Terms of Service

These Terms of Service constitute a legally binding agreement between you and Civic Calling Corporation (d/b/a Holly) (together with its affiliates, "Holly", "we," "our" or "us") governing your use of our products, services, and website (the "Site" and collectively with the foregoing, the "Services").

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "I AGREE" OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, ACCESSING OR USING THE SERVICES, OR ACCESSING A REVIEW LINK MADE AVAILABLE THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms of Service are effective as of the date you first click "I agree" (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such event, "you" and "your" will refer and apply to your employer or such other legal entity.

Any personal data you submit to us or which we collect about you is governed by our Privacy Policy ("Privacy Policy"), available at https://www.hollygov.com/privacy-policy. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this "Agreement."

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND HOLLY CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 13). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

Our Services

Holly provides a web-based SaaS platform for local and county governments that helps HR departments with job classification, compensation benchmarking, compliance review, and workforce planning. The Services include AI-assisted job specification drafting, compensation benchmarking against peer jurisdictions, compliance scanning of job classifications, labor costing and scenario modeling, limited-access review workflows for invited reviewers, and tools that analyze memoranda of understanding, policies, and related materials to identify potential issues, including potential CalPERS compliance issues. Certain features of the Services generate drafts, recommendations, issue flags, summaries, analyses, or other outputs using automated systems, including artificial intelligence and machine learning. These outputs are probabilistic in nature and may be incomplete, inaccurate, or outdated, and may not reflect the most current legal, regulatory, administrative, or agency guidance.

The Services are provided for informational and decision-support purposes only. The Services do not provide legal advice, do not constitute a legal or compliance opinion or determination, and do not create any attorney-client, consulting, fiduciary, advisory, or other professional relationship between Holly and any user. You are solely responsible for reviewing, evaluating, and validating any output generated by the Services and for making any legal, regulatory, compliance, employment, compensation, classification, or policy decisions based on your own independent judgment and, where appropriate, consultation with qualified counsel or other professional advisors. You agree that you will not rely on the Services or any output as a substitute for independent legal or compliance review. Outputs are intended solely for use by the applicable customer and not for reliance by a third party.

Account, Password, and Security

You may be required to register with Holly and create an account to use certain Services (an "Account") and as part of that process you may be requested to provide certain information, including without limitation your name, email address, and account security or authentication information. Certain invited reviewers may access limited portions of the Services through a tokenized email link without creating a full Account. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process or review workflow and to maintain and promptly update your information to keep it accurate, current and complete. You are the sole authorized user of your Account or access credentials. You are responsible for maintaining the confidentiality of any log-in, password, tokenized link, and Account information provided by you or given to you by Holly for accessing the Services. You are solely and fully responsible for all activities that occur under your password, link, or Account, even if not authorized by you. Holly has no control over the use of any user's Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Holly immediately.

The person signing up for the Services will be the contracting party ("Account Owner") for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, government agency, or another legal entity, that entity shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.

Billing and Payment

Access to paid Services is offered pursuant to a separate subscription agreement, order form, or other written agreement with Holly. Fees, invoicing terms, payment timing, renewal terms, and any other commercial terms will be set forth in that agreement. Unless otherwise agreed in writing, invoices are payable in U.S. dollars by ACH or other agreed payment method. Holly does not provide a consumer payment flow through the Services.

Unless otherwise expressly stated in the applicable subscription agreement, fees are exclusive of applicable federal, state, local, and other governmental sales, use, value-added, excise, or similar taxes, levies, or duties ("Taxes"). You are responsible for all such Taxes, other than taxes based on Holly's net income.

User Generated Content

The Services may allow you to submit, upload, transmit, store, or otherwise make available content, information, and materials, including comments, job specifications, compensation data, workforce planning data, reports, documents, and other customer or jurisdiction data (collectively, "User Generated Content"). You retain any rights you may have in your User Generated Content, subject to the rights granted in this Agreement and any applicable subscription agreement. You are solely responsible for your User Generated Content and represent and warrant that you have all rights, permissions, and authority necessary to provide it to Holly and to permit Holly to use it as contemplated by this Agreement:

You further represent and warrant to Holly that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Holly or purport you to act as a representative or agent of Holly; and (viii) will not create liability for Holly or cause Holly to lose (in whole or in part) the services of its ISPs or other suppliers.

By making available any User Generated Content through the Services, you hereby grant to Holly a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, process, modify, and otherwise use such User Generated Content solely as necessary to provide, maintain, support, secure, improve, and make available the Services, to generate outputs requested through the Services, to perform Holly's obligations under any applicable subscription agreement, and as otherwise permitted by our Privacy Policy. We do not claim any ownership rights in any such User Generated Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Generated Content.

Holly does not claim ownership of your User Generated Content. Holly has no obligation to monitor User Generated Content, but may review, restrict, or remove User Generated Content, or suspend access to the Services, if we reasonably believe such User Generated Content violates this Agreement, applicable law, or the rights of any third party, or threatens the security or integrity of the Services.

Representations and Warranties

You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company, government agency, or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services, and (ii) when using or accessing the Services, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.

You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms of Service; (ii) using any automated system (other than any functionalities of the Services), including without limitation "robots," "spiders," "offline readers," etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Services; (viii) infringing upon or violating our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of Holly; (xi) interfering with or engaging in any activity that threatens the performance, security or proper functioning of the Services; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) using the Services for any purpose or in any manner that infringes the rights of any third party; (xvii) unauthorized sharing, exporting, or misuse of government employee data or other data accessed through the Services; (xviii) using AI-generated outputs from the Services as the sole basis for any legal, regulatory, compliance, employment, compensation, classification, or similar decision without appropriate human review and independent evaluation; (xix) attempting to access data belonging to another jurisdiction; or (xx) encouraging or enabling any other individual to do any of the foregoing.

