Civalta Terms of Service

These Terms of Service (“Terms”) govern access to and use of civalta.com and the associated platform (the “Platform”) operated by Civalta, Inc., a Delaware corporation (“Civalta,” “we,” “us,” or “our”). The Platform connects businesses and organizations seeking public affairs and government relations representation (“Clients”) with lobbyists and lobbying firms (“Lobbyists”). Clients and Lobbyists are each referred to as a “User” and collectively as “Users.”

BY CREATING AN ACCOUNT, CLICKING “I AGREE,” OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND BY OUR PRIVACY POLICY. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION.

1. The Platform

Civalta operates an online marketplace and workspace that allows Clients to identify, evaluate, and engage Lobbyists, including through direct outreach and through “Opportunities” (as defined below), and that provides tools for managing the resulting engagements, including messaging, contracting, electronic signature, invoicing, and document management. Civalta is a technology platform. Civalta is not a lobbying firm, does not provide lobbying or government affairs services, and is not a party to the underlying engagement between a Client and a Lobbyist except as expressly set out in these Terms.

"Opportunity" means any request, posting, scope of work, or invitation created by a Client on the Platform to solicit interest or proposals from one or more Lobbyists for public affairs, government relations, lobbying, or related representation — including, without limitation, a request for proposal (commonly known as an RFP), whether posted publicly, posted on a private or invite-only basis, or directed to one or more specifically invited Lobbyists — together with any proposal, bid, or response submitted by a Lobbyist in connection with it.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Platform. If you use the Platform on behalf of an organization (an “Organization”), you represent that you are authorized to act on that Organization’s behalf and to bind it to these Terms.

3. Accounts and Sign-In

3.1 Registration

You may create an account using your Google or Microsoft credentials, or another method we make available. You agree to provide accurate, current, and complete information and to keep it updated.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at [email protected] of any unauthorized use.

4. Organizations

4.1 Creation and Administration

Users may create an Organization to represent a company, firm, or other entity on the Platform and may invite team members to join it. The Organization’s administrator(s) are responsible for managing membership and permissions.

4.2 Organization Deletion

As of the date of these Terms, an Organization cannot be deleted through Platform self-service tools. To request deletion of an Organization, an authorized administrator must contact [email protected]. Civalta may take reasonable steps to verify the requester’s authority before processing the request and may retain certain records as described in our Privacy Policy and Section 18 below.

5. Lobbyist Registration Verification

For Lobbyists, Civalta reviews the registration identifiers you provide against publicly available records maintained by the relevant jurisdiction’s Secretary of State (or equivalent authority) in order to display a verification indicator on your profile. This verification reflects a point-in-time check of publicly available information only. Civalta does not guarantee the continued accuracy of any verification indicator, and each Lobbyist remains solely responsible for complying with all applicable lobbying registration, disclosure, and reporting requirements.

6. Opportunities, Proposals, and Engagements

Clients may post Opportunities (publicly or on a private, invite-only basis). Lobbyists may submit proposals in response to Opportunities or in response to direct outreach. Any resulting engagement, contract, or scope of work (an “Engagement”) is an agreement solely between the Client and the Lobbyist. Civalta is not a party to, and assumes no responsibility for, the performance, quality, legality, or outcome of any Engagement, except with respect to the platform fees described in Section 7 and the non-circumvention obligations described in Section 14. For the avoidance of doubt, an “Engagement” includes, without limitation, any relationship between a Client and a Lobbyist that contemplates or otherwise encompasses services or work otherwise to be performed; an engagement may be formed by, without limitation, executing documentation via the Platform or external to the Platform, or by a Lobbyist creating a custom Engagement whether on the Platform or externally.

7. Fees and Payments

7.1 Client Access

Client account creation, browsing, and use of the core Platform is free. Certain features, including posting Opportunities, are provided at no cost.

7.2 Lobbyist Seats

Lobbyist and lobbying firm accounts require a paid seat, currently $100 per month per seat, to appear in the marketplace and to bid on Opportunities. Seat fees are billed on a recurring basis and are described in more detail at checkout. Seat fees added during a billing cycle are prorated accordingly. A Lobbyist account is required to make proposals, appear on the Platform exclusively as a Lobbyist, integrate a mailbox with Civalta, and create tickets.

7.3 Platform Fee

A platform fee of 2.5% (the “Platform Fee”) may apply to Engagements formed as a result of an introduction, contact, Opportunity, or other opportunity made available through the Platform. The Platform Fee is added to the applicable Lobbyist’s invoices to the Client and is collected through the Platform’s payment processing flow described below. The Platform Fee is separate from, and in addition to, any Lobbyist fees. Currently, a Platform Fee will automatically apply to any Engagement created by an Opportunity being accepted by a Lobbyist on the Platform, and the uses Civalta’s invoicing system; however, Civalta retains the right to apply the Platform Fee as described in these Terms of Service and without updating these Terms of Service.

7.4 Payment Processing

Payments are processed through Stripe. For Engagements, the Lobbyist is the merchant of record with respect to amounts charged to the Client for lobbying and public affairs services; Civalta is not the seller of those services. Civalta acts as a facilitator of the transaction and collects the Platform Fee through the same payment flow. Use of Stripe’s payment services is subject to Stripe’s own terms.

