Terms of Service | Organizer

Terms of Use

Effective Date: April 10, 2024

Last Updated: April 10, 2024

IMPORTANT – THESE TERMS OF USE (the or this “TOU”) SET FORTH A LEGAL AGREEMENT THAT GOVERNS USE OF A MURMURATION PLATFORM, SUCH AS m{Insights, Organizer or M{HQ (“PLATFORM”) AND IS BY AND BETWEEN EACH CLIENT USER (“CLIENT”) AND MURMURATION, INC. ("MURMURATION"). EACH OF CLIENT AND MURMURATION MAY BE REFERENCED HEREIN AS A “PARTY” OR TOGETHER, THE “PARTIES.” READ CAREFULLY THIS TOU. AND CONTACT MURMURATION WITH ANY QUESTIONS.

1. Subscription Agreement & Order Form(s). Use of the Platform is determined by the order(s) (electronic or written) submitted or signed by Client for the provision of any Murmuration services (“Order Form(s)”). This, or the then-current version of this, TOU are incorporated into each Order Form (along with any defined terms therein) and together, form the agreement with Murmuration (“Subscription Agreement”). In the event of a conflict between an Order Form and this TOU, an Order Form shall control only with respect to the specific description of the services to be provided by Murmuration, including any additional service-related responsibilities, and the applicable fees and expenses (and payment obligations). In all other instances, this TOU shall control and in the event of any conflict with another Order Form(s), the most recent Order Form(s) shall control. Murmuration and Client may be referred to herein each as a “party” and together as the “parties.”

2. Services. From time to time, Client may engage Murmuration to provide, and Murmuration hereby agrees to provide in accordance with the terms and conditions of the Subscription Agreement certain SaaS (software-as-a-service), consulting, or support services (collectively, the “Services”) as mutually agreed upon and as may be further described in an Order Form(s). Murmuration shall perform any such Services in a professional manner and in accordance with any schedule (if applicable) specifically identified and set forth in the applicable Order Form(s). Murmuration may utilize its affiliates, subsidiaries, or contractors to provide the Services. If specified as a service-offering on the Order Form, Murmuration shall use commercially reasonable efforts to make the Platform accessible to Client (subject to required and emergency maintenance, failure of third-party networks and communications facilities, and events of force majeure or alien invasions), and will also employ commercially reasonable security measures intended to maintain the security of the Murmuration Platform, including any Client Data (defined below) stored on the Murmuration Platform. Murmuration also agrees that Murmuration will act and always perform in accordance with all applicable laws, rules, and regulations relevant to its products and performance. Murmuration shall perform Services under the terms of a current Order Form(s) until any new revisions are agreed to in writing by both parties. Client acknowledges that an Order Form(s) may note termination of, or supersede, or extend a prior Order Form(s) or previous agreements in place between Murmuration and Client. However, in all cases, the parties acknowledge and agree that each Order Form(s) shall be deemed to incorporate the terms and conditions of the-current version of this TOU; however, any Services that have already been delivered or are amended per a subsequent Order Form(s) are not deemed incorporated.

3. License Grant. This TOU provides to Client a revocable, limited, non-exclusive, and non-transferable license to access and use the Platform(s) conditioned on Client’s continued compliance with the terms and conditions of this TOU, and any additional parameters set forth in the Subscription Agreement or an Order Form. Client may permit its designated employees, contractors, or volunteer workers) to access and use the Murmuration Platform (“Authorized Users”) pursuant to the Order Form between Client and Murmuration, and only in furtherance of Client’s own use so long as Client remains responsible for the actions or omissions of its Authorized Users through or with the Murmuration Platform. Authorized Users will be permissioned to use the Murmuration Platform by Murmuration (at Murmuration’s discretion) subject to the access credentials and terms provided by Murmuration. In particular, use of the Portal by Authorized Users is subject to Murmuration’s posted privacy policy, a current copy of which is available for review at https://murmuration-public.s3.amazonaws.com/privacy.html. Licensee further agrees to require all Authorized Users to accept these online “Terms of Use.” Client shall treat any access credential information, e.g., login information, as the Confidential Information of Murmuration. Client agrees to reasonably assist Murmuration with implementation (or access) and by providing timely notice of any defects, errors, or problems encountered by any of its Authorized Employees with respect to access to or use of the Murmuration Platform or any unauthorized use. Any data accessed or downloaded from the Platform by Client, or its Authorized Employees may only be used for non-commercial purposes that are consistent with Murmuration’s tax-exempt status under 501(c)(3) and 501(c)(4). The foregoing grant includes the right to print a single print copy or make a single screen shot of the materials and information from the Platform(s) solely for personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. But all use shall be in accordance with the permitted functionality as made available by Murmuration, and also be in accordance with any additional third party or data handling limitations identified or made known by Murmuration. If Client desires additional rights to data or copies, please contact Murmuration at info@murmuration.org.

