Recitals
This Master Services Agreement (the “Agreement”), as Govably may update it from time to time under Section 11.8, is entered into by and between Govably, Inc. (“Govably”), a Delaware corporation with its principal place of business at 68 Harrison Ave Ste 605, PMB 918163, Boston, Massachusetts 02111-1929, and the customer identified in the applicable Order Form (the “Customer”, and together with Govably, the “Parties” and each a “Party”). This Agreement is effective as of the Effective Date set forth in the first Order Form executed between the Parties (the “Effective Date”).
WHEREAS, Govably offers a cloud-based software platform that enables local government bodies to build meeting agendas, manage live meetings, generate meeting minutes, and publish records to the public (the “Govably Service”, as further defined below);
WHEREAS, Customer wishes to subscribe to the Govably Service to support its agenda, meeting, and records workflows; and
WHEREAS, the Parties wish to set forth the terms and conditions under which Customer will access and use the Govably Service.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
Capitalized terms used in this Agreement and not otherwise defined have the following meanings:
“Account” an access point for the Govably Service that requires registration by Customer or an Authorized User.
“Authorized User” an employee, elected official, contractor, or agent of Customer who is authorized by Customer to access and use the Govably Service on Customer’s behalf.
“Confidential Information” any non-public information disclosed by one Party to the other in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances, subject to the exclusions set forth in Section 9.
“Customer Data” all data, content, records, files, and other materials uploaded, submitted, or otherwise transmitted to the Govably Service by or on behalf of Customer, including meeting agendas, minutes, motions, votes, orders, attachments, and associated metadata. Customer Data does not include Govably Materials or Usage Data.
“Documentation” the user guides, help materials, technical documentation, and other materials made available by Govably for use with the Govably Service, as updated from time to time.
“Govably Materials” the Govably Service, the Software, the Documentation, and all related materials, including all underlying code, designs, workflows, AI models, and outputs (excluding Customer Data and Customer’s rendered records).
“Govably Service” the cloud-based software-as-a-service platform made available by Govably, including without limitation modules for agenda building, live meeting management, AI-assisted minutes generation, and public records publishing, together with any updates, enhancements, and related services described in the applicable Order Form.
“Order Form” a written ordering document signed by both Parties that references this Agreement and specifies the modules, fees, subscription term, and any service-specific terms applicable to Customer’s subscription. Each Order Form is incorporated into and made a part of this Agreement.
“Public Records Laws” the applicable open records, freedom of information, sunshine, or similar transparency laws of the jurisdiction in which Customer is organized.
“Sensitive Data” Customer Data that is reasonably understood to be sensitive or private in nature, including without limitation Social Security numbers, driver’s license numbers, financial account numbers, protected health information as defined under HIPAA, payment card data, and information about minors that is protected by law.
“Software” the proprietary software, code, models, and algorithms that comprise the Govably Service.
“Subscription Term” the period during which Customer is authorized to access and use the Govably Service, as set forth in the applicable Order Form.
“Usage Data” anonymized, aggregated information about the use, performance, and operation of the Govably Service that does not identify Customer or any individual.
2. Service and License
2.1 License Grant
Subject to Customer’s compliance with this Agreement and the applicable Order Form, Govably grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Govably Service for Customer’s internal governmental purposes, and to permit Authorized Users to do the same.
2.2 Account Security
Customer is responsible for maintaining the confidentiality of Authorized User credentials and for all activity that occurs under Customer’s Account, except for activity caused by Govably. Customer will notify Govably promptly upon learning of any unauthorized use of an Account or any other breach of security. From time to time, Govably support personnel may access Customer’s Account to provide technical assistance or to diagnose and resolve a Service issue. Customer hereby consents to such access for the limited purpose of providing support.
2.3 Acceptable Use
Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Software; (b) modify, translate, or create derivative works based on the Govably Service; (c) rent, lease, lend, sublicense, resell, time-share, or otherwise commercially exploit the Govably Service; (d) remove or alter any proprietary notices on the Govably Service or Documentation; (e) use the Govably Service to develop a competing product or service; or (f) use the Govably Service in violation of applicable law.
