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2020-11 - AUTHORIZING THE VILLAGE MANAGER TO EXECUTE AN AGREEMENT WITH POLICY CONFLUENCE, INC. FOR CITIZEN SURVEYING SERVICES - 02/18/2020
RESOLUTION NO. 2020 - 11 RESOLUTION AUTHORIZING THE VILLAGE MANAGER TO EXECUTE AN AGREEMENT WITH POLICY CONFLUENCE, INC. FOR CITIZEN SURVEYING SERVICES WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the Illinois Constitution of 1970; and, WHEREAS,the Village of Buffalo Grove seeks to enter into an agreement("Agreement") for the facilitation of the National Citizen Survey,Policy Confluence,Inc.DBA National Research Center, Inc. ("NRC"), which is attached hereto as Appendix A., and WHEREAS, the Village Board has determined that it is in the best interests of the Village to authorize the Village Manager to take all necessary actions to ensure completion of the resident survey. NOW,THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COUNTIES OF COOK AND LAKE, STATE OF ILLINOIS, as follows: SECTION 1. The foregoing recitals are hereby incorporated and made a part of this Resolution. SECTION 2. The Village Manager is hereby authorized and directed to execute the Agreement and to take all actions necessary for its implementation, pending final review and approval by the Village Attorney. SECTION 3. This Resolution shall be in full force and effect from and after its passage and approval. 1 AYES: 6 - Stein, Ottenheimer, Weidenfeld Johnson, Smith, Pike NAYES: 0—None ABSENT: 0—None PASSED: February 18, 2020 APPROVED: February 18, 2020 erly Sussman, Village President ATTEST: ianet i�i, irabian,"Village Clerk 2 Policy Confluence, Inc. (DBA National Research Center, Inc.) ENTERPRISE SERVICES AGREEMENT THIS ENTERPRISE SERVICES AGREEMENT(this"Agreement")is effective as of 20_ between Policy Confluence, Inc., a Delaware corporation ("Polco" or "Company"), and a [legal entity/description of municipality] ("Customer"). This Agreement includes and incorporates the Company's Website Terms of Use(the"Terms of Use") and Survey Product Terms of Use (the "Terms of Use") and the Company's privacy policy (the "Privacy Policy" and), which contain, among other things,warranty disclaimers, liability limitations, and use limitations. WHEREAS, Customer desires to engage Polco to ; WHEREAS, Customer wishes to procure from Polco the services described herein, and Polco wishes to provide such services to Customer,each on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. "Authorized User" means each of the individuals authorized to use the Services (defined below in Section 2.1) or Polco Materials pursuant to the terms and conditions of this Agreement, or any additional individuals or Persons authorized to use the Services or Polco Materials as approved solely by Polco, as set forth in Schedule A. "Customer Data" means, information, data and other content, other than Resultant Data in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information,data or content by or through the Services. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity. "Polco Materials" means any and all other information, data, documents, materials, works and other content,devices,methods, processes,hardware,software and other technologies and inventions,including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Polco in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt, Polco Materials include Resultant Data and any information, data or other content derived from Polco's monitoring of Customer's access to or use of the Services,but do not include Customer Data. "Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content. "Processing"and"Processed" have correlative meanings. "Representatives" means, with respect to a party, that party's and its affiliates' employees, officers, 1 directors, consultants, agents, independent contractors,service providers, and legal advisors. "Resultant Data" means information, data and other content that is derived by or through the Services from Processing Customer Data, including, without limitation, statistics and Services analytics, and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information,data or content. 2. Services. 2.1.Services. The Company offers a variety of and products and services accessible through the Company's website https:Hpolco.us (the "Website") free of charge including promoting civic engagement by providing tutorials,example questions,sample result dashboards,and a library of best civic engagement practices and other such functionality as may be provided from time to time (collectively,the"Free Content and Services"). During the Term (defined below in Section 7.1) and subject to the and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, Polco shall use commercially reasonable efforts to provide to Customer and its Authorized Users (a) the Free Content and Services, and (b) any custom survey services as described in the attached Schedule A and this Agreement(the"Custom Services,"together with Free Content and Services, the"Services"). Polco will use commercially reasonable efforts to make the Services available to the Customer twenty-four (24) hours per day, seven (7) days per week every day of the year, except for: (i) Service downtime or degradation due to a Force Majeure Event (defined below in Section 12); (ii) any other circumstances beyond Polco's reasonable control, including Customer's or any Authorized User's use of third party materials or use of the Services other than in compliance with the express terms of this Agreement or the Terms of Use; and (iii)any suspension or termination of Customer's or any Authorized Users' access to or use of the Services as permitted by this Agreement or the Terms of Use. 2.2.Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties: (a) Company has and will retain sole control over the operation, provision, maintenance, and management of the Services; and (b) Customer has the responsibility for making all arrangements necessary for Customer to have access to the Website and ensuring that all persons who access the Website through Customer's internet connection are aware of this Agreement, the Terms of Use, and the Privacy Policy, and comply therewith. 2.3.Changes. Polco reserves the right, in its sole discretion, to make any changes to the Services or Polco Materials that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of Polco's services to its customers,or(b)to comply with applicable law. Without limiting the foregoing,either party may, at any time during the Term, request in writing changes to the Services or Polco Materials. The parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in a written change order signed by both parties. 3. Authorization and Customer Restrictions. 3.1.Authorization. Subject to and conditioned on Customer's payment of the fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Polco hereby authorizes Customer to access and use,solely during the Term,the Services and Polco Materials as Polco may supply or make available to Customer. This authorization is non-exclusive and, other than as may be expressly set forth in Section 13.6, non-transferable. Notwithstanding the foregoing, Polco hereby grants to Customer a perpetual, royalty-free, non-transferable license to use any tangible Polco Materials provided to Customer by or through the Services during the Term,which license shall survive the termination of this Agreement. 