Terms and Conditions.

CivicAI Terms and Conditions 

These Terms and Conditions (“Terms”) govern access to and use of the CivicAI platform and its suite of applications, including but not limited to CivicAI Staff Report Writer, Grant Report Writer, and any future CivicAI modules (collectively, “the Platform,” “we,” “us,” or “our”).

By accessing or using the Platform, you (“User,” “you,” or “the City”) agree to comply with these Terms. 

Definitions

For the purposes of these Terms:

  • City Data: All data entered, uploaded, or provided by the City or its authorized users through the Platform.

  • Platform Outputs: The text, reports, analyses, or other content generated by the Platform based on the City Data and the Platform’s underlying models.

  • Authorized Personnel: Employees, contractors, or agents acting in an official capacity for a public-sector client, and who are duly authorized by the City to access the Platform.

  • Confidential Information: Non-public, proprietary, or sensitive information shared by either party, including City Data and the Platform's proprietary technology.

  • ​​Subprocessor: Any third-party service provider engaged by CivicAI to process City Data.

Scope

CivicAI is an enterprise-grade software-as-a-service (SaaS) platform designed specifically for municipal governments. It automates the most time-intensive workflows with safe, explainable, and equitable intelligence, including grant writing, staff reports, and related government functions. These Terms apply to all Authorized Personnel acting on behalf of a government agency or public entity.

Authorized Use

Use of the Platform is limited to authorized employees, contractors, or agents acting in an official capacity for a public-sector client. Users agree to use the Platform only for lawful, governmental purposes and in accordance with all applicable local, state, and federal laws.

Users shall not:

  • Use the Platform for any private, commercial, or non-governmental activity;

  • Attempt to circumvent access controls or security features;

  • Introduce malicious code or interfere with system operations;

  • Share or resell access credentials to unauthorized third parties; or

  • Upload or process classified information, protected health information (PHI) under HIPAA, or any data explicitly prohibited under applicable law or separate agreement.

Account Management and Access Controls

Each authorized user must maintain secure login credentials and protect them from unauthorized use. The City or public entity is responsible for administering user accounts, including assignment of permissions, onboarding, and offboarding.

CivicAI reserves the right to suspend or terminate access in the event of misuse, unauthorized access, or violation of these Terms.


Data Ownership and Use

All City Data and Platform Outputs remain the exclusive property of the City. CivicAI does not claim ownership of City Data or Platform Outputs.

CivicAI processes and stores City Data solely for the purpose of providing the contracted Platform services. City Data is never used to train, fine-tune, or otherwise modify CivicAI’s underlying AI models outside of the City’s secured environment.

All data handling and processing are governed by the CivicAI Privacy and Security Policy and any applicable Data Processing Addendum (DPA) executed between the parties.

Data Retention and Deletion

Upon termination of service, CivicAI will retain City Data for a period of ninety (90) days to allow for data retrieval or transition. After this period, or upon the City's earlier written request, CivicAI will securely delete all City Data from production systems.

Encrypted backups may be retained for an additional ninety (90) days for disaster recovery purposes, after which all backups will be permanently destroyed. CivicAI will provide written certification of data deletion upon request.

Third-Party Services and Subprocessors

CivicAI may engage third-party subprocessors to provide infrastructure, AI model capabilities, or related services. Current subprocessors include Google Cloud Platform and Google Gemini.


CivicAI will:

  • Maintain an up-to-date list of subprocessors accessible to the City upon request;

  • Conduct appropriate due diligence on all subprocessors;

  • Ensure subprocessors are bound by data protection obligations substantially similar to those in these Terms;

  • Provide at least thirty (30) days' notice before engaging new material subprocessors that will process City Data; and

  • Allow the City to object to new subprocessors on reasonable grounds.


Intellectual Property Rights

The CivicAI Platform, including its design, source code, software architecture, models, text, and proprietary datasets, is the exclusive property of CivicAI and protected by applicable intellectual property laws.


The City retains ownership of all outputs generated through the Platform (e.g., staff reports, memos, or grant narratives), subject to any applicable public records laws.


Users shall not copy, modify, reverse-engineer, decompile, or otherwise attempt to extract or reproduce the Platform’s source code or proprietary components.