3. Term and Termination
3.1 Term
This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated in accordance with this Section 3 (the “Term”). Each Order Form will have its own Subscription Term as specified therein. Unless an Order Form states otherwise, Subscription Terms will automatically renew for successive one-year periods unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term.
3.2 Termination Rights in Order Forms
Termination and non-renewal rights applicable to each Order Form, including any rights arising from non-appropriation of funds by Customer’s governing body, are as set forth in that Order Form.
3.3 Termination for Cause
Either Party may terminate this Agreement or any Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receipt of written notice of the breach. Either Party may also terminate this Agreement immediately upon written notice if the other Party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver appointed.
3.4 Effect of Termination
Upon expiration or termination of this Agreement or any Order Form: (a) Customer’s right to access and use the affected Govably Service will cease; (b) each Party will promptly return or destroy the other Party’s Confidential Information then in its possession, subject to Section 5.6; (c) any Fees accrued before the effective date of termination remain due and payable; and (d) termination of this Agreement does not relieve either Party of obligations that by their nature survive termination.
3.5 Survival
Sections 1 (Definitions), 3.4 (Effect of Termination), 4 (Fees and Billing) as to amounts accrued before termination, 5 (Customer Data) with respect to return and deletion obligations, 7 (Intellectual Property), 8 (Representations, Warranties, Indemnification, Liability), 9 (Confidentiality), and 11 (Miscellaneous) survive termination or expiration of this Agreement.
4. Fees and Billing
4.1 Fees
Customer will pay the fees set forth in each Order Form (the “Fees”). Unless otherwise stated in an Order Form, Fees are non-refundable, are payable in U.S. dollars, and are invoiced annually in advance.
4.2 Invoicing and Payment
Govably will invoice Customer in accordance with the Order Form. Customer will pay all undisputed invoiced amounts within thirty (30) days of the invoice date, or such other period as the Order Form specifies. Customer will provide Govably with accurate billing and contact information and a Purchase Order number where required by Customer’s procurement process.
4.3 Interest and Collections
Late payments may accrue interest at the lesser of one percent (1%) per month, simple, or the maximum rate permitted by applicable law, except where Customer’s payment obligations are governed by an applicable prompt-payment statute, in which case that statute controls. Each Party will bear its own costs of collection.
4.4 Taxes
Fees are exclusive of any sales, use, value-added, or similar taxes, which are the responsibility of Customer. If Customer is exempt from such taxes, Customer will provide Govably with a valid tax-exemption certificate upon request.
5. Customer Data
5.1 Ownership
As between the Parties, Customer owns all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Govably.
5.2 License to Govably
Customer grants Govably a limited, non-exclusive, royalty-free, worldwide license to host, copy, transmit, display, and process Customer Data solely as necessary to provide the Govably Service to Customer, to comply with applicable law, and to generate Usage Data. Customer represents and warrants that it has all necessary rights to grant this license.
5.3 Public Records
The Parties acknowledge that Customer is a government entity subject to Public Records Laws. Confidentiality obligations under this Agreement do not require either Party to withhold information that is required to be disclosed under applicable Public Records Laws. Govably will reasonably cooperate with Customer in responding to public records requests that relate to Customer Data stored in the Govably Service, at no additional charge to Customer for ordinary self-service exports. If Govably receives a public records request directed to Customer Data, Govably will promptly notify Customer, will not respond on Customer’s behalf except as required by law, and will direct the requester to Customer’s records custodian.
5.4 Sensitive Data
Customer will not upload Sensitive Data into the Govably Service except to fields, modules, or storage locations expressly designated by Govably as appropriate for Sensitive Data. Customer is solely responsible for redacting Sensitive Data from any records published through the Govably Service to the public.
5.5 Data Security
Govably will maintain commercially reasonable safeguards designed to protect Customer Data and will notify Customer of any confirmed unauthorized access to Customer Data as required by applicable law.
5.6 Return and Deletion
For as long as Customer has access to the Govably Service, Customer may export Customer Data at any time using the self-service export functionality available within the Govably Service. For thirty (30) days following the effective date of termination or expiration of an Order Form, Customer may request an export of Customer Data by contacting Govably, and Govably will work with Customer to deliver Customer Data in a commercially reasonable format at no additional charge for a standard export. After such thirty (30)-day period, Govably may delete Customer Data, except as required to be retained by applicable law or for routine backup retention purposes, in which case such retained data will remain subject to the confidentiality obligations of this Agreement until deletion.
