Terms and Conditions

Last Updated: February 25, 2025

Your use of Speak4’s digital advocacy services (“Services”) is subject to these Terms & Conditions, Privacy Policy, and Terms of Use (collectively, the “Agreement”).  By accessing the Services and/or clicking “ACCEPT,” you are hereby agreeing to accept, and are entering into, this Agreement on behalf of yourself individually and your organization (collectively, “Customer,” “you,” or “yours”) and together with Speak4 (the “Parties”). We reserve the right to modify this Agreement at any time. By continuing to use the Services, or any portion thereof, after we post any such changes, you accept the Agreement, as modified.  THIS AGREEMENT CONSTITUTES A LEGAL CONTRACT BETWEEN CUSTOMER AND SPEAK4, AND BY ACCEPTING THIS AGREEMENT, CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT.  IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR DOES NOT HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE ON BEHALF OF THE CUSTOMER TO BE BOUND TO THE TERMS OF THIS AGREEMENT, CUSTOMER SHALL NOT HAVE THE RIGHT TO USE THE SERVICES AND CUSTOMER MUST NOT USE THE SERVICES.

Grant of License.

Subject to and conditioned on Customer’s payment of Fees and compliance with all terms and conditions of this Agreement, Speak4 hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term, solely for use by Customer in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use.   Customer grants to Speak4 a limited, non-exclusive license to the User Data (defined below) for the purpose of providing the Services pursuant to Agreement.

Term and Termination. 

a.         The initial term will commence when Customer signs up for the Services and will continue for one (1) year thereafter (“Initial Term”).  Unless explicitly stated otherwise, following the expiry of the Initial Term, the Services will automatically renew for successive one (1) year increments (“Renewal Term”) unless you provide thirty (30) day notice of non-renewal. The Renewal Term and Initial Term collectively are the “Term.” 

b.         Speak4 accepts the unaltered terms of this Agreement by supplying the Agreement to you. Speak4 may suspend and/or terminate your access at any time upon notice to you if Speak4 determines that you have breached the terms of this Agreement. Speak4 reserves the right to suspend and/or terminate your access to the Services or this Agreement for any or no reason, without notice, at any time, and without any liability to you. Notwithstanding the immediately foregoing sentence, if Speak4 terminates this Agreement for convenience and you have paid in advance for the license/access to the Services, Speak4 shall refund a pro rata refund of the fees previously paid, which will be calculated based on the unexpired license and access term.  In the event of any termination hereunder, all licenses and other rights granted to you will immediately terminate or otherwise cease and you shall cease using the Services, permanently delete or destroy all portions of the Services within your possession, custody or control, and, upon written request from Speak4, certify, in writing, your compliance with this provision.  In the event of any suspension hereunder, you shall immediately cease using any the Services until notified by Speak4 that such suspension has been lifted. Upon expiration or termination of the license, Customer agrees to (a) return to Speak4 all copies of Speak4 IP (defined below), and (b) delete from all computer systems all copies of such Speak4 IP.   

c.         Speak4 may also terminate the license immediately if Speak4 determines that (a) there is a threat or attack on any of the Speak4 IP; (b) Customer’s use of the Speak4 IP disrupts or poses a security risk to the Speak4 IP or to any other customer or vendor of Speak4; (c) Customer is using the Speak4 IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) Speak4’s provision of the Services to Customer is prohibited by applicable law.

d.         If Customer cancels the Services prior to the expiration of the Term, then Customer must immediately pay the remaining fees under the unexpired Term within ten (10) days of cancellation.

Fees and Payment.

a.         Customer shall pay Speak4 the following fees (“Fees”) provided in the table below, without offset or deduction, to have access to the Services. Customer shall make all payments hereunder in US dollars. Other than as set forth herein, all Fees shall be non-refundable. 

b.         Invoices are due upon receipt. In the event Speak4 is unable to collect the fees owed to Speak4 for the Services, Speak4 may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by Speak4 in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that Speak4 may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due, or may immediately cease your access to the Services.  

c.         Fees are subject to adjustment at any time for new Customers at Speak4’s sole discretion. Adjusted Fees are effective for current Customers at the commencement of the following Renewal Term and Speak4 shall provide sixty (60) day notice of adjusted Fees before the commencement of the following Renewal Term. If Customer fails to object to such Fee adjustment in writing prior to the commencement of the following Renewal Term in accordance with Section 2 above, then Customer will be deemed to have agreed to the Fee adjustment.  

