what a system must do.
“SSL” – Technology that keeps online communications secure.
“SSO” – A way for users to log in once and access multiple systems securely.
“Subscription / Subscription Services” – Pay-per-month or year access to Convene for the Cities' tech and services.
“Subscription Term” – The timeframe for your subscription (e.g., 12 months).
“Support Services” – Help with troubleshooting, updates, and user issues.
“Testing and Testing Blocks” – Pre-set time to test your systems before launch.
“Third-Party” – Tools or services from outside vendors that integrate with Convene for the Cities.
“T&L” – Travel and living expenses (when we travel to meet with you).
“T&M” – Time and materials—used to calculate costs when work isn't fixed price.
“TOE” – Terms of Engagement—what we agree on for working together.
“Trial Services” – Free versions of services to test before you commit.
“UDF” – Fields you can customize in your database to capture special info.
“User” – Anyone using the tech—could be your team or audience.
“VOC” – What your users tell you directly (surveys, calls, support tickets).

Section 2: What We’ll Do for You (Scope of Services)

As the Client, you're hiring Convene for the Cities to provide specific services. These services will be detailed in documents we agree on—like an Order, a Statement of Work (SOW), or a Project Change Request (PCR). Here's a breakdown of the kinds of services you might receive from Convene for the Cities:

2.1. IT Services

Help with your technology systems, tools, and infrastructure.

2.2. IT Infrastructure, Software & Systems

Set up and maintain servers, networks, and platforms you use.

2.3. Managed Services / Cloud Services

Ongoing management of your systems or services in the cloud.

2.4. Professional Services / Consulting / Shared or Fractional Experts

Guidance and support from experts like CIOs, CFOs, marketers, and other specialized consultants, available on a part-time or project basis.

2.5. Programming Services

Custom development work including websites, applications, integrations, and automations.

2.6. Design Services

Visual and branding design—websites, graphics, print materials, digital campaigns, and more.

2.7. Communications / SEO

Help with writing, newsletters, blogs, email campaigns, and optimizing your content for search engines.

2.8. Marketing / Branding

Brand strategy, positioning, messaging, and promotional tools to help you grow.

2.9. Support Services

Help desk support, troubleshooting, system monitoring, and problem resolution.

2.10. Financial & Funding Services

Access to financial tools, shared financial officers, and help applying for grants or investments.

Section 3: How Work is Done & How You Pay (Work and Compensation)

3.1. What You Pay For (Billable Work)

You agree to pay Convene for the Cities for the time and services we provide. Here are examples of things that are considered billable:

Phone calls and emails about your project
Meetings and project planning
Travel to your location if needed
Designing, customizing, coding, and testing your solutions
Documentation, training, and support
Test environments used during development
Extra data usage, backups, or server needs
Time spent fixing things like data loss or syncing issues

3.2. Subscriptions

When you subscribe to Convene for the Cities' software, you get access to all its features during your subscription term. We may use authorized contractors to help deliver your services, but we’ll still be fully responsible.

If there’s ever a serious security threat, we may temporarily change or pause some services. We can also update our systems or make improvements without notice—as long as we don’t reduce your core functionality.

Future features aren’t guaranteed and may cost extra.

3.3. Free Trials

If you try our services for free, they’re “as-is.” That means we’re not responsible for bugs or issues. Use trial services for testing only—not production.

3.4. Subscriptions, Packages & Allowances

You may pay upfront or monthly. Some packages include fixed deliverables; others offer flexible use of hours. If your needs go beyond your chosen package, we’ll create a Project Change Request (PCR).

Types of packages include:

Design Packages – Levels of visual customization.
Programming/Consulting Packages – Bundled hours for flexible use.
Support Packages – Ongoing technical help (standard hours only unless stated otherwise).

3.5. Change Requests (PCRs)

If something changes, we’ll create a PCR. Both sides need to approve and sign it before we begin the new work. There's a one-time processing fee of $50 per PCR.

3.6. Third-Party Marketplace

You may choose approved tools from our partner marketplace. If you do, their terms apply, not ours. Convene for the Cities doesn’t support third-party tools directly.

3.7. Information Accuracy

Our estimates are based on what you tell us. If your project needs change, your price might too.

You’ll assign one point person to work with us. You’re also responsible for testing and approving deliverables within 5 business days. If you need more time, you can ask for an extra 10 days. If we don’t hear from you after that, we’ll consider it accepted.