4. Restrictions. Except as expressly provided herein, Murmuration does not grant any other express or implied right to Client or any other person. Accordingly, Client may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove, or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Platform(s) in any manner not expressly permitted herein. Any right to any software associated with the Platform shall be limited to the executable code only and provided strictly on an end use basis. There is no right granted to any source code, underlying programming materials, or related development documentation and nothing herein shall grant to Client any right to modify, reverse engineer, or create derivative works of the Platform.

5. Client Obligations. Client acknowledges and agrees that successful implementation of the Subscription Agreement requires Client’s reasonable and timely cooperation, including reasonable cooperation to assist with access to and implementation and maintenance of the Platform. Client shall fulfill any service-specific responsibilities set forth in the Order Form(s) in a timely manner, and shall comply with all applicable laws, rules, and regulations, including any professional licensing, certifications, or data utilization requirements necessary for utilization of or with respect to any individual, as provided through the Services. For any Services to be undertaken at Client’s direction or control or at or through its business operation(s), Client is solely responsible for compliance with any legal or regulatory requirements for its own products, services, or operations. Client further agrees to provide to Murmuration all information reasonably requested by Murmuration to provide its Services. Client is solely responsible for ensuring the accuracy and completeness of any information it provides or makes available to Murmuration, including any Client Data (defined below). Client agrees that while this Subscription Agreement is in effect, Murmuration is authorized to identify Client as a customer in public relations and marketing materials, including identification on Murmuration’s website, and use Client’s (primary) corporate name and logo.

5. Client Data. To the extent, Murmuration uses, processes, or maintains records or data received by Murmuration that originate from Client and include personally identifying information (“Client Data”), Client hereby grants to Murmuration a worldwide, royalty-free license to use any Client Data or other data or information (made available by Client) as necessary for Murmuration to provide the Services and further, as a part of the Murmuration Platform. In connection with the foregoing grant, Client further acknowledges and agrees that Murmuration may use and retain such data for any Murmuration internal or business purpose that is lawful (including as a part of Murmuration’s predictive modeling database, for internal data modeling and analysis, and for use in Murmuration’s products and services), so long as Murmuration does not use such data in a manner that identifies Client or an individual person and otherwise maintains the data in a manner consistent with the confidentiality obligations below. Any such data as collected, provided, or made available by Client in connection with the Subscription Agreement shall be in compliance with all applicable laws, regulations, and self-regulatory guidelines. Client will be responsible for and will be presumed to have provided appropriate notices and obtained appropriate consents, if required, from any persons or entities who are the subject of any such data provided or made available by Client. Upon request, Client will provide Murmuration with reasonable proof thereof (when requested by Murmuration), all necessary consents, rights, permissions, and clearances required for Murmuration to use such data for the purposes contemplated by the Subscription Agreement. Moreover, and unless otherwise agreed in an Order Form(s), Client will not provide Murmuration with any data segments associated with an individual that resides outside the United States or is under the age of eighteen (18) (unless said data lawfully maintained under FERPA or other relevant laws). As between Murmuration and Client, Client acknowledges and agrees that Client is solely responsible for ensuring the accuracy, timeliness, or completeness of any data it provides or makes available to Murmuration. Client shall have and maintain an easily accessible privacy policy that complies with all applicable laws and regulations, and which shall be linked conspicuously from the Client’s website page(s) that collects or uses any data used in connection with the Platform or provided to Murmuration. The privacy policy shall: (a) disclose how Client collects, uses, and shares personally identifiable information; and (b) account generally for the collection, receipt, processing, or use by Murmuration of any Client Data under the Subscription Agreement.