2 3.2.Limitations and Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Polco Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: (a) copy,modify or create derivative works or improvements of the Services or Polco Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Polco Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part; (d) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid access credentials; (e) damage,destroy,disrupt,disable, impair, interfere with or otherwise impede or harm in any manner the Services or Polco's provision of services to any third party, in whole or in part; (f) access or use the Services or Polco Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Polco customer), or that violates any applicable law; (g) access or use the Services or Polco Materials for purposes of competitive analysis of the Services, the development, provision or use of a competing software service or product or any other purpose that is to Polco's detriment or commercial disadvantage; or (h) otherwise access or use the Services or Polco Materials beyond the scope of the authorization granted under Section 3.1. 3.3.Customer Responsibilities. Except as otherwise determined by Polco, Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). In the event Polco obtains or provides any such Equipment, Polco shall only be responsible for maintaining such Equipment. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent. 4. Fees; Payment Terms. 4.1.Fees. Customer shall pay Polco the fees ("Fees")for the Services on or prior to the date due set forth on Schedule A, which shall be payable to Polco in US dollars in the amounts and pursuant to the payment schedules set forth on Schedule A. 4.2.Taxes. All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is 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 governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Polco's income. 3 4.3.Late Payment. If Customer fails to make any payment when due, then a 1.5% charge per month (or the applicable amount allowed by law, whichever is less) shall be assessed on any amount past due. Furthermore, should Customer fail to settle amounts past due within thirty(30)days of Customer's invoice receipt, Polco may, without notice, (i) suspend performance of the Services until all past due amounts and interest thereon have been paid, or (ii) terminate this Agreement. Customer shall reimburse Polco for all costs in collecting any late payments or interest, including actual attorneys'fees, court costs and collection agency fees. 4.4.No Deductions or Setoffs. All amounts payable to Polco under this Agreement shall be paid by Customer to Polco in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). 5. Intellectual Property Rights. 5.1.Ownership of Services and Polco Materials. All right,title and interest in and to the Services, Polco Materials and the Resultant Data, including all Intellectual Property Rights therein, are and will remain with Polco.Customer has no right,license or authorization with respect to any of the Services or Polco Materials except as expressly set forth in Section 3.1. All other rights in and to the Services and Polco Materials are expressly reserved by Polco and the respective third-party licensors. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Polco an assignment of all right,title and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. 6. Confidentiality. 6.1.Confidential Information. In connection with this Agreement, each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including, but not limited to, information relating to the Disclosing Party's technology, software, code, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, in each case whether or not marked, designated or otherwise identified as "Confidential". Without limiting the foregoing, all Polco Materials are the Confidential Information of Polco and the financial terms of this Agreement are the Confidential Information of Polco. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b)was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives'noncompliance with this Agreement; (c)was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 6.2.,Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall for three (3) years after the Term: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of performing obligations under and in accordance with this Agreement; (ii) are informed of the confidential nature of the Confidential Information and bound by written confidentiality and restricted use obligations at least as protective as the terms set forth in this Section 6.2; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; and (d) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non- compliance with, the terms of this Section 6. 4 6.3.Residual Works. In addition to other rights and provisions in this Agreement, Polco shall be free to use for any purpose the Resultant Data resulting from access to or work with the Confidential Information or any information or ideas provided by Customer with respect to the Services. 6.4.Feedback. The Customer may from time to time provide suggestions,comments or other feedback ("Feedback") to Polco with respect to the Services. Both parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by Customer, shall not, absent a separate written agreement, create any confidentiality obligation for Polco. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, Polco will own the Feedback and shall be free to use, disclose, protect (e.g., patent, copyright, trademark, trade secret, etc.), reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 6.5.Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 6.5, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. 7. Term and Termination. 7.1.Term. The initial term of this Agreement shall be for a period of twenty-four 24 months from the Effective Date ("Initial Term"). The Initial Term shall automatically renew for additional successive twelve (12)month periods(each,a"Renewal Term", and together with the Initial Term,the"Term"), unless earlier terminated pursuant to this Agreement or either party gives the other party written notice of non-renewal at least thirty(30) days prior to the expiration of the then-current Term. 7.2.Termination. In addition to any other express termination right set forth elsewhere in this Agreement: (a) Polco may terminate this Agreement, effective immediately upon written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after the date such amounts are due; or (ii) breaches any of its obligations under Section 3.2 (Limitations and Restrictions) or Section 6 (Confidentiality); (b) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or (c) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors;or(iv)applies for or has appointed a receiver,trustee,custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 5 7.3.Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights,licenses,consents and authorizations (including,without limitation, access to the Services) granted by either party to the other hereunder will immediately terminate; (b) Customer shall immediately cease all use of any Services and Polco Materials and (i) promptly return to Polco, or at Polco's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on Polco's Confidential Information; and (ii) permanently erase Polco's Confidential Information from all systems Customer directly or indirectly controls; except to the extend and for so long as required by applicable law and all such information and materials will remain subject to all confidentiality requirements of this Agreement; (c) Polco may disable all Customer and Authorized User access to the Services; and 7.4.Surviving Terms.The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.2, Section 5, Section 6, Section 7.3,this Section 7.4, Section 8, Section 9, Section 10, Section 11, and Section 13. 8. Representations and Warranties. 8.1.Representations and Warranties. Customer represents and warrants to Polco that it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; and Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Polco and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable law.Additionally,Customer represents and warrants that Customer will use (and will cause any Authorized Users to use) the Services and Polco Materials only in compliance this Agreement,and all applicable laws and regulations. 8.2.DISCLAIMER OF WARRANTIES. ALL SERVICES ARE PROVIDED "AS IS" AND POLCO HEREBY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND POLCO 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. WITHOUT LIMITING THE FOREGOING, POLCO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S 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. ANY THIRD- PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. 9. Mitigation. 9.1.Mitigation. If any of the Services or Polco Materials are,or in Polco's opinion are likely to be,claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Customer's or any Authorized User's use of the Services or Polco Materials is enjoined or threatened to be enjoined, Polco may,at its option and sole cost and expense: (a) obtain the right for Customer to continue to use the Services and Polco Materials materially as contemplated by this Agreement; (b) modify or replace the Services and Polco Materials, in whole or in part, to make the Services and Polco Materials non-infringing, or(c) by written notice to Customer,terminate this Agreement with respect to all or part of the Services and 6 Polco Materials, and require Customer to immediately cease any use of the Services and Polco Materials or any specified part or feature thereof. THIS SECTION 10.1 SETS FORTH CUSTOMER'S SOLE REMEDIES AND POLCO'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND POLCO MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. 10. Force Maieure. In no event will Polco be liable or responsible to Customer,or be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Polco's reasonable control(a"Force Majeure Event"), including, but not limited to,failures or interruptions of communications facilities or equipment of third parties, labor strikes or slowdowns,shortages of resources or materials, acts of God, natural disasters, fire, world events, delay or disruption of shipment or delivery, trespass or interference of third parties, or similar events or circumstances outside Polco's reasonable control,whether or not otherwise enumerated. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more. 11. General Provisions. 11.1. Further Assurances. Upon a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement. 11.2. No Agency. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. 11.3. Notices. All notices,requests,claims,demands and other communications hereunder shall be in writing by electronic mail or other electronic means to the address of the party specified by the parties from time to time. 11.4. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 11.5. Entire Agreement. This Agreement, including all Schedules attached hereto, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral,with respect to such subject matter. 11.6. Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the others prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Customer will be deemed to be a transfer of rights or obligations under this Agreement for which Polco's prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement.Any purported assignment, delegation or transfer in violation of this Section 13.6 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. 11.7. Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such parry may designate from time to time in accordance with this Section 6.2): If to Polco: Policy Confluence, Inc. 8001 Terrace Avenue, #201 Middleton,WI 53562 7 E-mail: alex@polco.us Attention: Alex Pedersen, Chief Financial Officer If to Customer: 50 Raupp Blvd Buffalo Grove, IL 60089] E-mail: [dbragg@vbg.org, brobinson(cDvbg.org, emichel@vbg.org] Attention: [Dane Bragg Village Manager 11.8. Notices sent in accordance with this Section 6.2 will be deemed effectively given: (a)when received, if delivered by hand,with signed confirmation of receipt; (b)when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email, (with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. 11.9. Amendment and Modification:Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. 11.10. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 11.11. Governing Law;Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois. The parties submit all of their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the state and/or federal courts located in Dane County, the State of Wisconsin. 11.12. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. 11.13. Counterparts.This Agreement may be executed in counterparts, including by facsimile or pdf, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 14. Insurance Requirements 14.1 Comprehensive General Liability,The Consultant shall procure and keep in force during the duration of this contract a policy of Comprehensive General Liability insurance insuring the Consultant against any liability for personal injury, bodily injury, or death arising out of the performance of services hereunder and against liability for property damage with a combined single limit of at least$1,000,000 each occurrence and $2,000,000 aggregate Policies described in (a) above shall be for the mutual and joint benefit and protection of the Consultant and the Client. 14.1.1 Other Insurance,The Consultant shall procure and keep in force during the term of the Agreement Worker's Compensation and such other insurance as may be 8 required by any law, ordinance or governmental regulation. 14.1.2 Prior to commencement of work, the Consultant shall furnish to the Client certificates of insurance policies evidencing the required coverages if the Client so desires. 