3.8. Extra Work & Emerging Needs

New needs often pop up. When they do, we’ll talk through the impact on scope, price, and time—and update the agreement with a new PCR.

3.9. Allowances

If a deliverable costs more than we estimated, we’ll create a PCR for the difference. If it costs less, you’ll get a credit (also via PCR).

3.10. Research & Discovery (FRD)

If we need to do early research to estimate your project, we’ll charge it at the lowest available hourly rate or a discounted client rate.

3.11. Invoicing & Payments

Invoices are sent monthly and are due in 20 days.
Subscriptions are paid on the 1st of each month, with or without an invoice.
All payments must be made by ACH, debit, or credit card.
Paper checks are discouraged and include a $25 fee.
You can also request a paper invoice via mail for $25 per invoice.

Special Notes:

Unless stated otherwise, payment is due upon delivery (not when it goes live).
Taxes aren’t included in our fees. If you’re tax-exempt, we’ll need a valid certificate.
Subscription prices may increase by up to 3% per year.
Packages can change over time to meet client and market needs.
We’ll notify you of any price changes before your renewal.
Emergency work outside standard hours may cost extra.
You agree to cover any travel & lodging costs we incur if we meet in person.

3.12. Late Payments

If you’re late:

We may pause your services after 30 days’ notice.
We may charge 1.5% interest per month on overdue balances.

3.13. Payments Must Be in U.S. Dollars

All payments should be made to Convene for the Cities. If you pay by check, there’s a $25 processing fee.

3.14. Disputes & Collections

If you dispute a charge, contact us at [email protected]. Don’t file a chargeback—we reserve the right to dispute chargebacks and suspend your account.

Section 4: Project Changes and Delivery

4.1. Change Requests

If you want to change something in your project (scope, timeline, features, cost), we’ll document it in a PCR. Both of us must sign it before the change takes effect.

4.2. Discovery & Planning

We may need to run a discovery session (FRD or D.A.R.T.T.) to assess changes before finalizing them in a PCR.

4.3. Good Communication is Key

Both your team and ours need to respond in a timely, professional way. Delays in getting us needed info (like business rules or user roles) can push deadlines back.

4.4. Testing

We’ll test the work on our end, then hand it over for your review. You may get access to a staging or sandbox environment to test it yourself before launch.

4.5. Acceptance Documents

Each phase of work requires your written approval to move forward. If you skip recommended testing and issues arise later, that’s on you.

4.6. Team Stability

If people on either side leave mid-project, we may need to adjust the timeline and budget.

4.7. Travel Costs

Travel and lodging are not included in project estimates and will be billed separately if needed.

4.8. Custom Work

If you want something customized—like user roles, workflows, or security settings—it needs to be documented in a SOW or PCR and may incur extra costs.

4.9. New Needs That Come Up Mid-Project

Sometimes important requirements pop up that weren’t known earlier by either Party. These are emerging requirements, and they’re normal. We’ll do our best to communicate clearly and adjust timelines or costs fairly.

4.10. Discoveries During Development

If we uncover something critical while coding, testing, or going live, both sides may need to invest more time in planning. We’ll document that in a PCR.

4.11. All Plans Based on Info You Gave Us

We create plans based on what you’ve shared with us. If something important changes or was missed by you, we’ll need to adjust scope, time, and price.

Section 5: Warranties, Liabilities & Disclaimers

5.1. What You Promise as the Client

5.1.1. You Own What You Send Us

You promise that everything you give us (text, images, logos, etc.) is either owned by you or you have permission to use it. You allow us to use this content as needed to provide the services you’ve requested.

5.1.2. You’re Responsible for Your Data

It’s your job to make sure any data you send us complies with privacy and data laws. If specific regulations apply (like HIPAA or GDPR), let us know ahead of time so we can address them properly. If you don’t, we can’t be held responsible.

5.1.3. You’re Legally Allowed to Work with Us

You confirm that:

You have the authority to sign this agreement.
You’ll follow all laws and regulations while using our services.

5.1.4. Legal Compliance Is on You

If your project requires extra legal permissions or involves monitoring or collecting user data, it's your responsibility to make sure that’s allowed under the law.

5.1.5 – 5.1.12. About Compliance (ADA, GDPR, CCPA, HIPAA, DoD, PCI, etc.)