6. Murmuration Privacy Policy. Client understands, acknowledges, and agrees that the operation of certain areas of the Platform(s) may require or involve the submission, use, and dissemination of various personally identifiable information. Please see Murmuration’s Privacy Policy at https://murmuration-public.s3.amazonaws.com/privacy.html for a summary of Murmuration's personally identifiable information collection and use practices.

7. Account. Client may be required to register to use the Platform(s). Each registration is for the number of Authorized Employees specified in the applicable Order Form(s) (to the extent that a number is specified), unless otherwise expressly agreed upon by Murmuration. Registration for access to and use of the Platform(s) may also require access credentials, such as a username and a password, or adherence to other particular access requirements as designated by Murmuration in its sole discretion from time to time. Client hereby agrees to consider its access credentials, such as a username and password, as confidential information and not to disclose such information to any third party. Client shall immediately notify Murmuration if Client suspects or becomes aware of any loss (or theft) of Client’s or any of its Authorized Employee’s password(s) or access credentials. Client acknowledges and agrees that Murmuration has the right to disable any username, password, or other access credential identifier, whether chosen by Client or provided by Murmuration, at any time in Murmuration’s sole discretion in the event of any actual or suspected loss or unauthorized access.

8. Payment. Client shall pay all fees or expenses for the Services or for the associated pricing tier(s) or level(s) (“Fee(s)”) as set forth in the associated Order Form(s). Unless a different payment schedule is on the applicable Order Form(s), which may reflect a period payment period (e.g., weekly or monthly), all Fees are due (and payable) from Client within thirty (30) days of the Murmuration invoice date (“Due Date”). All Fees owed by Client are exclusive of, and Client shall pay, all applicable taxes and shall be made without recoupment or set-off. Murmuration reserves the right (in addition to any other rights or remedies Murmuration may have) to discontinue or suspend access to the Services if any Fees are overdue until such amounts are paid in full. Except as expressly set forth in the Subscription Agreement, all Fees are non-refundable, and each party shall be responsible for its respective costs and expenses incurred in connection with performance of the Subscription Agreement. Without limitation of the foregoing, Client shall be responsible for obtaining, paying for, and providing any necessary software, equipment, or communication services necessary to access remotely the Murmuration Platform (as applicable). Any amounts not received by Murmuration within thirty (30) days of Due Date may be subject to a late fee of five percent (5%) at Murmuration’s discretion, and all overdue amounts shall thereafter bear interest at the rate of three percent (3.0%) per month until paid in full, or the maximum legal rate if less. If payment is not received within ninety (90) days of Due Date, balance may be sent to a third-party collections’ agency, at which point a forty percent (40%) legal fee will be imposed on the overdue balance. Client agrees to pay late fees, interest charges, and reasonable collections and attorneys’ fees, including costs, incurred by Murmuration in collecting amounts due from Client.

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

10. Confidentiality. In connection with use of the Platform or pursuant to performance under the Subscription Agreement, each party may gain or have access to confidential or nonpublic information (“Confidential Information”) of the other party or third parties. Confidential Information disclosed is proprietary and will remain the sole property of the disclosing party or such third parties. The Platform (and its associated documentation) are the Confidential Information of Murmuration. But Confidential Information will not include information that: (i) is or becomes publicly available or enters the public domain through no fault of the recipient; (ii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations; (iii) is already in the recipient’s possession free of any confidentiality obligations at the time of disclosure; (iv) is independently developed by the recipient; or (v) is approved, in writing, for release or disclosure without restriction. Each party agrees to: (i) use Confidential Information only for the purposes of this Subscription Agreement; (ii) hold Confidential Information in confidence and protect it from dissemination to, and use by, any third party; (iii) not to create any derivative work from Confidential Information; (iv) restrict access to Confidential Information to its personnel, affiliates, agents, and contractors who need access to such Confidential Information and who have agreed in writing to treat such Confidential Information in accordance with this Subscription Agreement; and (v) return or destroy all Confidential Information of the other party upon termination or expiration of this Subscription Agreement. If the recipient of Confidential Information hereunder is required by law or valid legal order to disclose Confidential Information, the recipient will, unless prohibited by law, give reasonable notice of such demand to allow the disclosing party to seek a protective order or other remedy.