14.2 Nothing in this Agreement shall constitute a waiver by the Village of any right, privilege or defense available to the Village under statutory or common law, including, but not limited to, the Illinois Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101 et seq., as amended. [Signature Page Follows] 9 IN WITNESS WHEREOF,the parties hereto have executed this Enterprise Services Agreement as of the date first above written. POLICY CONFLUENCE, INC. By: Name: Title: CUSTOMER: Vt 1 lU Op cJ.N v► �tiusZ By: Name: Title: �'! e [Signature Page to Enterprise Services Agreement] SCHEDULE A SERVICES AND FEES Feature and Services Feature or Service Cost Frequency Notes The National Community $25,385 February of 2020 and Additional add-on Survey* 2023 options: demographic - Sample size of 1,700 subgroup comparisons households and custom benchmark comparisons; in-person presentation and Next Steps Workshop combo Full value for 36 month $50,770 period *Pricing is held at 2019 rates and reflects 10% discount for ICMA members, NLC members, and repeat clients Example Payment Schedules (pending renewal) Term Payment Due Date Payment 1 for 2020 survey $19,670 February 1, 2020 Payment 2 for 2020 survey $5,715 June 1,2020 Payment 1 for 2023 survey $19,670 December 31, 2022 Payment 2 for 2023 survey $5,715 June 1,2023 [A-1] Scope of Work The National Community Survey m (The NCS) is the premier citizen survey service from ICMA, National Research Center, Inc. (NRC)and Polco. It is turned to by more jurisdictions than any other service.The NCS' basic service includes all aspects of conducting the survey;all printing and mailing costs, geocoding the sample to ensure that all addresses are within the limits of Buffalo Grove,ongoing consultation with staff about the survey process,sample selection, preparation and mailing of a five- page survey to 1,700 households (with a confidence interval of 95% and an approximate margin of error of plus or minus 5%), programming and hosting the web versions of the survey,data entry, and analysis. NRC uses all best practice methods in survey research, including over sampling multi-family units to decrease non-response bias, using a multi-contact method to improve response rates,and statistical weighting of the survey data. The NCS'"' Basic Service Instrument development;assistance with crafting custom questions;three part mailing of 1,700 pieces each (pre-notification postcard,and two waves of the survey with cover letters and postage paid return envelope),all survey recipients will have the option to complete the survey online if they prefer,opt-in web survey open to whole community near end of scientific data collection, data entry and analysis of returned surveys;draft report for review;final reports that include national benchmark comparisons,analysis and detailed methods;technical assistance in understanding survey results via phone and email with key staff for TheNCS...................................................................................................................................................................$15,690 Online Opt-in Survey A web-only survey will be available to all Buffalo Grove residents,you promote participation (non-scientific)...............................................................................................................................FREE Demographic Subgroup Comparison Report Crosstabs will be provided in a separate report for five demographic questions by the evaluative questions on the survey..............................................................................................................$910 Custom benchmark comparisons In addition to the national benchmarks(included with The NCS Basic Service), NRC will provide a custom set of benchmark comparisons, these can be based on region and/or population size or other criteria as requested by Buffalo Grove............................$1,085 In-person presentation of results and Next Steps Workshop Combination A senior NRC staff member will present survey results with Village staff, Council, Boards or other appropriate groups. For this presentation, we use Microsoft® PowerPoint as a visual aid and a copy of the slideshow is left with the Village. This representative will also facilitate a half-day interactive workshop and help to develop strategy and offer recommendations.............................................................................................$7,700 Detailed pricing and add-on options are published on NRC's website.Additional add-on options are available, upon request.To see additional information and pricing for The NCS, please visit: https://www.n-r-c.com/2019-pricing-national-citizen-survey/ [A-1) VIEW A TUTORIAL Terms of Use The following Terms of Use("Terms")govern the relationship between you and Polco Inc.("Polco") and govern your use of Polco.us(the"Site").The Site is owned and operated by Polco(or"We"or "Us").These Terms do not affectyour statutory rights.By accessing,using,or registering for the Site, you agree to be bound by these Terms and govern all interactions via the Site or other methods.If you are unwilling to be bound by these Terms,you should not access,use,or register for the Site. Please also consult our Privacy Policy for a description of our privacy practices and policies.We also recommend that you print and retain a copy of these Terms for future reference. Governing Law Our US websites are governed and operated in accordance with the laws of the United States and the State of Wisconsin and are intended forthe use of residents of the United States. Contact Information Polco 8001 Terrance Ave,Suite 201 Middleton,WI 53562 United States of America Phone:(608)-709-VOTE Email:support@polco.us Changes We reserve the rightto modify these Terms at any time without additional notice to you.Any change in these Terms are effective immediately upon posting.Accordingly,Polco recommends that you read these Terms carefully each time you visit a Site.Any use of the Site after changes have been made shall be deemed acceptance of those changed Terms. Access You acknowledge and agree that the Site,including the accessibility,hours of use,and any and all features and content available via the Site and any User Content(as defined below),may be modified by Us,in our sole discretion,at any time without prior notice.We may restrict access to any or all portions of the Site or remove any information or content from the Site at any time.All such modifications are subject to these Terms. Prohibited Behavior You may not,and your use of the Site,may not: • violate any applicable local,state,national,or international statute,regulation,or law; • impersonate or use the identity of another person or organization,or falsely state or otherwise misrepresent your affiliation with a person or organization; • engage in any activities or manipulate identifying material to misrepresent the origin of content; • interfere with or otherwise limit the use of the Site by other users;or collect,compile,or store personal information about other users of the Site; • share your account with anyone else,including giving your password to another person; • disrupt or interfere with the security of,or otherwise cause harm to,the Site or the systems resources;accounts;usernames and passwords;servers;or networks connected to or accessible through the Site; • modify the