Terms & Conditions of Service

Introduction

Thank you for choosing ElectaFile® by Fox Wise, LLC. Fox Wise, LLC (collectively, with any parent, subsidiary, affiliate, or related companies, the “Fox Wise Companies,” “Fox Wise,” “we,” or “us”) is a private, for profit company with the mission of helping everyday North Carolinians run for public office in a cost-effective and technically savvy way. We also help the people who help political candidates, such as their campaign treasurers. In doing so, we have created a web-based, software-as-a-service platform that operates under the trademarked name of “ElectaFile®” (the “Service Solution”). We created the Service Solution to help you file campaign finance reports with the governmental campaign regulator of your choosing. We charge fees that we believe are fair and provide good value in exchange for your use of the Service Solution. Presently, we offer support for filings in North Carolina only. We are not affiliated with the State of North Carolina in any way. This is key for you to understand in agreeing to use our Service Solution. We are neither the State Board of Elections nor any part of the government of the State of North Carolina (or any other governmental jurisdiction, for that matter).

This is a binding contract that requires your agreement

By indicating acceptance of these Terms & Conditions of Service (“Agreement”) in whatever form, whether electronically in a click-through agreement, e-signature portal, or in writing, you hereby accept all terms and conditions of this Agreement and you enter a binding contract with us. By using the Service Solution, you agree to be bound by this Agreement. If you are an individual acting on your own behalf or on behalf of someone else’s political committee, company, or client, you accept these provisions on their behalf, and the term “you” will refer to you, the political committee, your company or your client, as applicable. The individual accessing the Service Solution or agreeing to these terms represents and warrants that such individual has all rights, power, and authority to bind the applicable political committee, company, or client to this Agreement.

We may need to amend this Agreement from time to time

We may modify the provisions of this Agreement at any time with or without notice to you. We may choose to notify you of such modifications by posting through the Service Solution or on our website or by other means, but it is your responsibility to periodically check the terms of this Agreement on our website for any updates. It is important that you review this Agreement whenever we modify it because your continued use of the Service Solution indicates your agreement to the modifications and your intend to be bound by them. We may modify, suspend or discontinue the Service Solution at any time. You agree that we will not be liable to you or any third party for any modification, suspensions or discontinuance of the Service Solution. In some cases, you may need to accept changes to this Agreement to continue using the Service Solution. If you do not agree to the changes, you must immediately stop using the Service Solution and terminate your account.

Permitted use

Your use of the Service Solution is expressly conditioned on your compliance with this Agreement. You must agree to comply with this Agreement in order to use the Service Solution. If you do not agree to comply with this Agreement, you must not access or use the Service Solution. We are not your lawyers, so feel free to consult your own prior to accessing the Service Solution to make sure you understand the terms of this Agreement. Subject to and conditioned upon your payment of the fees we charge and your compliance with all other terms and conditions of this Agreement, we hereby grant to you a personal, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service Solution for the duration of your applicable subscription period (unless earlier terminated) for the limited purposes permitted by this Agreement and solely in accordance with applicable laws.

Your responsibilities

To access and/or use the Service Solution, you acknowledge and agree as follows:

You are at least 18 years of age;
You are capable of forming a binding contract with Fox Wise;
You are not a person who is prohibited from using the Service Solution under the laws of the U.S. or another jurisdiction;
You agree to the terms and conditions of this Agreement, which includes both the current version of the terms set out here and any modification of the terms and conditions of the Agreement that we may choose to modify as set forth below;
You will use the bolded headlines of each section of this Agreement for ease of reference and not as the only sentence you read in each section of this Agreement, and you understand that the bolded headlines are provided purely for convenience and shall not be construed to change the meaning of this Agreement;
You are responsible and liable for all uses of the Service Solution by you or anyone with your Access Credentials (defined below); and
You are solely responsible for obtaining, maintaining, troubleshooting, and paying for, all software, hardware, internet connections, browsers, or other resources required for you to access our website and use the Service Solution, including any electricity, telecommunications equipment, broadband connections, computers, or mobile devices you plan to use to access the Service Solution

We are a law-abiding company and expect the same from our customers

We expect you to obey the law and follow certain rules in using the Service Solution. Fox Wise does not condone or support any activity that is illegal, violates the rights of others, harms or damages Fox Wise’s reputation or the ElectaFile® brand or could cause Fox Wise to be liable to a third party.