You hereby warrant and represent that, other than as fully and promptly disclosed to Holly as set forth below, you do not have any motivation, status, or interest which Holly may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Holly in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.

Termination and Suspension

Unless otherwise agreed to in writing between you and Holly, either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to support@hollygov.com, or through your jurisdiction's designated administrator. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive any termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely. We reserve the right to refuse the Services to anyone for any reason at any time.

Holly may terminate or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement, if the applicable subscription expires or terminates, if a jurisdiction's designated administrator requests deactivation of your access, or if we detect unauthorized access attempts or misuse of government data, by providing you with written or email notice where practicable. Such termination or limitation will be effective immediately upon delivery of such notice. If Holly terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Holly reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 13 of these Terms of Service.

Holly reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Holly is not liable to you for any modification or discontinuance of all or any portion of the Services. Holly has the right to restrict anyone from completing registration as a user if Holly believes such person may threaten the safety and integrity of the Services, or if, in Holly's discretion, such restriction is necessary to address any other reasonable business concern.

Following the termination or cancellation of your Account, we may retain data associated with the applicable jurisdiction for a reasonable wind-down period, typically 90 days, to allow for data export, after which data may be deleted unless retention is required by law or the applicable subscription agreement. Data contributed by individual users, including edits and comments, may be retained as part of the applicable jurisdiction's records.

Links to Third-Party Websites

The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Holly or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Holly does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Holly is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Holly has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Holly expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold Holly harmless from any liability that may result from the use of links that may appear on the Services.

Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively "Proprietary Material") that users see or read through the Services is owned by Holly, excluding User Generated Content, which users hereby grant Holly a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Holly owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Holly's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Holly and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Holly, including without limitation Holly and Holly logos, are service marks owned by Holly. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Holly under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Holly does not waive any rights to use similar or related Feedback previously known to Holly, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.

Copyright Complaints and Copyright Agent

Holly respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property right, please send the following information to Holly's Copyright Agent at support@hollygov.com or Civic Calling Corporation (d/b/a Holly), 250 Broadway, New York, New York 10007:

1. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material you claim is infringed is located. Include enough information to allow Holly to locate the material, and explain why you think an infringement has taken place;
2. A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
3. Your address, telephone number, and e-mail address;
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
5. A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
6. An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Holly and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Holly in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Holly upon termination of this Agreement for any reason whatsoever.

The term "Confidential Information" shall mean any and all of Holly's trade secrets, confidential and proprietary information, and all other information and data of Holly that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Holly or Holly's business, operations or properties, including information about Holly's staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, OR REGULATORY SUFFICIENCY. HOLLY MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SERVICES, INCLUDING ANY AI-GENERATED DRAFTS, RECOMMENDATIONS, ISSUE FLAGS, SUMMARIES, ANALYSES, OR OTHER OUTPUTS, WHICH ARE GENERATED THROUGH AUTOMATED AND PROBABILISTIC PROCESSES, ARE ACCURATE, COMPLETE, CURRENT, ERROR-FREE, OR SUFFICIENT TO SATISFY ANY LEGAL, REGULATORY, OR COMPLIANCE REQUIREMENT. WITHOUT LIMITING THE FOREGOING, HOLLY DOES NOT WARRANT THAT ANY OUTPUT WILL IDENTIFY ALL RELEVANT ISSUES, REFLECT THE MOST CURRENT LEGAL OR REGULATORY GUIDANCE, OR BE SUFFICIENT TO SUPPORT ANY EMPLOYMENT, COMPENSATION, CLASSIFICATION, POLICY, OR COMPLIANCE DECISION. YOU ARE RESPONSIBLE FOR REVIEWING AND VALIDATING ANY OUTPUT FROM THE SERVICES BEFORE RELYING ON IT.

UNDER NO CIRCUMSTANCES WILL HOLLY AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY HOLLY, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT HOLLY AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO HOLLY DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

You hereby agree to indemnify, defend, and hold harmless Holly and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the "Indemnified Parties") from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party and (iv) any content submitted by you or using your Account to the Services, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure. Holly reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Holly.

Dispute Resolution — Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND HOLLY CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND HOLLY TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at support@hollygov.com and you and Holly will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a "Dispute" as defined below. Except for the right to seek injunctive or other equitable relief described under the "Binding Arbitration" section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.

Binding Arbitration

You and Holly agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Holly both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Holly in "small claims" court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.

Class Action Waiver

You and Holly agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Holly both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Holly agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person's claims and may not preside over any form of class action proceeding.

Arbitration Administration and Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).

Arbitration Process

A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA's roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.

Arbitration Location and Procedure

Unless you and Holly agree otherwise, the seat of the arbitration shall be in New York, NY. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Holly submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.

Arbitrator's Decision and Governing Law

The arbitrator shall apply New York law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the "Disclaimers and Limitations of Liability" section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim.

Fees

Each party's responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.

Governing Law

Except as provided in Section 13 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of New York, without regard to choice of law principles. This choice of law provision is only intended to specify the use of New York law to interpret this Agreement.

No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

General Provisions

Failure by Holly to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Holly with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the "Class Action Waiver" in Section 13, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Holly, its successors and assigns.

Changes to this Agreement and the Services

Holly reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Holly. Holly will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Holly may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.

No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, "Notices") to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

Contacting Us

If you have any questions about these Terms of Service or about the Services, please contact us by email at support@hollygov.com or by mail to Civic Calling Corporation (d/b/a Holly), 250 Broadway, New York, New York 10007.