information found on the Site; • use the Site for commercial purposes;or • upload,post,use,or otherwise make available any content that: • is false,misleading,unlawful,harmful,threatening,abusive,harassing,tortious,defamatory, vulgar,obscene,libelous,invasive of another's privacy,or content that could otherwise be considered to be objectionable; • is subject to any disclosure restrictions; • infringes or otherwise violates any patent,copyright,trademark,or any other proprietary rights; • is unsolicited or unauthorized advertising or promotional materials,including without limitation,junk mail,Spam,chain letters,pyramid schemes,or any other form of solicitation; • contains software viruses or any other corrupt computer code,files or programs that impair the use of any computer software or hardware or telecommunications equipment. User Content You acknowledge and agree that you are solely responsible for any content,including any comments,feedback,notes,messages,ideas,suggestions,or other communications that you upload,post,use,or otherwise make available on the Site or send to Us via the Site or in connection with the Site("User Content").By posting or submitting User Content you grant an irrevocable, world-wide,non-exclusive license to Polco to the User Content to allow Polco to use,reproduce, disclose,publish,distribute,and otherwise fully exploit such User Content for any purpose whatsoever,without restriction and without compensating you in any way.Accordingly,do not send any confidential information or any original creative materials.By posting orsubmitting User Content,you represent and warrant that(a)the User Content is non-confidential;(b)you have all necessary rights to post the User Content and you can and do grant to Us the rights in accordance with these Terms;(c)the User Content is accurate and not misleading or harmful in any manner;(d) you will clearly state any conflict of interest or relationship that might influence your views such as whether you are being compensated in anyway(whether in kind,monetary,or otherwise),or an employee of Polco;and(e)the User Content,and your use and posting thereof in connection with the Site,does not and will notviolate these Terms or any applicable local,state,national,or international statute,regulation,or law.Although Polco has no obligation to screen,edit,or monitor any of the User Content or user conduct on the Site,We reserve the right in our sole discretion,to remove,screen,or edit and take appropriate action,including legal action against you with respect to any User Content and to monitor any user conduct on the Site at any time and for any reason without notice. Authorized Use All content,information,data,and other material contained on the Site,including without limitation, all trademarks,the"look and feel"of the Site,its color combinations,layout,and all other graphical elements,and all original content,are protected by one or more copyrights,trademarks,patents, trade secrets and/or other proprietary rights owned or licensed by Us and which are protected under the laws of the State of Wisconsin,the United States,foreign jurisdictions,and/or international treaties.The Site,its content,and all related rights remain our exclusive property or the property of the licensors of such content unless otherwise expressly agreed in writing.Subject to your agreement and your continued compliance with these Terms and all relevant Polco policies,we grant you a non-exclusive,non-transferable,non-sublicensable,revocable limited license(subject to the limitations below)to access and use our Site for your own personal(i.e.,non-commercial) entertainment purposes.You agree not to use our Site for any other purpose. In connection with your Authorized Use,you may download or print content,provided you do not, without our express written consent,modify or delete any of the information,including any proprietary notices.Except as otherwise set forth herein or subject to our written consent,no other permission is granted to you to print,copy,reproduce,distribute,license,transfer,sell,transmit, upload,download,store,display in public,alter,or modify any of the content.In addition,you may not transfer any content to another person,"frame"or"in-line link"the content,"deep link"to any content within the Site,or"mirror"the Site or content therein on any other server. Except as expressly set forth herein,use of the Site does not constitute a grant of any license or other right to use or exploit any of these proprietary rights.Media should contact Us for permission to use the copyrighted information. Disclaimer and Limitation of Liability Polco will not be liable to you for any indirect,incidental,consequential,special,punitive or other similar damages,including but not limited to loss of revenues,lost profits,lost data or business interruption or other intangible losses(however such losses are qualified),arising out of or relating in any way to these Terms or our Site itself,whether based on contract,tort or any other legal theory, and whether or not Polco has been advised of the possibility of such damages.Polco will not be liable to you for more than the amount you have paid to Polco in accordance with these terms in the six(6)months immediately preceding the date on which you first assert a claim.You acknowledge and agree that if you have not paid anything to Polco during such time period,your sole remedy (and Polco's exclusive liability)for any dispute with Polco is to stop using our Site and to cancel your account. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages.Accordingly,some of the above disclaimers and limitations may not apply to you.To the extent that Polco may not,as a matter of applicable law,disclaim any warranty or limit its liability as set forth herein,the scope of such warranty and the extent of Polco's liability will be the minimum permitted under such applicable law. In particular,nothing in these Terms will affect the statutory rights of any consumer or exclude or restrict any liability for death or personal injury arising from any negligence or fraud of Polco. Third-Party Content This Site may contain third-party content and links to other websites,and third-party websites may link to the Site(collectively,"Third Party Content").We do not review or monitor nor are responsible for such Third Party Content.Any mention on the Site of products or services provided by third parties is for informational purposes only and constitutes neither an endorsement nor a recommendation by Us or create a relationship with Us.We disclaim any liability with respect to your use of any such Third Party Content,and you release Us from any liability related to your use of any Third Party Content.Third Party Content may be subject to different and additional terms and conditions,privacy,and other terms.Any dealings amongyou and any third parties are solely between you and such third parties. Indemnification You agree to defend,indemnify,and otherwise hold Us and oursuccessors and assigns,ourofficers, directors,agents,employees,assigns,third-party content providers,and service partners,harmless from and against any causes of action,including any