We offer Level I and Level II compliance services:

Level I means we give you tools to help with compliance, or we use those tools on your behalf. You will be Compliant upon launch for things you identified as important for your compliance. We cannot guarantee ongoing compliance if you or your users make changes or don’t follow the standards.
Level II offers deeper consulting, setup, and ongoing guidance for compliance (ADA, HIPAA, GDPR, CCPA, PCI DSS, DoD, and more). This service costs extra.

If your users skip steps or change settings, compliance may be lost. That’s your responsibility.

5.1.13. Security Roles & Permissions

You’re responsible for setting user roles and access permissions. We can help, but unless you tell us your requirements, the system will use default settings. We’re not liable for gaps unless we misconfigure something based on your written instructions.

5.2. What Convene for the Cities Promises to You

5.2.1. Our Commitments

We promise that:

We have the legal right to provide these services.
Our software will work as described in the documentation.
We won’t remove features or reduce functionality unless it’s necessary due to a major security issue.
Our professional services will be delivered skillfully and professionally.

5.2.2. If Something Goes Wrong (Your Remedies)

If a service doesn’t work the way it is designed, we’ll either:

Fix the issue, or
Redo the work at no cost to you.

If we can’t fix it, we’ll refund a portion of your payment for that specific subscription or service (not the entire contract).

5.2.3. General Disclaimer

Aside from what we specifically promise above, we don’t offer any other guarantees—including warranties about:

Merchantability (general usefulness)
Fitness for a particular purpose
Being error-free
Meeting every specific result you may have in mind

5.3. About Software & Third-Party Tools

5.3.1. Software Functionality

Our software is built to perform as described for at least 30 days after launch. After that, updates, third-party tools, or external factors may impact functionality.

5.3.2. COTS & Third-Party Software

We use a mix of proprietary, open-source, and third-party tools to deliver your services. If a third-party tool malfunctions or creates issues, we’ll try to fix it, but we’re not responsible for how third-party tools behave outside our control.

5.3.3. Third-Party Licenses

We’ve secured the proper licenses for the third-party tools we provide. You don’t need to buy these licenses separately unless you’re using other tools not provided by Convene for the Cities.

5.3.4. What’s Not Covered by Warranty

We don’t guarantee:

That software will never have errors.
That third-party tools or systems will always work.
That changes made by third parties or cyberattacks won’t affect performance.

5.3.5. Third-Party Services

You’re responsible for managing your relationships with any approved third-party providers you choose to use. If one of them causes issues, we’re not responsible for the consequences.

5.3.6. More Legal Fine Print (Warranty Disclaimers)

Everything not covered above is provided “as-is.” This includes software, integrations, and third-party services. Some states don’t allow these disclaimers, so in those cases, your rights may vary. Some things may be covered via optional, special care subscriptions.

5.3.7. Our Maximum Liability

If something goes wrong, our total liability is limited to the subscription fees you’ve paid since the time the issue occurred. This doesn’t include any one-time services like consulting or programming.

5.3.8. No Responsibility for Lost Revenue or Data

We are not liable for:

Lost profits or revenue
Business interruption
Lost data or goodwill
Any indirect, incidental, or consequential damages—even if we were warned

You’re responsible for testing and reviewing your content. We’re not liable for any errors you’ve introduced.

Section 6: What Both Sides Agree to Do (Covenants)

These are things you (the Client) and Convene for the Cities agree to do to ensure a successful working relationship.

6.1. You’ll Be Available

You agree to make yourself—and your team—available to participate in planning, reviews, approvals, and key meetings. Projects move best when everyone is actively involved and responsive.

6.2. Remote Work Access

If we’re working remotely and need access to your systems due to system integrations or data farming:

You’ll make sure the servers and workstations have reliable internet access.
You may need someone on your team to log into machines or grant us access with the right permissions.
If remote access isn’t possible, it could delay the project and increase your cost.

6.3. Security Access

You agree to give us secure access to your systems and tools if and/or as needed to complete the work we’ve agreed on in each SOW or PCR.

6.4. Following the Law

Convene for the Cities will comply with all applicable laws related to the services we provide. However, it’s your responsibility to ensure that your industry-specific regulations (like health, finance, education or child laws) are being followed.

6.5. Support Requests

When your users need technical support:

You’ll gather the necessary information first (like error details or screenshots) and send us a full report.
If needed, you’ll help us connect directly with the user having the issue.
Convene for the Cities will respond 24/7 to support inquiries that are submitted properly (in English, through phone or email, following the agreed process).