Confidentiality

Each party agrees to maintain the confidentiality of non-public, proprietary, or sensitive information received from the other party.

CivicAI will not access, disclose, or share City Data except as necessary to maintain, support, or improve system performance, or as required by law. Both parties agree to implement reasonable safeguards to protect confidential information consistent with industry and public-sector standards.

Security and Compliance

CivicAI employs industry-standard security practices, including encryption in transit and at rest, role-based access controls, multi-factor authentication, and audit logging.

The City agrees to follow standard cybersecurity practices when using the Platform, including protecting credentials, maintaining device security, and reporting any suspected incident immediately to CivicAI Support.

CivicAI is designed to meet or exceed prevailing GovTech compliance requirements, including applicable public-sector data residency, retention, and sovereignty standards.


Audit Rights and Data Breach Notification

The City may, upon reasonable notice and during normal business hours, audit CivicAI’s compliance with these Terms, particularly regarding data security, privacy, and access controls. Audits may be conducted no more than once per year unless triggered by a security incident or material breach.

CivicAI will notify the City within 72 hours in the event of a security incident affecting City Data and provide reasonable assistance in investigating and mitigating the incident.

 

Service Availability and Maintenance

CivicAI aims to provide reliable, continuous service but does not guarantee uninterrupted availability. Periodic maintenance, upgrades, or improvements may be required.

Where possible, CivicAI will provide advance notice of scheduled downtime or major feature updates. CivicAI may update or enhance the Platform to improve performance or security without materially altering the City’s contractual rights.

Fees and Payment

Unless otherwise stated in a separate Master Services Agreement or Purchase Order, fees for use of the Platform will be invoiced as agreed in writing. Non-payment may result in suspension or termination of service. All fees are non-refundable except as explicitly provided in a separate agreement.

Limitation of Liability and Indemnification 

The Platform is provided on an “as-is” and “as-available” basis. To the maximum extent permitted by law, CivicAI disclaims all warranties, express or implied, including fitness for a particular purpose or non-infringement.

CivicAI shall not be liable for any indirect, incidental, consequential, or punitive damages arising from the use or inability to use the Platform. CivicAI’s total cumulative liability for any claim under these Terms shall not exceed the total fees paid by the City in the twelve (12) months preceding the claim.

Each party shall indemnify, defend, and hold harmless the other from claims, damages, or losses arising from the indemnifying party’s gross negligence, willful misconduct, or breach of these Terms. 

Termination and Data Return

Either party may terminate use of the Platform upon written notice if the other party breaches these Terms and fails to cure such breach within thirty (30) days.


Upon termination, CivicAI will disable all user access. At the City’s written request, CivicAI will return or securely delete all City Data in accordance with the CivicAI Privacy and Security Policy and applicable law.

Assignment

Neither party may assign these Terms without prior written consent, except that CivicAI may assign to a successor entity in connection with a merger or acquisition, and the City may assign to a successor government entity in connection with municipal consolidation or reorganization.


Public Records and Data Requests

CivicAI acknowledges that City Data may be subject to public records laws. CivicAI will cooperate with the City in responding to lawful requests, subpoenas, or audits, provided such cooperation is consistent with applicable confidentiality and data protection obligations.


Dispute Resolution

Any disputes arising from these Terms shall be resolved exclusively in the state or federal courts located in Los Angeles, California, and each party consents to the jurisdiction of such courts.

Force Majeure

Neither party shall be liable for failure or delay in performing obligations due to causes beyond its reasonable control, including natural disasters, cyberattacks, strikes, or governmental actions.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.


Entire Agreement

These Terms, together with any executed Master Services Agreement, Purchase Order, Data Processing Addendum, and the CivicAI Privacy and Security Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior negotiations, understandings, and agreements.

Feedback

Any feedback provided by the City regarding the Platform may be used by CivicAI for product improvements without restriction or obligation to the City.

Modifications to Terms

CivicAI may modify these Terms from time to time. Updates will be communicated to the City’s designated administrator and will become effective upon posting or upon mutual written agreement, depending on the City’s contractual terms.


Contact Information

For any questions regarding these Terms, please contact CivicAI Legal & Compliance: 

  • Email: staff@civicai.studio

  • Address: 321 N Martel Avenue Los Angeles, CA 90036

  • Phone:(209) 351-2956