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

12. Warranties. Murmuration and Client each represent and warrant that: (a) each such party has the power and authority to enter into the Subscription Agreement, abide by this TOU, and perform all of its respective obligations thereunder or hereunder; (b) each such party and its signatory (or person agreeing) to the Subscription Agreement has the authority and has been duly authorized to execute (or agree to) the Subscription Agreement and accept this TOU; and (c) each such party’s execution, delivery, and performance of the Subscription Agreement and this TOU, does not and will not violate any agreements between such party and any other third party.

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

14. Limitation of Liability. MURMURATION SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND MURMURATION’S CONTROL. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MURMURATION BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM(S) OR FOR ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THE PLATFORM(S), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF MURMURATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF MURMURATION FOR ANY REASON WHATSOEVER RELATED TO USE OF THE PLATFORM(S) SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR USE OF THE PLATFORM(S) (DURING THE LAST TWELVE (12) MONTHS) OR TEN DOLLARS ($100 (US)), WHICHEVER IS GREATER.

15. Indemnification.

15.1 Client Indemnification. Client agrees to indemnify, defend, and hold harmless Murmuration and its officers, directors, agents, employees, successors, and assigns from and against any and all damages, losses, liabilities, subpoenas, claims, actions, and investigations (including any by state, local, federal, or national government official or agency) and the associated penalties, fines, expenses, payments, or costs, including reasonable attorneys’ fees, due to or arising out of any third-party action against Murmuration to the extent proximately based upon (a) Client’s breach of the Subscription Agreement or this TOU; (b) the content or subject matter of any Client Data provided or made available by Client (including, but not limited to, allegations that use of any Client Data by Murmuration violates privacy rights or principles); or (c) any products or services supplied, provided, or advertised by Client.

15.2 Murmuration Indemnification. Murmuration will indemnify, defend, and hold harmless Client and its officers, directors, agents, employees, successors, and assigns from and against any and all damages, losses, liabilities, subpoenas, claims, actions, and investigations (including any by state, local, federal, or national government official or agency) and the associated penalties, fines, expenses, payments, or costs, including reasonable attorneys’ fees, due to or arising out of any third-party action against Client to the extent proximately based upon an allegation that the licensed use of the Platform infringes a third-party patent or copyright right. Murmuration, however, will have no indemnity obligation nor other liability to the extent the claim is based upon: (i) Platform being modified by anyone other than Murmuration; (ii) use of the Platform in conjunction with other software, hardware, or Client data, where such use gave rise to the infringement claim; or (iii) use of the Platform other than as expressly authorized by Murmuration. If Murmuration determines that the Murmuration Platform is likely to be the subject of a claim of infringement, Murmuration may, in its sole discretion: (i) replace or modify the Platform; (ii) procure the right for Client to continue using the Platform; or (iii) terminate the Subscription Agreement and this TOU, and refund to Client a pro-rated portion of the applicable unused Fees. THIS SECTION STATES MURMURATION’S EXCLUSIVE LIABILITY AND CLIENT’S EXCLUSIVE REMEDY REGARDING ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT BY THE PLATFORM.

15.3 Indemnification Procedures. The indemnified party will promptly notify the indemnifying party of all claims (subject to the indemnification responsibilities herein) of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (a) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all claims; and (b) be entitled to participate at its own expense in the defense of all claims. The indemnified party agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter any settlement, either of which imposes any obligation or liability on the indemnified party without its prior written consent. The foregoing consent requirement, however, shall not be required for any settlement that involves only the payment of monetary damages by the indemnifying party and in which such event does not otherwise prejudice or affect the indemnified party.

16. Governing Law & Dispute Resolution. This TOU has been made in and will be construed and enforced in accordance with the laws of the State of New York as applied to agreements entered and completely performed in the State of New York. In the event of a dispute, each party will appoint a senior management representative to negotiate in good faith to resolve the dispute before commencing formal proceedings. Formal proceedings may not commence until 30 days have passed since the initial request to negotiate the dispute; provided, however, that a party may file for formal proceedings at any time to avoid the expiration of any limitations period, preserve a superior position with respect to other creditors, or apply for interim, injunctive, or equitable relief.

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

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

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

20. Community Standards for the mInsights and Organizer Platforms.

Purpose:

Certain terms in the community standards have the same meaning as described in our Terms of Use (“TOU”) and are identified as such in this document.

We want our product to be used in a manner that helps communities thrive. To that end, we expect our Clients (as defined in the TOU) to embody certain values, and to act in ways that enable people to live free, healthy, and dignified lives.