You may not use the Service Solution for prohibited purposes

You may not use the Service Solution for any purposes beyond the scope of the access granted above. At a minimum, you shall not do any of the following, and you shall not permit, encourage, or enable anyone else to:

Copy, modify, or create derivative works of the Service Solution, in whole or in part;
Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service Solution to any other person or entity;
Actually or attempt to reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to or actually gain access to any software component or source code of the Service Solution, in whole or in part;
Remove any proprietary notices or branding from the Service Solution;
Use the Service Solution in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any person or entity;
Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
Post or share Content (defined below) that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
Transmit any virus, trojan horse or other disruptive or harmful software or data;
Send any unsolicited or unauthorized advertising, such as spam;
Impersonate or misrepresent your affiliation with Fox Wise;
Resell, license or provide free or unauthorized access to the Service Solution or make the Service Solution available on any file-sharing, virtual desktop or application hosting service;
Attempt to reverse engineer in any way any of the Service Solution;
Engage in unauthorized access, monitoring, interference with or use of the Service Solution or third party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
Use the Service Solution for general archiving or back-up purposes; or
Use the Service Solution in any manner that imposes an unreasonable or disproportionate load on our or any third party’s servers, hosting providers, or infrastructure.

We may suspend or terminate your use of the Service Solution if you break the rules

Fox Wise may terminate your use of the Service Solution based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above. We may (but are not required to) temporarily suspend your access to the Service Solution instead of terminating and re-instate your access once we are satisfied that the prohibited uses have been resolved. Without limiting the foregoing, we may suspend or terminate your access to the Service Solution if: (A) there is a threat or attack on any of our intellectual property rights, (B) your use of the Service Solution disrupts or poses a security risk to us, our intellectual property, or to any other customer or vendor of Fox Wise, (C) we find out that you have engaged in any fraudulent or illegal activities; (D) you or the entity on whose behalf you’ve entered this Agreement goes bankrupt, ceases to continue business in the ordinary course, or made an assignment for the benefit of creditors; (E) you fail to pay any fees when due; or (F) your bandwidth, usage, or volume of using the Service Solution significantly exceeds the bandwidth, usage, or volume typically used by other similarly-situated customers. We will not be liable to you for any costs, losses, expenses, refunds, or other credits in the event we suspend or terminate your access to the Service Solution.

The Service Solution is password protected and you need to keep track of your password(s)

You will need to sign up for an account to use the Service Solution with a unique username, password, or other access credential (collectively, your “Access Credentials”). You must keep your Access Credentials strictly confidential, not share your Access Credentials with any other person or entity, and you will be solely responsible for the maintenance, use, and security of your password and other Access Credentials. You are solely responsible and liable for all activity occurring under your Access Credentials. You may not share your Access Credentials with any other person or allow any other person to access or use the Service Solution on your behalf. In order to create and maintain your account, we may need to verify your identity, and you authorize us to collect information (e.g., date of birth, address) from you to do so. You may be unable to use the Service Solution if you do not provide this information, or if we cannot authenticate you into the account or cannot verify your identity. We do this to protect you and us. If you believe that your Access Credentials or the device that you use to access the Service Solution has been lost or stolen, or that someone is using your Access Credentials without permission, you must notify us immediately. If you share your Access Credentials with another person in violation of this Agreement, we may charge you additional fees for such unauthorized use.

You may provide your Content via the Service Solution

You acknowledge certain functionality in the Service Solution may be dependent on your provision of certain inputs, data, information, content, or other materials (collectively, your “Content”), and that some functionality of the Service Solution and may not be available without such Content. You are solely responsible for any Content you write, submit, share, or store in the Service Solution. Your Content may include, but is not limited to, text, graphics, images, audio or video that you upload, transmit, post, generate, store or otherwise make available through the Service Solution. You have no obligation to provide any Content to the Service Solution, and you’re free to choose the Content that you want to provide. By using the Service Solution, you are instructing and permitting us to use the Content you input into the Service Solution to assist you in completing forms to be filed with the relevant campaign regulatory authority. Fox Wise will not share your campaign finance preparation Content without your explicit consent, unless otherwise required or permitted by law. For the avoidance of doubt, your Content does not include any materials owned or provided by Fox Wise, or any Confidential Information (defined below) of Fox Wise.