6.6. Respect Our Vendor Network

You agree not to:

Work directly with Convene for the Cities' partners, contractors, or vendors without permission.
Hire or do business with them for 24 months after this agreement ends.

This protects the relationships and investments we’ve built with our trusted providers.

6.7. How We May Use Your Content (Marketing Use)

You give us permission to:

Highlight the work we’ve done for you in marketing materials, case studies, or presentations.
Use your content (logo, visuals, testimonials, success stories) for promotional purposes.

You also agree to:

Approve a press release after we sign this agreement, explaining how we’re working together.
Approve a case study after the project wraps up, showing real and projected results and outcomes.
Be available as a positive reference for other businesses, or even potential investors, who want to learn how Convene for the Cities helped you.
Demo your use of Convene for the Cities' platform and how it addresses your business needs.

Section 7: Software Ownership, Licensing & Copyright

This section explains who owns what—especially when it comes to software, design, content, and creative work.

7.1. Ownership of Software and Design

Unless we specifically say otherwise in a signed SOW:

All software, code, and designs that Convene for the Cities creates for your project are owned by Convene for the Cities.
You’re licensing the right to use them—not buying them.
You agree not to copy, resell, or claim ownership of our software or design work.

7.2. What You Can Do With the Services

You agree to:

Use the services legally and responsibly.
Make sure your team doesn’t share access or misuse the platform.
Notify us if any person and/or Convene for the Cities competitor tries to gain unauthorized access.

7.3. Our Branding on Software

Our systems and websites may include a small, discreet line like “Powered and Designed by Convene for the Cities” in the footer or similar location. It may link to a landing page promoting our services.

We include this just like car companies put their logo on a vehicle. If you want to remove it, a monthly or annual branding removal fee may apply.

7.4. Who Owns What in Design Work

All design work created by Convene for the Cities is legally considered a “work made for hire.” That means:

Convene for the Cities owns the copyright unless we’ve signed a separate agreement transferring our copyrights to you.
You don’t own the layout, styling, color schemes, spacing, tables, image placement, etc.
You do own your raw content (like your logo, photos, and written content).

7.4.1 – 7.4.4. Design Input ≠ Ownership

Even if your ideas, inspiration, ideation or content were used in the design, that doesn’t make you the owner of the design itself.

You can’t recreate our layout or branding style somewhere else using your content unless we’ve sold you the design copyrights.

7.5. What’s Covered by Convene for the Cities' Copyright

Unless stated otherwise in an SOW:

All web design, code, layout, branding, print materials, digital assets, UI/UX, and multimedia are protected under Convene for the Cities' copyright.
You can use the final assembled version for your organization as agreed upon in an SOW and/or PCR.
You can’t resell, replicate, or modify our source code or creative design without permission.

7.6. Your Content is Yours

Any content or data you enter (like text, photos, forms, records, etc.) is yours.
But the design and layout that displays your content is ours.

Even if you try to transfer your content to a different platform, it won’t look or work the same without our system and design.

7.7. Software Updates

You're entitled to:

Security patches, bug fixes, and minor updates during your subscription term at no extra cost (other than the labor to install them).
Major upgrades may include new pricing or features. We’ll give you notice and options when those occur.

Emergency security patches may be applied without your approval to protect your system, and we’ll bill you afterward for the time. Bad actors and/or nation states are your and our enemy. Enemies attack. We create tools to fight off enemy attacks, but occasionally enemies create new means of attacking we cannot foresee.

Summary:
You own your content, but Convene for the Cities owns the design and software unless we agree otherwise. You’re licensing the use of our tools—not buying them outright.

Section 8: Export Rules & Global Compliance

This section is about following U.S. export laws when using Convene for the Cities' services.

What You’re Agreeing To:

You’re responsible for following any laws that apply when using our services—especially if you’re accessing them outside the United States.
You agree not to use, send, or transfer Convene for the Cities' software or services to any countries or individuals restricted by U.S. law.
Specifically, you won’t:
- Send services or data to countries under U.S. or U.N. embargo.
- Allow access to anyone on U.S. government watch lists (like the Treasury’s list of Specially Designated Nationals or the Commerce Department’s Entity List).
- Use Convene for the Cities for building, testing, or storing anything related to nuclear, chemical, or biological weapons.

If You Handle International Data or Defense-related Content:

You agree not to upload or transfer any restricted government data—such as ITAR (International Traffic in Arms Regulations) data—without our prior approval.
If export licenses or legal clearances are needed for your type of business, you’re responsible for obtaining them.