7.5 Taxes

Each User is responsible for determining and remitting any taxes applicable to amounts it receives or pays in connection with an Engagement. Lobbyists may, to the extent made available by Stripe, obtain tax forms related to invoices directly from Stripe.

8. Third-Party Services

The Platform integrates with, and relies on, third-party service providers, including for authentication (Google, Microsoft), email and communications (Nylas for third party communication and Google or Microsoft for Lobbyist email integration), electronic signature and document storage (Dropbox), payment processing (Stripe), customer support (Help Scout), observability and diagnostics (Datadog), transactional email delivery (Postmark), and public blog content (Sanity). Your use of features involving these providers may also be subject to their respective terms of service and privacy policies. Civalta is not responsible for the acts, omissions, availability, or security practices of these third-party providers, except as required by applicable law.

9. Electronic Signature and Document Storage

The Platform uses Dropbox to provide electronic signature functionality for engagement documents and related contracts, and signed documents (and documents sent for signature) are stored by Dropbox on Civalta’s behalf. You agree that your electronic signature on any document executed through the Platform is legally binding and enforceable to the same extent as a handwritten signature, and that these Terms and any Engagement documents may be executed electronically in accordance with applicable law, including the U.S. E-SIGN Act and applicable state UETA legislation. All files uploaded to Civalta are stored on Civalta’s cloud storage service provider (including, without limitation, profile pictures, attachments, and contracts).

10. User Content and Conduct

10.1 Content License

You retain ownership of the content you submit to the Platform (“User Content”), including profile information, proposals, and messages. You grant Civalta a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display User Content solely as necessary to operate and provide the Platform.

10.2 Prohibited Conduct

You agree not to:

• Provide false or misleading information, including with respect to Lobbyist registration or qualifications;
• Use the Platform to violate any applicable law, including lobbying registration and disclosure laws;
• Circumvent, or attempt to circumvent, the Platform Fee as described in Section 14;
• Scrape, harvest, or extract data from the Platform other than through features we provide for that purpose;
• Interfere with or disrupt the security or performance of the Platform; or
• Impersonate any person or entity or misrepresent your affiliation with any person or entity.

11. Intellectual Property

The Platform, including its software, design, and content (excluding User Content), is owned by Civalta or its licensors and is protected by intellectual property laws. Subject to these Terms, Civalta grants you a limited, non-exclusive, non-transferable license to access and use the Platform for its intended purpose.

12. Non-Circumvention

12.1 Purpose

Civalta’s business depends on facilitating introductions and opportunities between Clients and Lobbyists through the Platform, and the Platform Fee described in Section 7.3 is Civalta’s principal source of revenue for that service. In consideration of being given access to the Platform, its users, and the introductions and opportunities it makes available, each User agrees to the non-circumvention obligations in this Section 12.

12.2 Definitions

“Introduced Party” means any Client or Lobbyist that a User is introduced to, matched with, contacted by, or otherwise identifies, communicates with, or receives or submits a proposal to or from, in whole or in part through the Platform, whether via an Opportunity, direct search or outreach, messaging, or any other Platform feature.

“Covered Engagement” means any lobbying, government affairs, public affairs, advocacy, consulting, or substantially related engagement, contract, or business relationship, of any kind, between a User and an Introduced Party.

“Restricted Period” means, with respect to a given Introduced Party, the period beginning on the date of the first Platform-facilitated introduction or contact between the User and that Introduced Party and continuing until the later of (a) twenty-four (24) months after that date, or (b) twenty-four (24) months after the last Platform-facilitated contact or the termination of the User’s account, whichever occurs last.

“Platform Fee Equivalent” means, for a given Covered Engagement, an amount equal to 2.5% of the total value of all fees, compensation, and other consideration paid or payable in connection with that Covered Engagement, calculated in the same manner as the Platform Fee would have been calculated had the Covered Engagement been conducted through the Platform.

12.3 Covenant Not to Circumvent

During the Restricted Period applicable to an Introduced Party, a User shall not, directly or indirectly, and shall not assist, cause, or permit any affiliate, employee, or other person or entity acting on the User’s behalf to: (a) enter into, negotiate, or perform a Covered Engagement with that Introduced Party outside of the Platform; or (b) otherwise structure, route, or characterize a Covered Engagement in a manner intended or reasonably likely to avoid, reduce, or delay payment of the Platform Fee that would otherwise be owed.

12.4 Off-Platform Engagements Permitted With Notice and Payment

Nothing in this Section 12 prevents a Client and Lobbyist from ultimately documenting or performing a Covered Engagement using tools outside the Platform, provided that the User notifies Civalta in writing ([email protected]) before doing so and pays Civalta the Platform Fee Equivalent on the same terms, and at the same times, as would have applied had the Covered Engagement been formed and invoiced through the Platform.