You own your Content and grant us a license to use it

Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Service Solution, you hereby grant Fox Wise a perpetual, worldwide, non-exclusive, royalty-free, transferable, assignable, and sublicensable license to use, display, store, reproduce, publish, create derivative works of, modify, and translate your Content, for the purposes of (1) providing the Service Solution to you in accordance with this Agreement; (2) operating, improving, modifying, and evaluating the performance of the Service Solution; (3) creating new features and functionalities of the Service Solution; (4) marketing the Service Solution; and (5) complying with any applicable laws, rules, regulations, or court orders. Fox Wise may (but has no obligation to) monitor the use of the Service Solution or Content and may edit or remove any Content at any time. We may disclose your Content or any information related to you or our relationship if necessary to satisfy our legal obligations, protect Fox Wise or its customers, or operate the Service Solution properly.

You promise that you have all rights to provide the Content to us

To the extent we allow you to input personal information (as the term is defined under applicable law) about individuals other than yourself, or to the extent your Content contains personal information, you represent and warrant that you have complied with all applicable laws and received the proper authority or consent to allow us to collect and process such information via the Service Solution or as otherwise required to operate our business. In addition, you represent and warrant that you have all rights, title, and interest in and to the rest of the Content, and to the extent the Content contains information or content of third parties, you represent and warrant that you have all requisite consents, licenses, or permissions to provide the Content and for us to use the Content in accordance with this Agreement.

We collect and own data related to your use of the Service Solution

Fox Wise may (but is not required to) monitor your use of the Service Solution and collect, compile, derive or generate de-identified and/or aggregated data regarding your usage of or the performance of the Service Solution, including data derived from your Content (collectively, “Usage Data”). Your Content does not include any Usage Data. Fox Wise owns all right, title, and interest in and to the Usage Data and all intellectual property rights therein. Fox Wise may use the Usage Data for any lawful purpose without restriction, including, but not limited to, for the purposes of operating, analyzing, improving or marketing Fox Wise’s products and services, including the Service Solution.

We own all rights in the Service Solution and retain all other intellectual property rights

Fox Wise reserves all rights not expressly granted to you in this Agreement. Except for the limited license granted for you to use the Service Solution in accordance with the terms of this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title, or interest in or to the Subscription Service, or to Fox Wise’s other copyrights, trademarks (including the term “ElectaFile®”), trade secrets, patents, moral rights, or other intellectual property rights. As between you and Fox Wise, Fox Wise and its licensors retain all right, title or interest in and to the Service Solution, all intellectual property rights therein, and all other Fox Wise intellectual property.

We welcome your feedback and may use it

You may provide Fox Wise your feedback, questions, suggestions or ideas for the Service Solution (collectively, “Feedback”). You hereby irrevocably assign to Fox Wise all rights, title, ownership of, and interest in the Feedback. Fox Wise is free to use, without any attribution or compensation to you or anyone else, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, including in future modifications of the Service Solution, other products or services, advertising or marketing materials. However, Fox Wise is not required to use any Feedback.

You will at all times protect Fox Wise’s confidential information

From time to time, Fox Wise may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the generality of the foregoing, the Service Solution, as well as the features, functions, algorithms, interfaces, source code, look and feel, and intellectual property comprising the Service Solution, all constitute Fox Wise’s Confidential Information. You shall not use or disclose Fox Wise’s Confidential Information to any person or entity. If, after seeking the advice of counsel, you are required to disclose Fox Wise’s Confidential Information in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, then you shall first give written notice to Fox Wise and make a reasonable effort to obtain a protective order prior to such disclosure. On the expiration or termination of the Agreement, you shall promptly return to Fox Wise all copies, whether in written, electronic, or other form or media, of Fox Wise’s Confidential Information, or with Fox Wise’s written consent, destroy all such copies and certify in writing to Fox Wise that such Confidential Information has been destroyed.