Ownership of Services.

Terms of Use.

Confidentiality.

a.         Acknowledgment of Trade Secrets.  Customer acknowledges that the Services contains valuable trade secrets and confidential information owned by Speak4, including but not limited to the development status of the Services, the functionality of the Services, the appearance, content, flow, look and feel of the Services screens, the method and pattern of user interaction with the Services, and the content of the Services documentation.

b.         Confidential Information.  Any and all information pertaining to Speak4’s business, including but not limited to, all information, data, concepts, drawings, documents, proposals, specifications and works, Services, as well as samples, specimens, copyright, patent and/or trademark applications or registrations, trade secrets, know-how, and all proprietary information relating to development, testing, creating and/or commercializing products or Services of Speak4, is considered confidential and proprietary to Speak4 (the “Confidential Information”).  Confidential Information as used herein shall also include any and all information discussed between Speak4 and Customer.  Customer hereby agrees not to use or disclose to others, either directly or through any third party, Confidential Information, regardless of the manner in which the Confidential Information was communicated to or received by Customer, whether oral, written, digital or otherwise, and regardless of whether the Confidential Information was marked as confidential or proprietary.

Any and all Confidential Information disclosed by Speak4 to Customer is proprietary to, the exclusive property of and owned in full by Speak4.  Customer hereby agrees not to use, either directly or through any third party, said information in any manner.  Customer shall not attempt to reverse engineer, decompile, disassemble or in any way attempt to duplicate, either directly or through a third party, the Confidential Information.  Customer shall not design, create or otherwise replicate, or cause to be designed, created or otherwise replicated, either directly or through any third party, commercial products or Services substantially similar to the products or Services of Speak4, or the products or Services under development by Speak4 or any way relates to Confidential Information.

c.         Restrictions.  Customer agrees that Customer and its employees shall not, directly or indirectly, (i) sell, lease, assign, sublicense or otherwise transfer, (ii) duplicate, reproduce or copy (except to make one backup copy), (iii) disclose, divulge or otherwise make available to any third party, (iv) use except as authorized by this Agreement, or (v) decompile, disassemble or otherwise analyze for reverse engineering purposes, the Services, including all trade secrets and Confidential Information therein.  Customer shall take all reasonable precautions to prevent inadvertent disclosure of the Services, including all trade secrets and confidential information therein.

d.         No Disclosure to Third Parties.  Without in any way limiting Subsections 6.b and 6.c, Customer specifically acknowledges and agrees that it shall not permit any third party, nor any employee, representative or agent thereof, that develops, markets or licenses computer programs with functionality similar to the functionality of the Services to have access to the Services or to any trade secrets and Confidential Information therein. 

Dispute Resolution.

a.         By using the Services, you and Speak4 agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Services or the breach, enforcement, interpretation, or validity of this Agreement or any part of them, except for disputes that qualify for small claims court or those related to either party’s intellectual property (“Dispute”), both Parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:

Choice of Law and Choice of Forum.

a.         This Agreement has been made in and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the state of Virginia, without giving effect to any conflict of laws principles. Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in Virginia and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

b.         You and Speak4 acknowledge that this Agreement evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

Speak4’s Representations and Warranties.

Speak4 represents and warrants to Customer that: (i) it shall use commercially reasonable efforts to ensure that the data provided in connection with the Services will be, upon delivery, as current, accurate, and complete as may be reasonably achieved using the source data, compilation, and data processing methods reasonably employed by Company in the ordinary course of its business; (ii) it shall comply with all applicable laws, and regulations with respect to the provision of the Services hereunder; (iii) it will establish and maintain (and ensure that its sub-processors, if any, establish and maintain) commercially-reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer’s Confidential Information (as defined herein) commensurate with industry standards for the services provided hereunder. Those safeguards will include, without limitation, measures for preventing unauthorized access to, use, modification of, or disclosure of Confidential Information and notifying Customer within twenty-four (24) hours of any such unauthorized access, use, modification, or disclosure. In such instances of breach of these warranties, Customer shall be entitled to terminate this Agreement, without penalty or further liability to Speak4, and to any remedy available to Customer under the law, including without limitation, any indemnification rights asserted herein; (iv) it will maintain insurance commensurate with the types and amounts of insurance carried by service providers comparable to Speak4 in order to reasonably protect the Parties from liabilities that may arise out of this Agreement and provide evidence of such insurance coverage upon request of Customer and ensure that any sub-processors maintain similar levels of insurance; (v) it will perform annual vulnerability assessment and penetration test or SOC2 testing and provide Customer with a copy of, at the very least, an executive summary report, of such testing and ensure that any sub-processors similarly perform penetration testing and SOC2 testing, which will be made available to Customer upon request; and (vi) it will perform any other obligations expressly identified in any applicable Statement of Work.