Therefore, there are certain behaviors that we will not tolerate or permit from our Clients as these actions are fundamentally at odds with what we believe is needed to realize our vision. The purpose of this document is to establish shared community standards that ensure our Clients are supporting, enabling, and encouraging community-level civic engagement that enables communities to thrive. These community standards detail what we consider to be unacceptable behavior in the use of our products and services. The community standards outlined below are intended to be shared during Client onboarding and are always available to our Clients.

Community Standards:

Murmuration’s community standards are intended to ensure that our Clients are using our products and services in ways that foster safe and trusted spaces for supporting, enabling, and encouraging community-centered collective power. As such, treating people with dignity is at the core of our community standards.

TREAT PEOPLE WITH DIGNITY: Clients commit to taking reasonable steps to create and promote their content in a considerate manner, free of vitriol, that aligns with Murmuration’s vision of creating thriving communities through civic engagement and a healthy participatory democracy. In order to ensure Clients are treating others with dignity, the following activities are explicitly DISALLOWED from any Client or Authorized Users (as defined in the TOU) using our services:

Engaging in the dissemination of misinformation and/or disinformation.

Misinformation and disinformation undermine the integrity of our democracy. Misinformation is misleading, untruthful, or outdated information that erodes the trust in people and systems that is essential for individual and community safety, security, and growth. Misinformation also includes out-of-context information that is misleading; including, but not limited to, outdated scientific information, conspiracy theories, and debunked stories.

Disinformation is false, misleading information created with the intent to deceive, or a willful disregard for generally accepted facts.

Disinformation may also include the following intentional misrepresentations by way of example:

Misrepresentation of the dates, locations, times, and methods for voting, voter registration, or census participation.
Misrepresentation of who can vote, qualifications for voting, whether a vote will be counted, and what information and/or materials must be provided in order to vote.
Misrepresentation of who can participate in the census and what information or materials must be provided in order to participate.
Content stating that census or electoral participation may or will result in law enforcement consequences (for example, arrest, deportation, or imprisonment).
Explicit claims that people will be infected by COVID-19 (or another communicable disease) if they participate in the voting process.

Perpetuating racism, sexism, or xenophobia or bullying any population of people.

Clients may not create or distribute content that uses pejorative language or promotes violence or hatred against individuals or groups. Such statements, which can be considered hate speech, undermine equality and impact the wellbeing of individuals in a manner that is unacceptable in our communities. Any statements of inferiority or calls for segregation, based on categories including but not limited to the ones below, may be considered hate speech:

Age
Sex
Gender Identity and Expression
Sexual Orientation
Caste
Disability
Ethnicity
Nationality
Race
Immigration Status
Religion
Victims of a Major Violent Event and Their Kin
Veteran Status

Bullying or intimidating any individual.

We do not tolerate bullying or harassment of any kind, as it can have a lasting negative impact on individuals that we must do our part to prevent. Bullying includes any habitual badgering or intimidation targeted at a specific person with the intent to harass, as well as encouragements of self-harm. If Client’s actions are unwanted and Client continues to engage in them, there’s a good chance Client is headed into bullying or harassment territory.

Discouraging or restricting access to civic engagement, particularly voting.

We believe that ensuring individual voices are heard is a critical component of creating a healthy democratic culture. We do not accept any efforts by Clients that discourage or hinder individuals from participating in voting activity on any level. This can include supporting broad efforts to limit the ability for voters to participate or communicating with individuals in a manner that could be interpreted as dissuading them from participating in civic engagement or voting.

Undermining trust in the democratic process, particularly elections.

The democratic culture that we are striving for is built on the assumption that the democratic processes represent the intentions of communities across the nation. We will not tolerate any efforts by Clients that will undermine, propagate distrust of, or directly threaten the laws and the organizations, peoples, and positions of those who create and support these democratic processes – including the refusal or rejection of the legitimacy of an election without credible evidence.

Opposing reasonable regulations or government oversight, or undermining our government’s ability to serve its constituents.

We believe that government exists to protect its citizens and provide public services that lead to healthy, free, and dignified lives for all. Any efforts by Clients to oppose any reasonable regulations and oversight undercuts the democratic process that our nation is built upon and prevents its constituency from the power it is intended to wield.

Diminishing trust in scientific knowledge or the scientific process itself.