claims,demands,losses,fees,expenses (including legal fees and expenses),costs,liabilities,and damages related to or arising out of your use of the Site. Security You are prohibited from violating or attempting to violate the security of the Site.We will investigate occurrences of possible violations and will cooperate with all applicable law-enforcement authorities in prosecuting violators. In order to protect against unauthorized access to your account, It is recommended that you close the browser when you have finished using the Site. You are prohibited from violating or attempting to violate the security of the Site,including,but not limited to: • Gaining unauthorized access to any portion,feature,or services offered by or through the Site, or any related systems,servers,or networks connected to the Site by hacking,password "mining",or any other unauthorized means; • Scanning or testing the vulnerability of the Site or a system,server,or network connected to the Site; • Breaching the security or authentication measures on the Site or any network connected to the Site; • Performing reverse look-ups or tracing any information,personal or otherwise,of Us,any other user,user's account,the Site or otherwise exploit any service or information made available by or through the Site.You may obtain your own personal information obtained by Us according to our Privacy Policy. • Taking any action that unreasonably or disproportionately burdens the Site's infrastructure, related systems,servers,or networks;or • Using any device,software,or other method to interfere or attempt to interfere with the normal performance,transactions conducted,orwith any other person's use of the Site. Termination We may terminate your access to the Site or cancel or suspend your account at any time if you breach or encourage others to breach these Terms in any way or engage in conduct that We deem inappropriate.Upon such termination or suspension,any Authorized Use granted herein terminates automatically without notice to you. Copyright Enforcement We honor the intellectual property rights of others and ask the same of you.We may,in ou r sole discretion,terminate your account or access rights if your actions infringe or otherwise violate the intellectual property rights of others.If you believe your work has been infringed,please provide Us with the following information: • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; • Identification of the copyrighted work claimed to have been infringed or,if multiple copyrighted works at a single online site are covered by a single notification,a representative list of such works at that site; • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed,or access to which is to be disabled,and information reasonably sufficient to permit Us to identify the material; • Information that is reasonably sufficient to permit Us to contact the complaining party,such as address,telephone number and,if available,e-mail address; • A statement that the complaining party has a good faith belief that use of the material in a manner complained of is not authorized by the copyright owner,its agent,or the law;and • A statement that the information in the notification is accurate,and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Polco can be contacted at the above address under the Contact Information section. Miscellaneous These Terms constitute the entire agreement between Us and you regarding the subject matter hereof.Any previous agreement,whether oral or written,between Us and you dealing with the subject matter hereof is superseded.If any portion of these Terms are found to be unenforceable for any reason,such portion will be deemed severed and will not affect the enforceability of the remaining terms.Upon your breach of these Terms,We may pursue any legal or equitable remedy available,including but not limited to,direct,consequential,and punitive damages and injunctive relief.Our remedies are cumulative and not exclusive.Our failure to exercise any remedy or enforce any portion of these Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Terms at any time thereafter.You agree that regardless of any statute or law to the contrary,any claim or action arising out of or regarding these Terms must be filed within one(1)year after such claim or cause of action arose or be forever barred.We make no representation that the content of the Site is appropriate or available for use in all locations.You are responsible for compliance with all applicable local laws.Any dispute arising out of these Terms shall be governed by the laws of the State of Wisconsin,U.S.A.,notwithstanding any conflicts of law principles.Any action relatingto these Terms must be filed and maintained in a state or federal court located in the State of Wisconsin,U.S.A.,and you consent to exclusive jurisdiction and venue in such courts for such purpose. POIcO FOLLOW US f V in ABOUT US About Team Careers FAQ Privacy Contact WHO WE HELP Local Governments Elected Officials Schools and Universities HOW WE HELP Polco+N RC Data Dashboards RESIDENTS Why Polco? Sign In Sign Up 10 NRC Terris of Use The National Community Survey' (The NCS'"),The National Employee Survey' (The NES'"),The National Business Survey'" (The NBS '),The National Police Services Survey" (The NPSS'"), and The Community Assessment Survey for Older Adults' (CASOA'")Terms of Use As a Client of National Research Center, Inc. (NRC) using The NCS,The NBS,The NPSS, CASOA or The NES (the Survey Instruments),the Client recognizes that on all Materials and Survey Instruments, as defined herein, created by NRC prior to and after execution of these Terms of Use and used by the Client during the course of the project, NRC retains all rights of authorship and ownership of copyright. Client also acknowledges that NRC owns all data collected in connection with administration of any of NBC's Survey Instruments (Survey Data). Definitions In these Terms of Use, "Materials" means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings,typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures,videos, drawings, sounds, or symbols, or any combination thereof. "Survey Data" means and includes any and all data collected in connection with administration of any of NRC's Survey Instruments. "Survey Instruments" means The NCS,The NBS, CASOA,The NPSS or The NES. One-Time License to Survey Instruments and Materials Survey enrollment and payment includes a one-time use license to use the Survey Instruments and Materials for a period of one (1) year following administration of the Survey Instrument. Prior to the expiration of the one (1) year period, Client may re-enroll and submit payment for future use of the Survey Instruments and Materials. Once the limited license has expired, no part of the Survey Instruments and Materials may be reproduced, distributed, or transmitted in any form or by any means, including photocopying, recording, or other electronic or mechanical methods,without the prior written permission of NRC, except where permitted by Fair Use, as defined in the Copyright Act, 17 U.S.C. § 107 or otherwise required by law. Notwithstanding the foregoing, Client's right to use its own