No Warranty.

SPEAK4 DISCLAIMS IMPLIED WARRANTIES THAT THE SERVICES AND ALL SOFTWARE, CONTENT AND SERVICES, INFORMATION DISTRIBUTED THROUGH THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SPEAK4 OR A REPRESENTATIVE SHALL CREATE A WARRANTY. WE DO NOT GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SERVICES, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE, OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING. FURTHER, SPEAK4 DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SERVICES. UNDER NO CIRCUMSTANCES WILL SPEAK4 BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE SERVICES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification; Limitation of Liability.

a.         Customer is responsible for the accuracy, completeness, and propriety of the information that it provides to the Company concerning Customer’s products, services, organization, and industry.  Customer is responsible for reviewing all publicity or other materials prepared by the Company under this Agreement and any engagement entered into in connection herewith to confirm that all statements and representations, direct or implied, reflected in the materials prepared by the Company are accurate and supportable by objective data then possessed by Customer, and to confirm the accuracy and legal compliance of the descriptions and depictions of the products and services of Customer and its competitors.  

b.         Customer and Company will each defend, indemnify and hold the other, its affiliates, subsidiaries, and their respective managers, members, directors, officers, and employees (the “Indemnified Parties”), harmless from and against all losses, damages, liabilities, claims, demands, lawsuits, costs and expenses, including reasonable attorney’s fees and expenses, that an Indemnified Party may incur or be liable for as a result of or in connection with any third party claim, demand, suit, or proceeding made or brought against any Indemnified Party based on or arising from (a) any breach by an indemnifying party of its representations or  warranties herein; (b) an indemnifying party’s gross negligence or wilful misconduct; and (iii) an indemnifying party’s violation of any applicable law.

c.         Customer’s obligations under this Section include payment by Customer to the Company for all time charges and expenses (including reasonable attorney’s fees and expenses) incurred by the Company or any Indemnified Party in connection with any subpoena, discovery demand or other directive having the force of law or governmental inquiry served upon the Company or any Indemnified Party that relates to Customer, its business or its industry that arises out of any litigation, proceedings or investigations involving Customer. The Company will notify the Customer of the Company’s receipt of any notice or claim or demand or service of legal process involving any matter which the Customer has agreed to hold the Company harmless; provided, however, the Company shall not be required to disclose any information to Customer if such disclosure would, based on the reasonable advice of counsel, result in a waiver of any attorney-Customer or other legal privilege or contravene any applicable law or binding agreement, including any confidentiality agreement to which the Company or its affiliates or subsidiaries is party.  The terms and conditions of this Section 8 shall survive any termination of this Agreement.

d.         In no event shall either party be liable to the other party for any incidental, indirect, consequential, special, or punitive damages, or lost profits, goodwill, savings, or use, of any kind or nature arising out of, or relating to the performance, breach, or termination of  this Agreement or any Services, whether such damage or loss is foreseeable or not, whether that party has been advised of the possibility thereof or not, and whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise.  In no event shall Company’s aggregate liability for any claim arising out of any Services provided under this Agreement exceed the fees paid for the particular Services out of which such claim for liability arose.

Force Majeure.

Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (other than monetary obligations) as a result of any cause or condition beyond such party’s reasonable control including, but limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunication failures, fires, floods, acts of terror, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of governments, acts of terrorism, or war. To the extent the Force Majeure event lasts longer than 30 days, resulting in a disruption of Services provided by Speak4 hereunder, Customer may immediately terminate this Agreement without further liability to Speak4 including, without limitation, any liability for payment for the period of the Force Majeure Event.

General.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE ON BEHALF OF YOURSELF AND THE CUSTOMER TO BE BOUND BY ITS TERMS.



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