6. Artificial Intelligence
6.1 AI-Enabled Features
The Govably Service includes features that use artificial intelligence and machine learning to assist Customer with tasks such as drafting meeting minutes and summarizing discussions. AI-generated output is provided as a draft for Customer’s review and is not a substitute for human judgment. Customer is responsible for reviewing, editing, and approving all AI-generated output before adopting or publishing it as an official record.
6.2 Model Training and Service Improvement
Govably may use Usage Data to monitor, secure, operate, and improve the Govably Service. Govably may use Customer Data to train or improve features that operate exclusively for Customer’s own benefit and only within Customer’s tenant of the Govably Service.
6.3 Restrictions on Customer’s Automated Use
Customer will not, and will not permit any third party to, use any robot, spider, scraper, or other automated means to access the Govably Service in a manner that exceeds ordinary human use or that is inconsistent with the intended functionality of the Service. Customer will not use Govably Materials or AI-generated output from the Govably Service to train any third-party machine learning model without Govably’s prior written consent. Nothing in this Section restricts Customer or any member of the public from exercising rights under applicable Public Records Laws.
7. Intellectual Property
7.1 Govably IP
As between the Parties, Govably owns all right, title, and interest in and to the Govably Materials, including all intellectual property rights therein. All rights not expressly granted to Customer in this Agreement are reserved by Govably. For the avoidance of doubt, nothing in this Agreement or in any Order Form transfers to Customer any ownership interest in the Govably Service or any part of it.
7.2 Feedback
Customer may from time to time provide Govably with suggestions, comments, or other feedback regarding the Govably Service (“Feedback”). Govably may use and incorporate Feedback into the Govably Service without any obligation or compensation to Customer. Feedback is provided on a non-confidential basis.
7.3 Usage Data
Govably may collect and use Usage Data for any lawful business purpose, including operating, securing, analyzing, and improving the Govably Service. Govably will not disclose Usage Data in a form that identifies Customer or any individual.
8. Representations, Warranties, Indemnification, and Liability
8.1 By Govably
Govably represents and warrants that: (a) it has the right and authority to enter into and perform this Agreement; (b) the Govably Service will be provided in a professional and workmanlike manner and will materially conform to its Documentation; (c) Govably holds all licenses and rights necessary to provide the Govably Service to Customer; and (d) the Govably Service does not knowingly contain any virus, worm, time bomb, or other malicious code.
8.2 By Customer
Customer represents and warrants that: (a) it has the right and authority to enter into and perform this Agreement; (b) it has all rights necessary to provide Customer Data to Govably for use as contemplated by this Agreement; and (c) it will not use the Govably Service in violation of this Agreement or applicable law.
8.3 Indemnification by Govably
Govably will defend Customer and its officers, employees, and elected officials against any third-party claim alleging that Customer’s use of the Govably Service in accordance with this Agreement infringes a U.S. patent, copyright, trademark, or trade secret of such third party (an “IP Claim”), and will indemnify Customer for any damages and reasonable attorneys’ fees finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement approved by Govably with respect to such IP Claim, provided that Customer (i) gives Govably prompt written notice of the IP Claim, (ii) gives Govably sole control over the defense and settlement of the IP Claim, and (iii) provides reasonable cooperation in the defense at Govably’s expense, provided further that Customer may participate in the defense with counsel of its own choosing at its own expense, and Govably will not enter into any settlement that imposes liability or an admission of wrongdoing on Customer without Customer’s prior written consent, not to be unreasonably withheld. Govably’s obligations under this Section 8.3 do not apply to any claim arising from (1) Customer Data, (2) Customer’s use of the Govably Service in violation of this Agreement, or (3) modifications to the Govably Service not made by Govably.
8.4 IP Remedy
If the Govably Service is, or in Govably’s reasonable opinion is likely to become, the subject of an IP Claim, Govably may, at its option and expense: (a) procure for Customer the right to continue using the affected portion of the Govably Service; (b) replace or modify the affected portion to make it non-infringing while preserving substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form and refund any prepaid Fees for the unused portion of the Subscription Term.