ElectaFile® is a filing tool, but you are responsible for manually verifying your reports

The Service Solution offers you assistance with electronic and manual filing of campaign finance reports. If you choose to file electronically, the campaign finance report will be converted to and stored in a standardized format using Fox Wise’s proprietary software and then transmitted to the applicable federal and/or state campaign finance authority. You are responsible for verifying the status of your filing to confirm that it has been received and accepted by the applicable authority and, if necessary, for filing it manually in the event that the authority rejects your electronically filed campaign finance report (e.g., committee name and identifying number don’t match). You agree to review your campaign finance report for errors before electronically filing or mailing it. Any time you make a filing using the Service Solution, you agree to retain an electronic file copy within your own custody or control as a back-up to any records maintained by Fox Wise, LLC. While we are under no obligation to do so, we may retain electronic copies of the filings you make using ElectaFile®. However, you are solely responsible for creating your own back-up files and maintaining your own records as required by applicable law or your company’s retention policies. Remember that the Service Solution is simply a tool to help you do the work you choose to do. By way of example only, if you are serving as a campaign treasurer for a fee, we are not responsible for or guaranteeing in any way the quality of your work on behalf of the campaign or your receipt of compensation from any third party. In the event we or you are charged any filing fees in connection with your submission of reports via the Service Solution, you are solely responsible for paying such filing fees or reimbursing us for the same upon request.

You must pay certain fees on time in order to use the Service Solution

We will require payment of fees or a subscription charge for use of the Service Solution (or certain portions of the Service Solution), and you agree to pay those fees. If you registered for a free trial, you may need to purchase the Service Solution before the trial ends in order to retain access to any Content provided to, or created through, the Service Solution during the trial period. Our fees are subject to increase from time to time with notice to you via posting on our website. All fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government or regulatory authority on any amounts payable by you hereunder. If you fail to pay any required fees when due, we may, without limiting any of our other rights or remedies at law or in equity: (1) suspend your access to the Service Solution until you pay, (2) terminate this Agreement and your access to the Service Solution, (3) charge interest on your past due amounts at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted by applicable law, or (4) require you to pay any costs we incur in collecting your late payments, including interest payments owed by you, such as attorneys’ fees, court costs, and collection agency fees.

We accept electronic payments only

Payments will be billed in U.S. dollars, and your account will be charged upon purchase and when you provide your payment information, unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

In some instances, we will offer subscription-based billing

You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. You agree that once you sign up for the subscription, we will bill you at the intervals disclosed to you until you notify us of your decision to cancel that subscription. For annual subscriptions, we will exercise reasonable efforts to send you a reminder of your upcoming renewal no less than thirty (30) days before your subscription term ends, or otherwise as required by applicable law. Subject to applicable law, our failure to notify you of your impending renewal will not relieve you of your obligation to pay renewal fees if you continue using the Subscription Service on or after your renewal date. Fox Wise, LLC may change the fees for recurring subscriptions from time to time with notice to you via posting on our website. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect. Your continued use of the Service Solution after the price change takes effect constitutes your agreement to pay the updated fees.

Subscriptions automatically renew unless you stop them

Your payment to Fox Wise, LLC will automatically renew at the end of the applicable subscription period, but you can cancel a subscription at any time. For subscription-based versions of the Service Solution, subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable facet of the Service Solution until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.

You are responsible for mobile app charges assessed by others

We may provide the Service Solution through an app for a compatible mobile device. You agree that you are responsible for any applicable charges or fees arising from your use of that mobile device and the purchase of that app, whether those charges or fees are assessed by your telecommunications provider, a third-party mobile app marketplace or any other person.

We may terminate this Agreement at will

This Agreement is effective until the earlier of the date on which your subscription expires, you stop using the Service Solution, one of us cancels your account, or Fox Wise terminates this Agreement (which will automatically terminate your account). In addition to Fox Wise’s termination and suspension rights described above, Fox Wise may terminate this Agreement (and your account) or suspend the Service Solution at any time at our discretion. This means we can end our relationship with you for any reason or no reason without prior notice to you. Although you may stop using the Service Solution at any time, you will still be obligated to pay all fees due for the full subscription period, and you will not receive a refund of any prepaid fees.

The closing of your account has important consequences

You must stop using the Service Solution immediately once your subscription expires or you cancel your account (or if this Agreement or your account is terminated). Upon expiration of your subscription or cancellation of your account, or Fox Wise’s termination of your account or this Agreement, you must immediately stop using the Service Solution and pay all fees for the Service Solution due through the original subscription expiration date. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund. Following termination, we are under no obligation whatsoever to maintain or return any Content (defined below) you have provided to us. This fact has serious consequences to your maintenance of information and you should plan accordingly.