Section 9: Who’s Responsible If Something Goes Wrong (Indemnification)

This section is about protecting each other from legal trouble if a third party makes a claim.

9.1. What You Agree to Cover (Indemnification by the Client)

You agree to protect Convene for the Cities (and our team, subcontractors, and partners) if we get sued or face losses because of something related to your use of our services.

That includes situations like:

9.1.1. Breaking This Agreement

If you don’t follow the terms here, and it causes a problem.

9.1.2. Complaints from Your Vendors or Customers

If someone complains about a product or service you offered that was built with Convene for the Cities' help.

9.1.3. Problems With Content You Provided

If the text, images, or designs you gave us infringe on someone else's copyright or trademark.

9.1.4. Misuse of User Accounts

If someone using your system causes issues (like improper roles, permissions, or access).

9.1.5. Non-Compliant Website

If your website or content doesn’t meet legal or accessibility standards.

9.1.6. Domain Name or IP Disputes

If someone claims your domain name or content violates their intellectual property.

9.1.7. Unauthorized Software Use

If someone on your team uses Convene for the Cities, third-party, or Microsoft software improperly or illegally.

9.1.8. Any Other Misuse or Negligence by You or Your Users

9.1.9. If Someone Sues Convene for the Cities Because of Your Data or Apps

If a third party claims that your data or content broke a law or violated their rights, you’ll cover the legal costs, as long as:

We tell you about the claim quickly.
You take over the legal defense.
We help you (at your expense).

9.2. What We Agree to Cover (Indemnification by Convene for the Cities)

Convene for the Cities agrees to protect you (and your team) if we cause a problem by:

9.2.1. Breaching This Agreement

If we break a term in this agreement and it causes legal or financial harm.

9.2.2. Our Own Misconduct

If one of our employees or contractors does something wrong that results in a legal claim.

9.2.3. Someone Claims Our Software Infringes Their IP

If a third party sues you, saying our services or software violate their intellectual property rights, we’ll:

Defend you.
Cover the costs of legal fees, settlements, or damages—if you:
- Tell us about the claim right away.
- Let us lead the legal defense.
- Help us if needed.

If we think our service is the problem, we may:

Fix the issue,
Get you a license to continue using the service,
Or cancel the subscription and refund any unused balance.

But we won’t cover claims if:

The issue was caused by your data or how you used the service.
You kept using the service after we told you to stop.
You combined our service with other tools in a way that caused the issue.
You broke the terms of this agreement.

9.3. This Is the Exclusive Remedy

This section explains how we handle legal disputes involving third-party claims. It’s the only way either party can recover legal costs related to this kind of issue.

Section 10: Confidentiality & Speaking Respectfully

This section is about keeping sensitive info private and showing mutual respect—even if things don’t go perfectly.

10.1. Confidentiality: Keep It Private

You agree to keep private anything confidential that you learn about Convene for the Cities — including:

10.1.1. The Existence or Terms of This Agreement

You won’t share contract terms or details with other Convene for the Cities clients, prospective Clients, Convene for the Cities' Competitors, the media, or the public—unless we say it’s okay in writing.

10.1.2. Any Confidential Information

You won’t share sensitive info about our software, business processes, or internal operations with anyone unless we’ve approved it in writing.

10.1.3. Don’t Use Our Info for Yourself

You won’t use anything confidential we share with you to benefit yourself, your company, or anyone else outside this agreement.

10.1.4. No Reproducing or Sharing Without Permission

You agree not to copy, share, or distribute any confidential materials unless we’ve signed off on it in writing.

10.2. Non-Disparagement: Speak Well or Stay Silent

Whether this agreement is active or has ended, both sides agree not to bad-mouth each other.

That means:

No negative reviews, comments, or social media posts.
No talking negatively to other businesses, clients, or investors.
No actions intended to harm the reputation of either party.

Summary:
We’ll keep your information private. You’ll keep ours private. And even if things get rocky, we agree to stay respectful and avoid public criticism.

Section 11: No Poaching (Non-Solicitation Agreement)

This section protects both parties from losing key people or clients due to unfair recruiting during or shortly after the relationship.

11.1. Don’t Hire Our People

You agree not to:

Try to hire or recruit any of Convene for the Cities' employees or sales reps—either directly or indirectly—while we’re working together and for 2 years after our agreement ends.
Encourage them to leave or quit.
Help someone else hire them on your behalf.