8.5 Disclaimer
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, THE GOVABLY SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOVABLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GOVABLY DOES NOT WARRANT THAT THE GOVABLY SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR FIT FOR ADOPTION AS AN OFFICIAL RECORD WITHOUT HUMAN REVIEW.
8.6 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS SET FORTH IN SECTION 8.7, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO GOVABLY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8.7 Exclusions
The exclusions and limitations in Sections 8.5 and 8.6 do not apply to: (a) Customer’s payment obligations; (b) either Party’s indemnification obligations under this Agreement; (c) either Party’s breach of its confidentiality obligations in Section 9; (d) either Party’s liability for fraud, gross negligence, or willful misconduct; or (e) infringement or misappropriation of the other Party’s intellectual property rights.
9. Confidentiality
Each Party (the “Receiving Party”) will protect the other Party’s (the “Disclosing Party”) Confidential Information using the same degree of care that it uses to protect its own information of like importance, but in no event less than reasonable care. The Receiving Party will not use Confidential Information for any purpose outside the scope of this Agreement and will not disclose Confidential Information to any third party other than its employees, contractors, attorneys, accountants, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 9.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure without restriction; (c) is received from a third party without breach of any obligation of confidentiality; (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law, regulation, court order, or Public Records Laws, provided that the Receiving Party gives the Disclosing Party prompt notice (where legally permitted) so the Disclosing Party may seek a protective order.
The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of posting a bond.
10. Insurance
Govably maintains insurance coverage customary for software-as-a-service providers, including commercial general liability, cyber liability, and technology errors and omissions coverage. Upon Customer’s written request, Govably will provide a certificate of insurance evidencing such coverage.
11. Miscellaneous
11.1 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties.
11.2 Assignment
Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement without consent to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement. Any other purported assignment is void.
11.3 Marketing
Govably may identify Customer as a customer of Govably and use Customer’s name and logo on Govably’s website, in customer lists, and in other marketing materials, in accordance with any brand usage guidelines provided by Customer. Any other use of Customer’s name or logo, including press releases and case studies, requires Customer’s prior written consent, not to be unreasonably withheld.
11.4 Notices
All notices under this Agreement must be in writing and will be deemed given when delivered (a) in person, (b) by nationally recognized overnight courier with tracking, (c) by registered or certified mail (return receipt requested), or (d) by email with confirmation of receipt, to the addresses set forth in the applicable Order Form, or to such other address as a Party may designate by written notice. Legal notices to Govably must be sent to legal@govably.com with a copy to Govably, Inc., 68 Harrison Ave Ste 605, PMB 918163, Boston, Massachusetts 02111-1929.
11.5 Force Majeure
Neither Party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, war, civil unrest, terrorism, governmental action, labor disputes, internet or telecommunications failures, pandemic, or denial-of-service attacks. The affected Party will use reasonable efforts to resume performance as soon as practicable.
11.6 Governing Law and Venue
This Agreement is governed by the laws of the state in which Customer is located, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the county in which Customer is located for any dispute arising out of or relating to this Agreement, except that either Party may seek injunctive or equitable relief in any court of competent jurisdiction.
11.7 Entire Agreement
This Agreement, together with all Order Forms and any exhibits or addenda incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written. In the event of a conflict between this Agreement and an Order Form, the Order Form controls only as to the specific terms it expressly modifies.
11.8 Amendments
Govably may modify this Agreement at any time by posting the revised Agreement at govably.com/terms. Changes are binding on the date they are posted, and Customer’s continued use of the Govably Service after that date constitutes acceptance of the then-current Agreement. Except as provided in this Section 11.8, this Agreement may be amended only by a written instrument signed by an authorized representative of each Party.
11.9 Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision will be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
11.10 No Waiver
The failure of either Party to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision.
11.11 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (including DocuSign or similar services) are valid and binding.
11.12 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted assigns and does not confer any rights on any third party.
11.13 Headings
Section headings are for convenience only and do not affect the interpretation of this Agreement.