12.5 Liquidated Damages

The parties acknowledge that the actual damages resulting from a breach of this Section 12 would be difficult to ascertain with precision. Accordingly, if a User breaches Section 12.3, the User shall pay Civalta, as liquidated damages and not as a penalty, an amount equal to the Platform Fee Equivalent for the applicable Covered Engagement, for so long as that Covered Engagement continues, plus interest at the lesser of 1.5% per month or the maximum rate permitted by law. This remedy is in addition to, and not in lieu of, any other remedy available to Civalta, including injunctive relief under Section 12.7.

12.6 Reasonableness

Each User acknowledges that the scope, duration, and geographic reach of this Section 12 are reasonable and necessary to protect Civalta’s legitimate business interests in light of the nature of the Platform and the manner in which introductions and Engagements are formed.

12.7 Injunctive Relief

Each User acknowledges that a breach of this Section 12 may cause Civalta irreparable harm for which monetary damages alone would be an inadequate remedy, and agrees that Civalta is entitled to seek injunctive or other equitable relief to prevent or curtail any actual or threatened breach, without the necessity of posting a bond, in addition to all other remedies available at law or in equity.

12.8 Attorneys’ Fees

In any action to enforce this Section 12, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party, in addition to any other relief awarded.

12.9 Relationship to Agreement to Not Circumvent

As part of creating an account, Users are separately required to execute a standalone Agreement to Not Circumvent. That agreement is incorporated into, and forms part of, these Terms. In the event of any conflict between this Section 12 and the Agreement to Not Circumvent, the two shall be read together to give Civalta the greatest protection against circumvention permitted by applicable law.

12.10 Survival

This Section 12 survives termination or expiration of these Terms and of a User’s account for the full duration of the applicable Restricted Period.

13. Confidentiality

Each User agrees to use commercially reasonable care to protect the confidentiality of non-public information exchanged with another User or with Civalta through the Platform in connection with an Engagement, and not to use such information for any purpose other than evaluating or performing that Engagement, except as required by law or with the disclosing party’s consent.

14. Disclaimers

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. CIVALTA DOES NOT WARRANT OR GUARANTEE THE QUALIFICATIONS, CONDUCT, OR PERFORMANCE OF ANY CLIENT OR LOBBYIST, OR THE OUTCOME OF ANY ENGAGEMENT OR LOBBYIST REGISTRATION VERIFICATION.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIVALTA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM. CIVALTA’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY THE USER TO CIVALTA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100). THIS SECTION DOES NOT LIMIT A USER’S LIABILITY UNDER SECTION 12 (NON-CIRCUMVENTION).

16. Indemnification

You agree to indemnify, defend, and hold harmless Civalta and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Platform; (b) your Engagements; (c) your violation of these Terms; or (d) your violation of any applicable law or third-party right.

17. Term and Termination

These Terms remain in effect while you maintain an account or otherwise use the Platform. Civalta may suspend or terminate your access to the Platform at any time, with or without cause, including for breach of these Terms. You may close your individual account at any time; as described in Section 4.2, an Organization may currently be deleted only by contacting [email protected]. Sections that by their nature should survive termination — including Sections 7 (as to amounts owed), 10.1, 12 (Non-Circumvention), 13 through 16, and 18 through 21 — will survive.

18. Dispute Resolution

18.1 Mandatory Mediation

Before initiating any lawsuit or other formal proceeding relating to these Terms or the Platform (other than a request for injunctive relief under Section 12.7), the parties agree to first attempt in good faith to resolve the dispute through mediation. Either party may initiate mediation by written notice to the other. The parties will attempt to select a mutually agreeable mediator. If the parties are unable to agree on a mediator within thirty (30) days of the notice, the party initiating mediation shall propose a mediator, who must be reasonably acceptable to Civalta, and Civalta’s approval will not be unreasonably withheld. The mediation will take place in Denver, Colorado, unless the parties agree otherwise, and each party will bear its own costs and an equal share of the mediator’s fees, unless the mediator directs otherwise.

18.2 Litigation

If a dispute is not resolved through mediation within sixty (60) days after the mediation notice (or such longer period as the parties agree), either party may pursue any available remedy in the courts described in Section 19.

19. Governing Law and Venue

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. Subject to Section 18, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Denver, Colorado.

20. Changes to These Terms

Civalta reserves the right to change, update, or replace these Terms, and to change, add, or remove the third-party service providers referenced in them, at any time and in our sole discretion, without prior notice to users. Changes are effective upon posting of the revised Terms on the Platform, and the “Last Updated” date above will be revised accordingly. Your continued use of the Platform after a change becomes effective constitutes your acceptance of the revised Terms.

21. General Provisions

• Entire Agreement. These Terms, together with our Privacy Policy and the Agreement to Not Circumvent, constitute the entire agreement between you and Civalta regarding the Platform.
• Assignment. You may not assign these Terms without Civalta’s prior written consent. Civalta may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No Waiver. Civalta’s failure to enforce any provision of these Terms is not a waiver of that or any other provision.
• Notices. Notices to Civalta should be sent to [email protected]. Notices to Users may be sent to the email address associated with the User’s account.
• Force Majeure. Civalta is not liable for any delay or failure to perform resulting from causes beyond its reasonable control.