This protects the time and training we’ve invested in our team.

11.2. Don’t Take Our Clients

You also agree not to:

Try to solicit or take away any of Convene for the Cities' clients, during the agreement or for 2 years afterward.
Even if they contact you first, you agree to decline the opportunity and notify us.
Avoid working with any of our clients for that period, even if they request your services.

This ensures mutual respect and prevents competition through back channels.

Summary:
Please don’t recruit our team or work with our clients behind our back during or up to two years after we finish working together.

Section 12: Term, Termination & Renewals

This section explains how long the agreement lasts, how it renews, and how either party can end it.

12.1. How Long the Agreement Lasts (Term)

This agreement begins when the first signed SOW or PCR is executed and continues as long as you're actively using Convene for the Cities' services—unless it’s ended early as described below.

12.2. Automatic Renewals

Unless stated otherwise in your Order, SOW, or PCR, subscriptions automatically renew for the same length as the original term.
If your initial term was 3 years, renewals will also be for 3 years.
If you don’t want to renew, you must tell us at least 60 days before the current term ends.

12.2.1. Price Adjustments at Renewal

Our subscription pricing includes a modest 3% annual adjustment, unless significant changes are made to the structure or contents of your package.
If major service packages change, we’ll “right-size” your new subscription to match the value of what you had.
Names of packages may change. We’ll explain any new features, upgrades, or differences before renewal.

12.3. You Can Cancel—But You Still Have to Pay

You can choose to terminate this agreement without cause, but:

You must still pay the full amount due for all subscriptions, SOWs, and PCRs—just like finishing a car lease.
You also must pay for any services, work, or support completed up to the termination date.
There are no refunds for unused months or partially delivered work.

12.4. Canceling for Cause

Either party can cancel the agreement for a serious reason (a “material breach”), but:

You must give 90 days’ written notice of what the problem is.
If the other party fixes it within that time, the agreement continues.
If not fixed in time, the contract can be ended for cause.

12.5. If You Default (Don’t Perform)

If you break the agreement or stop performing your part:

Convene for the Cities will keep any payments or deposits you’ve made.
We may seek additional compensation for:
- Attorney or collections fees
- Liquidated or compensatory damages
- Loss of special pricing or discounts
- Loss of grant funding or subsidies (like Beracha Fund support)

12.6. Your Data After Termination

We’ll transfer your content and data to you once:

You’ve fully paid all outstanding invoices (including subscriptions, services, and any custom work), and
You’ve met all requirements laid out in this agreement.

12.6.1. About the Exported Data:

We’ll send it in a standard format, depending on the data type.
If you request a custom format, we’ll try—but if it’s not practical, we’ll offer an alternative.
Any request for exports may come with a time and materials (T&M) charge.
We won’t export our software, source code, or system settings. Only your content and data will be shared.

Summary:
This agreement renews automatically unless canceled. If you cancel early, full payment is still required. You can terminate for breach (with notice). We’ll give you your data once everything is paid in full.

Section 13: General Provisions

This section ties everything together and outlines how the agreement is interpreted, enforced, and managed behind the scenes.

13.1. Governing Law

This agreement is governed by the laws of Ohio, without regard to any state or international law that would apply a different jurisdiction.

If a legal matter arises, you agree—without objection—to resolve it exclusively in the state or federal courts located in Cincinnati, Ohio.

13.2. Legal Venue

If a third party tries to involve Convene for the Cities in a legal matter, any subpoenas or legal notices must come through the courts in Cincinnati, Ohio.

If someone files a claim or lawsuit in a different location, and you don’t move it to Ohio after we ask, we may seek attorney fees and costs.

13.3. Dispute Resolution (Try to Work It Out First)

Before going to court or mediation, you agree to:

Email a detailed description of the problem to: [email protected]
Give us a chance to resolve it informally.

If we can’t solve it within 90 days, we’ll go to third-party mediation in the Cincinnati area. You’ll cover the mediator’s cost and our legal fees for representation during mediation.

13.4. Legal Notices

All serious legal communications (like termination notices) must be:

Sent by personal delivery, certified mail, or overnight carrier.
Mailed to the addresses listed in your latest SOW or PCR.
Sent with a copy to Convene for the Cities' legal department: [email protected]

Billing questions or notices can be sent to your billing contact.

13.5. No Bribes or Shady Deals

Neither side has received, offered, or accepted any illegal payments, bribes, or gifts in connection with this agreement.