summaries and reports of the Survey Data does not expire. Perpetual,Conditional License to Survey Data The Client acknowledges that in exchange for its use of NRC's proprietary questionnaires and reporting templates, NRC owns exclusive rights in all Survey Data. NRC grants Client a license to use and report Survey Data.The license to use and report Survey Data does not expire. Client's license to use and report Survey Data does not include the right for Client or any other party to use Survey Data for direct or indirect current or potential financial gain. As part of any publication,transmission or posting of Survey Data, except for exclusively internal use, Client must include the following statement acknowledging that NRC is the owner of the compilation of Survey Data and that Survey Data may not be used by any third party: This compilation of survey data is owned by National Research Center, Inc. It may not be reproduced or retransmitted in any form without the expressed written consent of National Research Center, Inc. Requests for permission to reproduce or transmit these data should be mailed to Managing Director, NRC, 2955 Valmont Road, Suite 300, Boulder, Colorado 80301. Privacy Statement NRC will not sell or distribute the following information of clients or those who provide us information on our website, n-r-c.com: • Signatures • Contact information such as emails, phone numbers or addresses • Any other personal identifying information • Payment information The Client acknowledges that it has read and understands the Terms of Use of NRC's Survey Materials, Instruments and Data and agrees to be bound by them. r Transoare"A A P(N-P K Initiative i r NRC THE NATIONAL COMMUNITY SURVEY COMMUNITY ASSESSMENT SURVEY FOR OLDER ADULTS THE NATIONAL BUSINESS SURVEY THE NATIONAL EMPLOYEE SURVEY THE NATIONAL POLICE SERVICES SURVEY — w...._.. .........e.. ...... ...... ....., _ . GET STARTED! µ .._...�..: ......_ � NRC Employment NRC Resource Group FAQ Copyright Information Terms Of Use ©2019 Polco/National Research Center All rights reserved I Designed by In The Pines Creative.LLC u L� VIEW A TUTORIAL vrivacy Policy Last revised on May 1,2019. Polco Inc.("Polco"or"we")respects your privacy and provides you this privacy policy(the"Privacy Policy"),which is always at www.polco.us/info/privacy or by contacting us at privacy@polco.us.The Privacy Policy describes our current practices with respect to your privacy,the collection and use of personally identifiable information,and your choices with respect to our use and collection thereof. This Privacy Policy governs all visits to polco.us(the"Site")and our related mobile apps.You should review these terms periodically as this Privacy Policy may change from time to time.When we post changes to this Privacy Policy,we will revise the date at the top and/or bottom of this Privacy Policy. Capitalized terms not defined in this Privacy Policy are set forth in the Terms of Use.This Privacy Policy is expressly incorporated into and is made part of the Terms of Use. By using the Site,or sharing your personal information with us,you consent to and accept the privacy practices described in this Privacy Policy. As outlined in this Privacy Policy,Polco collects your personal information for the purpose of verifying your votes and providing verified,aggregated,and de-identified results.Other than as detailed in this Privacy Policy,we do not share or sell your individual level responses or personally identifiable information("PII"or"personal information'). What personal information is collected? To register,you must provide us with a name,email address,and zip code.In some situations,you may also be asked to provide an address.Later,when setting up a profile,you may elect to provide your address(if not already provided),date of birth,and other demographic information.This is the extent of personal information we collect and it is only provided voluntarily.If you opt not to provide this information,you may not be able to use the Site or some of the Site's functions may not work correctly.Unless otherwise indicated in this Privacy Policy or in accordance with applicable law, Polco stores voluntarily provided PII indefinitely on servers located in the United States. How do we use this data? We use personal information in three ways: • To show you personalized content,like policies and discussions relevant to your community. • To verify you as a registered voter by checking your name,zip code,and/or address against publicly accessible voter registration files. • To provide public officials or our partners with analyses of policy support based on data you provided voluntarily and that we de-identified prior to sharing. We only provide demographic data you provided voluntarily in anonymized,aggregated form. No public official or partnerwill ever see your name linked to a vote you have cast on ourwebsite unless you specifically consent to us sharing that information (for example,by commenting on content without changing your settings to post anonymously).Although all comments are public by default, you can adjust your privacy settings on your profile to comment anonymously to the public. What about device and usage data? When you use our services,we may automatically collect and store information aboutyour connection such as your IP address,browser type,operating system,information about the device you used and,if you found us via bluetooth,information about the bluetooth beacon from which you found us.This information is stored in log files on our servers,and we use it for the purposes of debugging and security.This individual level information is not shared or sold to third parties either. How do we protect your information? We use commercially reasonable physical,technical and administrative security measures and safeguards to protect the confidentiality and security of your personal information.However,since the internet is not a 100%secure environment and no security system or measures are impenetrable,we cannot guarantee,ensure,or warrant the security of any information you transmit to us.There is no guarantee that information may not be accessed,disclosed,altered,or destroyed by breach of any of our physical,technical,or managerial safeguards.It is your responsibility to protect the security of your login information. Please note that emails and other communications you send to us through our Site are not encrypted,and we strongly advise you not to communicate any confidential information through these means.You should secure your password and not share it with any other individual.Be careful when using your login information on or making purchases from public computers.Always log off when finished. Polco does not currently engage in malware scanning,vulnerability scanning,and/or scanning to PCI standards.This is because we only provide a forum for citizens to vote and comment on policies impacting their community—we do not ask for credit card numbers or other payment information. Do we use "cookies"? Yes.We and our service partners may use cookies,web beacons,and other technologies to receive and store certain types of information wheneveryou interact with the