Some provisions of this Agreement will still apply effective even after termination

There are a few parts of this Agreement that will continue to apply after termination. The following obligations will survive any termination, discontinuation or cancellation of the Service Solution, your account, or this Agreement: (1) you will pay us what we are owed; (2) you will continue to be bound by the limitations of liability benefiting Fox Wise spelled out here; (3) you will continue to honor for the benefit of Fox Wise the indemnifications described here; (4) the license to your Content you have granted us here will continue in effect; (5) you will continue to protect Fox Wise’s Confidential Information as described herein; (6) the governing law and mandatory venue will remain the same; and (7) you will abide by and honor any other obligations on your part described here that would by their terms and nature survive the end of our active agreement.

DISCLAIMER: WE MAKE NO WARRANTIES ABOUT THE SERVICE SOLUTION

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE SOLUTION AND ALL OTHER FOX WISE INTELLECTUAL PROPERTY ARE ALL PROVIDED “AS-IS,” AND “AS-AVAILABLE,” AND FOX WISE AND ITS AFFILIATES AND LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOX WISE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FOX WISE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE SOLUTION OR RESULTS OF THE USE THEREOF WILL MEET LEGAL REQUIREMENTS, YOUR REQUIREMENTS, OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. If the disclaimers for any of the warranties set forth above are prohibited by or found to be unenforceable under applicable law, any implied or required warranties are limited to 60 days from the initial date of your purchase of or access to the Service Solution, whichever is earlier.

You agree that our liability to you is limited

**THIS ENTIRE SECTION IS A CRITICALLY IMPORTANT COMPONENT OF OUR AGREEMENT, AND YOU SHOULD CONSULT YOUR ATTORNEY(S) IF YOU HAVE ANY QUESTIONS REGARDING ITS EFFECT BEFORE YOU USE THE SOFTWARE SOLUTION.**

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FOX WISE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SOLUTION, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FOX WISE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW IN NO EVENT WILL FOX WISE AND ITS AFFILIATES AND LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR SERVICE SOLUTION UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE LESSER OF: (1) THE AMOUNTS PAID TO FOX WISE FOR YOUR USE OF THE SUBSCRIPTION SERVICE IN THE IMMEDIATELY PRECEDING SUBSCRIPTION PERIOD, OR (2) ONE HUNDRED DOLLARS ($100), IN EACH CASE EVEN IF FOX WISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You agree that calculating actual damages in this context is difficult and time-consuming and that the use of the agreed upon maximum liability cap specified is fair and reasonable in the context of this arms-length bargain between sophisticated commercial parties like you and us.

EXCEPT AS PROVIDED BY LAW, THESE LIMITATIONS OF LIABILITY SETS FORTH YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE SOLUTION AND ITS USE. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF OUR BARGAIN WITH YOU AND THAT WE WOULD NOT HAVE MADE THE SERVICE SOLUTION AVAILABLE TO YOU ON THESE TERMS WITHOUT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE.

**WHILE WE ARE NOT YOUR LAWYER(S), THE FOREGOING SECTION IS A CRITICALLY IMPORTANT COMPONENT OF OUR AGREEMENT, AND YOU SHOULD CONSULT YOUR ATTORNEY(S) IF YOU HAVE ANY QUESTIONS REGARDING ITS EFFECT BEFORE YOU USE THE SOFTWARE SOLUTION.**

You are agreeing to indemnify Fox Wise in certain respects

You will indemnify, defend, and hold harmless the Fox Wise Companies and their respective employees, officers, directors, contractors, representatives, agents, successors, and assigns from and against all claims, demands, suits, actions, or proceedings (collectively, “Claims”) and all resulting losses, liabilities, judgments, settlements, damages, fines, fees, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or related to: (1) your unauthorized or unlawful use of the Service Solution, (2) your negligence, gross negligence, willful misconduct, or breach of applicable law, (3) the results of your use of the Service Solution, (4) your breach of this Agreement, or (5) any of your acts or omissions, including your use of the Service Solution, taken on behalf of or for the benefit of a third party. Fox Wise reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims upon notice to you. You agree to reasonably cooperate as requested by Fox Wise in the defense of any Claims. You further agree that you have an affirmative duty to, and you must take all reasonable steps to, mitigate Fox Wise’s Losses.