There is an important factual basis behind the scientific process that is critical for our society to have the most accurate information to drive knowledge and understanding. We expect that the engagement and dialogue Murmuration’s Platform can support rely on fact to ensure accurately informed communities. Clients cannot perform activities that cast doubt on information driven by reputable scientific evidence or activities that have been proven incorrect by such evidence.

Opposing or diminishing bodily autonomy.

In a healthy democracy, people must feel their individual rights are respected and that they have control over their social wellbeing. We believe that individuals have the right to make their own decisions as it relates to their own body. Any efforts by Clients to promote efforts that challenge those expectations will not be tolerated.

Promoting sugary beverages, tobacco, vaping, weapons, and/or fossil fuels.

We believe there are a limited number of products that should not be actively supported in order to ensure healthy and safe lives in our communities. Therefore, we expect our Clients to avoid supporting products and efforts that promote sugary beverages, tobacco, vaping, weapons, and/or fossil fuels that lead individuals and communities to live in an environment that can impact their health and security.

Threatening or fomenting violence.

Clients may not threaten violence towards others or use our Services (as defined in the TOU), Platform, products, or tools to organize, promote, or incite acts of real-world violence or terrorism, or generate or distribute content that is likely to lead to a breach of the peace. When using our Services, Clients must think carefully about the words they use and the images posted. They must work to ensure their content may not be reasonably interpreted by others in a way that could negatively impact the safety and security of communities. If someone else might reasonably interpret a Client’s content as a threat or as promoting violence or terrorism, Client should rethink Client’s content and not send such content to its constituents. In extraordinary cases, Murmuration reserves the right to report threats of violence to law enforcement or the appropriate government agency if Murmuration reasonably believes there may be a genuine risk of physical harm or a threat to public safety.

Impersonating other persons.

Clients may not impersonate another person with the intent to deceive as this behavior can contribute to an erosion of trust and creates an environment for the dissemination of misinformation. This prohibition includes posting content under another person’s email address, intentionally using a deceptively similar username, or otherwise posing as a different entity with the intent to deceive.

Doxxing or invading of privacy.

To support an individual's right to privacy, Clients may not post the personal information of private persons, including phone numbers, private email addresses, physical addresses, credit card numbers, social security numbers, unique governmental IDs, passwords, or other types of personal, financial, or health data. Depending on the context, such as in the case of intimidation or harassment, Murmuration may consider other information, such as photos or videos that were taken or distributed without the subject's consent, to be an invasion of privacy, especially when such material presents personal, financial, or safety risk to the subject.

Disseminating sexually explicit content.

Clients may not post or distribute pornography.

Spamming or engaging in commercial solicitation.

Clients may not engage in any forms of commercial solicitation. Within the content

that they create using our Platform and Services, Clients may not post commercial advertisements, link to spam websites, or otherwise vandalize a community. Those activities are not aligned with the community-building intentions of Murmuration’s products.

Copyrighted or illegal content.

Client is responsible for what Client posts. If Client posts something Client didn’t create, Client must have the right to post it. Client may not post illegal content, including content protected by copyright or trademark laws, links to illegal content, or methods for circumventing the law.

Designing malware or exploits.

Clients are not permitted to use our the Platform and Services as means to deliver malicious executables or attack infrastructure (e.g., organizing denial of service attacks or managing command and control servers). This prohibition also includes implementing or taking advantage of vulnerabilities in Murmuration’s Platform and Services. If Murmuration believes that the Services have been used by Client for malicious purposes, Murmuration may report Client to a law enforcement agency as appropriate.

Adherence to these standards will help us to realize our vision of creating thriving communities in which every individual can lead a free, healthy, and dignified life. As such, Murmuration reserves the right to enforce this policy at its discretion and through any methods we reasonably deem necessary, including, but not limited to, warning letters, probationary periods, additional scrutiny, suspending Clients Authorized Employees from the Services, implementing technical changes, or taking appropriate legal action including reporting a Client to a law enforcement agency, an appropriate government agency, or investigatory vendor or other entity.

If a Client believes another Murmuration Client has violated this policy please reach out to info@murmuration.org.

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

22. Deprecation / End of Life. Client acknowledges that periodically features of the Platform or Services may become obsolete or no longer available. In addition, Murmuration reserves the right to discontinue or phase out features, provided that reasonable notice will be given to the Client in advance. In the case of feature deprecation, Murmuration will make commercially reasonable efforts to assist the Client in transitioning to alternative solutions where applicable.