If something like this ever happens, both parties agree to report it and take action.

13.6. No Waiver by Silence

If either side doesn’t enforce part of this agreement right away, that doesn’t mean they’ve waived their rights to do so later.

13.7. Some Terms Survive Termination

Even if this agreement ends, some key terms (like confidentiality, intellectual property, liability limits, and legal jurisdiction) still apply.

13.8. Service Analytics

Convene for the Cities may collect anonymous usage data to:

Improve system performance
Analyze trends
Scrubbed demographics
Develop better products

This data does not include your personal or client-specific information.

13.9. We’re Independent

You and Convene for the Cities are independent contractors. This agreement does not create a partnership, joint venture, or employment relationship.

13.10. No Jury Trials

If we end up in court, both sides waive their right to a jury trial.

13.11. U.S. Federal Clients (If Applicable)

If you’re part of the U.S. government or using government funds, our software and services are considered “commercial items.” Government use is limited to the rights laid out in this agreement.

13.12. What Happens If Something Goes Wrong

13.12.1. Limited Remedies

If something’s not right with the service or work we delivered, your only remedy is for us to:

Fix the problem, or
Refund part of the payment for that portion of work—if you notify us within 30 days.

13.12.2. Performance Warranty

Our software works as promised under normal use. If something fails due to negligence or mistake, we’ll either:

Fix it, or
Refund your subscription fee for the time it didn’t work.

13.12.3. Source Code

If you’ve been given source code access, it comes as-is, with no warranties.

13.13. Assignments & Delegation

13.13.1. Convene for the Cities Can Assign

We may transfer this agreement to a parent company, affiliate, or successor. We’ll notify you within 60 days.

13.13.2. Assignment to Convene for the Cities

If a different company assigned you to us, we may ask you to sign a direct agreement with Convene for the Cities. If you don’t, the original agreement still applies until it ends.

13.13.3. You Can’t Assign Without Permission

You can’t transfer this agreement to someone else without written approval from Convene for the Cities.

13.13.4. No Delegation Without Approval

Neither side may hand off their responsibilities without mutual agreement.

13.13.5. Unauthorized Transfers Are Void

If you try to transfer rights or responsibilities without approval, it won’t be valid.

13.14. Severability

If any part of this agreement is ruled invalid or illegal, the rest of it still stands. We’ll adjust only the problematic part to make it legal and fair.

13.15. This Is the Master Agreement

This document is the master agreement between you and Convene for the Cities. Any Orders, SOWs, or PCRs you sign afterward will be governed by it.

If there’s a conflict between this document and something in an SOW or PCR, the SOW or PCR will control for that project.

Any outside documents (like POs or payment system terms) do not apply unless we agree in writing.

13.16. Changes to This Agreement

Only written changes signed by both you and Convene for the Cities will modify this agreement.

We may update the master agreement terms to stay compliant with laws or simplify operations. You’re responsible for checking updated terms. Continued use of our services means you accept any updates.

13.17. Digital Signatures & Copies

We accept digital signatures. Each signed copy (physical or electronic) counts as an original.

13.18. Headings Don’t Count Legally

Section titles are just there to help you navigate. They don’t affect legal interpretation.

13.19. Force Majeure (Things Out of Our Control)

We’re not responsible for delays or failures caused by things like:

Natural disasters
War or civil unrest
Labor strikes
Equipment shortages
Acts of government
Emergency business disruptions
Your failure to provide access or information

If something major happens, we may need more time or may cancel the agreement without penalty.

Section 14: Attachments

The attachments below (Appendices) constitute an integral part of this Agreement critical to the validity thereof:

14.1. Appendix 1 – Acceptable Use Policy

14.2. Appendix 2 – Convene for the Cities Security Policy

14.3. Appendix 3 – Privacy Policy

14.4. Appendix 4 – eCommerce Policy

14.5. Appendix 5 – Dispute Policy

14.6. Appendix 6 – Convene for the Cities Payment & Collections Policy

14.7. Appendix 7 – Convene for the Cities Cookie Policy

14.8. Appendix 8 – Travel & Living Expense (T&L) Policy

14.9. Appendix 9 – Beracha Fund Grants Policy

14.10. Appendix 10 – Qualified Partner Service Providers (QPSPs) Policy

14.11. Appendix 11 – Qualified Convene for the cities Sponsors (QCSs) Policy