The remaining provisions are miscellaneous terms and are important for you and us

This section sets out miscellaneous terms that are important provisions regarding our agreement:

Fox Wise Does Not Provide Legal or Accounting Advice. Fox Wise and the Service Solution do not provide or include any legal, financial, or investment advice, tax, estate or investment planning, or other areas of advice. If you are unsure about your filing decisions effected using the Service Solution, you should consult a licensed attorney, financial advisor, or another appropriate licensed professional. Use of the Service Solution is not a substitute for consulting an attorney, accountant, or professional advisor.
Record Keeping. You are solely responsible for maintaining adequate documentation to substantiate the accuracy and completeness of the Content you provide to Fox Wise, LLC using ElectaFile® and you file with the relevant campaign finance regulatory authority using ElectaFile®.
Fox Wise, LLC Does Not Audit or Verify the Data that You Provide. We accept without auditing or verifying the information you provide for inclusion in your campaign finance filings. While we may (but have no obligation to) prompt you to look at information again if it does not appear correct to us, you are ultimately responsible for what you choose to file using our Service Solution.
Force Majeure, Acts of God or Disasters. Fox Wise shall not be liable to you or to any third party for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, pandemic or epidemic, internet failures or outages, failures of any third-party hosting providers, malicious acts of third parties, or governmental action.
Fox Wise, LLC is Not Your Agent or Fiduciary. You agree that Fox Wise is not acting as your agent or fiduciary in connection with your use of the Service Solution. Fox Wise and you are independent contractors.
Notices. You agree that electronic mail is the preferred means of notice for you and for us. You agree that we may provide legally sufficient notice to you via the electronic mail address and account you create when you sign up using ElectaFile®. You agree to check that email account regularly to stay apprised of matters pertaining to this Agreement. You agree that notice in this format is sufficient for noticing you and any person on whose behalf you are using ElectaFile®. Other notices may be posted on our website. While we do not expect to receive any paper mailings from you, Fox Wise, LLC’s notice address is provided as follows, with our strong preference for receiving notice via electronic mail to the address provided:
Fox Wise, LLC
Email: Support@electafile.com
Mailing Address: Fox Wise, LLC, 2609 Cooleemee Drive, Raleigh, NC 27608
Choice of Law and Venue in the Event of a Dispute. You agree that any dispute(s) arising under this Agreement shall be governed exclusively by the laws of the State of North Carolina, without application of any conflict of laws provisions that would result in the application of the laws of any other jurisdiction. You further agree that any action arising out of or related to this Agreement shall be brought exclusively in the state or federal court having jurisdiction over Wake County, North Carolina, and you agree to submit to the sole and exclusive jurisdiction of said court. While we are not your lawyer(s), this means that any disagreement we have shall be solely brought and heard in Raleigh, North Carolina and pursuant to North Carolina law. If you have any questions about this provision, please consult your own lawyer(s) before using the Service Solution.
Limitation to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBSCRIPTION SERVICE MUST BE COMMENCED WITHIN NINETY (90) DAYS AFTER YOU DID DISCOVER OR SHOULD HAVE DISCOVERED THE EVENT GIVING RISE TO THE CLAIM. OTHERWISE, YOU WAIVE SUCH CAUSE OF ACTION OR CLAIM, AND SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Equitable Relief. You acknowledge and agree that your breach or threatened breach of this Agreement would cause Fox Wise irreparable harm for which monetary damages would not be an adequate remedy and you agree that, in the event of such breach or threatened breach, Fox Wise will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
US Government Rights. The software as a service that constitutes the Service Solution is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you enter into this Agreement on behalf of an agency of the US Government or any contractor therefor, you and the applicable agency or contractor only receives those rights with respect to the Service Solution as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
No Assignment. You may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Fox Wise. Any purported assignment or delegation in violation of this section will be null and void. No assignment or delegation will relieve you of any of your obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Waiver. No waiver by Fox Wise of any breach, remedy, requirement, right, obligation, or provision of this Agreement shall be effective unless it is set forth in writing and signed by an authorized representative of Fox Wise.
Entire Agreement. This Agreement constitutes the sole and entire agreement of Fox Wise and you with respect to the subject matter of this Agreement (including the Service Solution) and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.