Civenza Terms of Service
FINAL DRAFT — recommended for attorney sign-off before publishing.
Last updated: August 1, 2026
These Terms of Service ("Terms") are a contract between Civenza, Inc., an Idaho corporation ("Civenza," "we," "us") and the organization or individual creating an account ("Customer," "you"). By creating an account, starting a trial, or using the Civenza platform (the "Service"), you agree to these Terms on behalf of yourself and, if you're signing up for an organization, on behalf of that organization — you confirm you have the authority to bind it.
If your organization has signed a separate written agreement with Civenza (for example, a Master Services Agreement and Order Form), that agreement governs your use of the Service, and these Terms apply only to the extent that agreement doesn't address a topic.
Electronic signature. Checking the acceptance box or clicking "Create Account" is your electronic signature and has the same legal effect as a handwritten signature under the U.S. E-SIGN Act and applicable state electronic-transactions laws. We keep a record of the version of these Terms you accepted and when.
If you do not agree to these Terms, do not use the Service.
1. The Service
Civenza is a strategic-planning platform that connects an organization's strategic plan to its daily work, with progress rolling up automatically from tasks through priorities. Available subscription tiers, features, and user limits are described at civenza.io/pricing and may be updated as described in Section 15.
1.2 Changes to the Service. We may add, change, or remove features of the Service over time. If we discontinue the Service in its entirety, we'll give at least 90 days' notice and a full opportunity to export your Customer Data before shutdown, except where we're legally required to stop sooner.
2. Accounts
2.1 Eligibility. You must be at least 18 years old and able to form a binding contract. If you're creating an account for an organization, you represent that you're authorized to do so; if you accept on behalf of an organization without authority, you're personally bound. The Service is intended for business and organizational use, not personal, family, or household use.
2.2 Accurate information. You'll provide accurate registration information and keep it current.
2.3 Account security. You're responsible for activity under your account and for maintaining the confidentiality of login credentials. Tell us immediately at security@civenza.io if you suspect unauthorized access.
2.4 Authorized Users. Your organization's admins control who is invited into your organization and what role (owner, admin, contributor, viewer) they hold. You're responsible for your Authorized Users' compliance with these Terms.
2.5 Acceptance records & versions. Each version of these Terms carries a version identifier and effective date. When you accept, we record the accepting user, organization, Terms version, and timestamp. If we materially update the Terms, we may require re-acceptance at your next sign-in in addition to the notice described in Section 15.
3. Free Trial
New organizations receive a 14-day free trial with no credit card required. At the end of the trial, if you haven't subscribed to a paid plan, your workspace moves to read-only: your data stays intact and visible, but you can't create or edit records until you subscribe or export your data. Free trials are limited to one per organization, and we may modify, revoke, or decline a trial where we reasonably suspect abuse (for example, repeated trials for the same organization under different accounts).
4. Subscriptions, Fees & Billing
4.1 Plans. Paid plans are billed monthly or annually in advance through our payment processor (Stripe), at the rates shown at checkout.
4.2 Auto-renewal. Subscriptions automatically renew for the same term unless canceled before the renewal date. Before you subscribe, we'll show you the plan, price, billing frequency, and renewal terms clearly. For annual plans, we'll send a renewal reminder before your billing date. You can cancel anytime from your account billing settings; cancellation takes effect at the end of the current billing period, and we don't charge a further renewal once you've canceled.
4.3 Price changes. We may change prices for future billing periods with at least 30 days' notice by email or in-app notice. Continuing to use the Service after a price change takes effect means you accept the new price.
4.4 Refunds. Fees are non-refundable except where required by law or expressly stated otherwise. If you cancel mid-cycle, you'll retain access through the end of the period you already paid for.
4.5 Taxes. Fees are exclusive of taxes; you're responsible for any applicable taxes other than taxes on Civenza's net income.
4.6 Downgrades and plan changes. You can upgrade, downgrade, or cancel your plan at any time through the "Manage Subscription" link in your account billing settings, for the Starter, Team, and Portfolio tiers. Downgrades and plan switches take effect on a prorated basis; cancellations take effect at the end of your current billing period as described in Section 4.2. Enterprise plans are managed directly with our team.
5. Your Data
5.1 You own it. As between you and Civenza, you own all data and content you or your Authorized Users submit to the Service ("Customer Data"). We don't claim ownership of it.
5.2 The license you give us. You grant Civenza a limited license to host, store, process, transmit, and display Customer Data solely to provide, maintain, and support the Service to you — nothing more.
5.3 Your access is never locked in. You can export your Customer Data at any time in standard formats through the Service's built-in export tools, and in full on request. If your account is suspended or terminated, we'll preserve your Customer Data and give you at least 30 days to export it before deletion — even if your access is suspended immediately under Section 11.2(c), your data itself isn't deleted on that same accelerated timeline unless we're legally required to.
5.4 Deletion. When you delete your account, your login and profile are purged. Personal references on shared business records (for example, a departed employee's name on a task they used to own) are anonymized rather than deleted outright, so your organization's history and rollups stay intact. De-identified audit and approval-history records are retained for governance integrity.
5.5 Backups. We maintain routine automated backups of the Service for platform disaster recovery. Backups aren't a substitute for your own records: you're responsible for using the export tools to keep independent copies of any Customer Data you need to retain.