23. Product Upgrades. Murmuration reserves the right to periodically upgrade, update, the Platform or Service (including product redesign) to enhance functionality, security, and performance. Furthermore, a product redesign is defined as a comprehensive re-engineering that may involve significant changes to the system's architecture, user interface, features, performance, and security, and may require integration with newer technologies. Clients will receive reasonable advance notice of product redesigns. In connection with aforementioned work, Murmuration may require the Client's cooperation, including but not limited to providing access to necessary data, execution of new agreements, participating in testing environments, and personnel for testing, training, and implementation purposes. The Client agrees to reasonably cooperate with Murmuration in facilitating these upgrades, including timely response to communications, scheduling necessary downtime if required, and allocating resources as needed to ensure a smooth and efficient upgrade process. Murmuration will make reasonable efforts to minimize disruption to the Client's operations during upgrades and will provide advance notice of any scheduled system downtime.

24. Term & Termination. This TOU will take effect whichever is earlier, upon use of the Services, downloading, accessing, or using the Platform, or execution of an Order Form(s) for any Services (“Effective Date”), and continue for the period of time set forth in the last to expire Order Form(s) (including any specific termination rights therein), and if no such time period is specified, then either upon the earlier of (i) deactivation of Client’s account with Murmuration and the expiration of the then current Order Form(s) or (ii) the date that is twelve (12) months after the date of the last, mutually executed or electronically submitted Order Form(s). This TOU may continue (and renew) if the parties mutually agree to continue performance pursuant to the terms and conditions of an Order Form(s) (or new Order Form(s)) or may be terminated (or not renewed) pursuant to the terms and conditions herein or by a new Order Form(s). Either party may terminate this TOU for the breach of any provision of this TOU by the other party if such breach remains uncured for thirty (30) days after receipt of written notice of such breach from the non-breaching party, unless such breach relates to a violation of the license grant, confidentiality, or proprietary rights provisions herein in which case Murmuration may terminate this TOU immediately. In the event the Agreement is terminated, each Order Form(s) will be terminated simultaneously. Upon termination, all right(s) to use the platform shall cease and Client will destroy all copies of any aspect of the Platform(s) in Client’s possession. The provisions concerning Murmuration’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of this TOU for any reason. Further, Client shall pay all Fees due and owing through the date of termination. Neither party shall incur any liability whatsoever for any damage, loss, or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination or cancellation of this TOU by such party, which complies with the terms of this TOU, whether such party is aware of any such damage, loss, or expenses.

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

26. Notices. All notices and other communications in connection with the Subscription Agreement, Work Order or this TOU shall be sent electronically or in writing to Client at the address provided by Client through the Murmuration Platform or electronically to Murmuration to the account executive contact provided on Client’s Order Form(s), or to legal@murmuration.com, or to such other addresses as may be designated by the parties in writing from time to time in accordance with this section, by email (return receipt), registered or certified mail, postage prepaid, or by express courier service, service fee prepaid. All notices shall be deemed received: (a) immediately upon delivery, if hand-delivered; (b) upon transmission (return receipt confirmed), if by email; (c) five (5) business days after posting, if delivered by mail; or (d) the next business day after delivery, if delivered by express courier service. In addition to the foregoing, Murmuration may provide Client with information about the Platform in electronic form, including by email to the address that Client provides or through a website that Murmuration identifies. However, notice of termination may be given in writing only.

27. Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship exists between Client and Murmuration as result of this TOU or Client’s utilization of the Platform(s). This TOU (together with the Subscription Agreement and Order Form(s)) constitutes the entire agreement between the parties and supersedes all prior written and oral agreements and communications related to the subject matter herein or hereof. Client may not assign, delegate, or transfer any rights under this TOU without the prior written consent of Murmuration. Please note that Murmuration reserves the right to change the terms and conditions of this TOU by posting a revised TOU or mailing and/or e-mailing notice thereof to Client. In addition, Murmuration may add, modify, or delete any aspect, program, or feature of the Platform (including any available information), but Murmuration is not under any obligation to add any upgrade, enhancement, or modification. Client’s continued use of the Platform following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this TOU (and acceptance of the version of this TOU then in effect). Accordingly, please review the TOU found at this location on a periodic basis.

Community Standards