Site through your computeror mobile device.Cookies are small data files that are often stored on one's computer each time one visits a new website.Cookies may store unique identifiers,user preferences and other information. We may use cookies for various purposes,including:facilitating the sign in process to the Site; authenticate users;personalize your experience when visiting a Site;and analyze which portions of the Site are most visited or used.We use cookies to help personalize your experience when visiting the Site.These cookies also help to uniquely identify your computer or device for security purposes. You may opt to set your browser to refuse cookies or indicate when a cookie is being sent. Unfortunately,refusal of cookies may affect the experience at many third partywebsites,including the Site. Does Polco work with third parties? Absolutely.There are three components to our partnerships: 1. Confidentiality We do not sell,trade,or otherwise communicate your PH to outside parties except as outlined in this Privacy Policy.Any third party that Polco partners with that has access to PH must agree to keep this information confidential before entering into a partnership with Polco. Currently,Polco partners with Intercom to assist us with providing you direct messaging for customer service purposes.You can view Intercom's privacy policy here. 2. External Websites In the future we may include or offer third-party products or services on our website.Additionally, municipalities and other organizations that use our site to post content may link to third-party sites within that content.These third-party sites will have separate and independent privacy policies and those policies may be different from our Privacy Policy.You should always read the privacy policy of a linked website before disclosing any of your information on such website.We have no responsibility or control of the privacy policies or content and activities of these linked sites. Nevertheless,you are welcome to provide us feedback about these sites. 3. Analytics We use Google Analytics and Mouseflow to to evaluate your use of the Site,compile reports on activity,collect demographic data,collect data about your computer or device,analyze performance metrics,and collect and evaluate other information related to the Site.We use Rollbar to generate automated error reports.We use these services solely to identify errors with our service and improve user experience.We do not show ads.You can view these services privacy policies at the links in the chart below. How They Use Third-Party What They Do For Us Your Partner Information Google Google Analytics Analytics tool tracking user-website interactions Analytics Privacy Policy Analytics tool tracking user-website interactions.You can Mouseflow Mouseflow opt out of Mouseflow's service by following the Privacy Policy instructions at https://mouseflow.com/opt-out/ Rollbar Privacy Rollbar Error reporting service Policy Other ways we may use your information In addition to the uses described above,you also authorize us to use and/or share information as described below: Corporate Changes.We might buy or sell businesses or assets.In the event of a corporate sale, merger,reorganization,sale of assets,dissolution,or similar event,the information may be part of the transferred assets. In Accordance with Law.We may disclose information to others if we are required to do so by law,or whenever we believe that disclosing such information is necessary or advisable to protect and defend our rights,property or the safety of us or others. Standard Open Authorization and similar technology("OAuth").With your permission,in addition to the uses of or access to your personal information discussed above,third-party applications and services may access your personal information.We use OAuth to enable you to give permission to share your Personal Information with otherwebsites and services,such as Twitter,Facebook,Google (e.g.,when you agree to a pop-up requesting you to allow another application to access your account information).We also use OAuth to allow us to share information about you that is stored by us without sharing your security credentials. Others.We may employ other companies and individuals to perform functions on our behalf, including,for example,technical assistance,customer service,and marketing assistance.These other companies will have access to the information only as necessary to perform their functions and to the extent permitted by law. California residents' privacy rights Under California's"Shine the Light" law,Civil Code Section 1798.83,California residents who provide personal information in obtaining products or services for personal,family or household use are entitled to request and obtain from us once a calendar year information about the customer information we shared,if any,with other businesses for their own direct marketing uses.If applicable,this information would include the categories of customer information and the names and addresses of those businesses with which we shared customer information for the immediately prior calendar year(e.g.requests made in 2016 will receive information regarding 2015 sharing activities). To obtain this information,please send an email message to privacy@polco.us with"Request for California Privacy Information"on the subject line and in the body of your message.We will provide the requested information to you at your email address in response.Please be aware that not all information sharing is covered by the"Shine the Light"requirements and only information on covered sharing will be included in our response. Do-not-track We do not respond if your browser sends a"do not track"signal or similar mechanism to indicate you do not wish to be tracked or receive interest-based ads. Minors The Site is not targeted towards,nor intended for use by,persons under the age of 13.If you are not at least 13 years of age,do not access,use,or register on the Site,We do not knowingly collect PH from persons under age 13(in which case we will terminate and delete your account and all information contained therein)without prior parental consent.Unless we have knowledge to the contrary,we will presume that all PH collected by the Site is from persons age 13 and over. By using the Site,you represent and warrant that you are 13 years of age or older. What if you don't want to receive emails from us? If you ever choose to opt-out or unsubscribe from our emails,Polco will honor that request as efficiently as we can.If at any time you would like to unsubscribe from receiving future emails,click on the link at the bottom of each and every email from Polco and we will remove you from our mailing lists. How can you contact us? If you have any questions regarding this privacy policy,you may contact us using the information below: Polco 8001 Terrace Ave,Suite 201 Middleton,WI 53562 United States of America Phone:(608)-709-VOTE Email:privacy@polco.us POICO FOLLOW US f V in ABOUT US About Team Careers FAQ Privacy Contact WHO WE HELP Local Governments Elected Officials Schools and Universities HOW WE HELP Polco+N RC Data Dashboards RESIDENTS Why Polco? Sign In Sign Up