6. How Civenza Uses Data — and AI
6.1 We don't sell your data. Civenza does not sell Customer Data or personal information to third parties.
6.2 Aggregated, de-identified data. We may use Customer Data in aggregated, de-identified form (meaning it can't reasonably be traced back to you or any individual) to operate, secure, and improve the Service, including benchmarking features that compare de-identified trends across organizations.
6.3 AI-assisted features. Some features — for example, importing an existing strategic plan document into Civenza — use a third-party AI model to read and structure the content you upload. We disclose which AI providers we use on our Subprocessors page. We do not permit those providers to use your content to train their general-purpose models, and any AI-assisted output is presented as a suggestion for you to review, edit, and approve — not as a fact Civenza asserts on your behalf.
6.4 Subprocessors. We use a limited set of subprocessors to run the Service, listed on our Subprocessors page. We'll keep that list current and give notice before adding a subprocessor with access to Customer Data.
For how we handle personal information about the people who use the Service, see our Privacy Policy.
7. Acceptable Use
You won't, and won't let anyone else:
- Use the Service for anything unlawful, or upload content you don't have the right to upload;
- Attempt to access another organization's data, probe or bypass the Service's access controls, or interfere with its normal operation;
- Reverse engineer, decompile, or attempt to extract the underlying source code, except where the law gives you that right despite this restriction;
- Use the Service to build, train, or benchmark a competing product;
- Resell, sublicense, or provide the Service to third parties outside your own organization without our written consent;
- Send unlawful, defamatory, or discriminatory content through the Service.
We may investigate and act on suspected violations, including suspension under Section 11.
8. Intellectual Property
8.1 Ours. Civenza owns the platform, software, branding, and underlying methodology, including all improvements we make to them. Nothing in these Terms transfers any of that to you, beyond the right to use the Service as described here.
8.2 Feedback. If you send us feedback or suggestions, you give us the right to use them without restriction or obligation to you.
8.3 Trademarks. "Civenza" and our logo are our trademarks. You may not use them without our written permission, except to accurately describe that you're a Civenza customer.
8.4 Copyright complaints (DMCA). If you believe content uploaded to the Service infringes your copyright, send a notice meeting the requirements of 17 U.S.C. § 512(c)(3) to our designated agent at legal@civenza.io. We'll respond consistent with the Digital Millennium Copyright Act, including removing or disabling access to material identified in a valid notice and notifying the uploading Customer.
9. Third-Party Services
The Service integrates with third-party services you may choose to use (for example, Microsoft for single sign-on, or Outlook for task notifications). Those services are governed by their own terms, and we aren't responsible for them.
10. Confidentiality
Each party may receive the other's non-public information. Each will use the other's confidential information only to perform under these Terms and protect it with reasonable care, and won't disclose it except to those who need it, or as required by law with prompt notice where lawful. This doesn't cover information that's public, independently developed, or rightfully received without restriction.
11. Suspension & Termination
11.1 By you. You can stop using the Service and cancel your subscription at any time.
11.2 By us. We may suspend or terminate your access if: (a) payment remains overdue after our payment processor's automatic retry period concludes; (b) you materially violate these Terms, including Section 7; or (c) we reasonably believe your account poses a security risk to the Service or other customers. Where practical, we'll give notice and a chance to cure before suspending.
11.3 Effect. On termination, your right to use the Service ends, but Sections 5 (Your Data), 6, 8, 10, 12, 13, 14, 16, and 17 survive.
12. Warranties & Disclaimer
We'll provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided "as is." We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Civenza is a planning and reporting tool — we don't warrant the accuracy of your organization's strategic decisions, or any particular business, political, or funding outcome from using it. Every figure the Service reports is computed from the data you and your team enter; we don't fabricate or estimate data on your behalf, but we also can't warrant data your own team entered incorrectly. Features identified as beta or preview are provided as-is, may change or be withdrawn at any time, and are excluded from any commitment in these Terms.
13. Limitation of Liability
Except for a party's indemnification obligations, breach of confidentiality, your payment obligations, gross negligence, willful misconduct, or fraud, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or data. Each party's total liability under these Terms will not exceed the greater of (a) the fees you paid Civenza in the twelve (12) months before the claim arose, or (b) $1,000. This section doesn't limit any liability that can't be limited under applicable law.
14. Indemnification
14.1 By you. You'll defend and indemnify Civenza against third-party claims arising from Customer Data, your violation of Section 7, or your violation of applicable law.
14.2 By Civenza. We'll defend and indemnify you against third-party claims that the Service, as provided, infringes that third party's intellectual property rights.
14.3 Procedure. The indemnified party will give prompt written notice of a claim, let the indemnifying party control the defense and any settlement (except a settlement admitting fault or imposing non-monetary obligations on the indemnified party without its consent), and reasonably cooperate at the indemnifying party's expense.
15. Changes to These Terms
We may update these Terms from time to time. For material changes, we'll give at least 30 days' notice by email or in-app notice before they take effect. Continuing to use the Service after that means you accept the updated Terms; if you don't agree, you should stop using the Service and export your data before the change takes effect.
16. Governing Law & Disputes
16.1 Governing law. These Terms are governed by the laws of the State of Idaho, without regard to conflict-of-laws rules.
16.2 Arbitration & class-action waiver. Except for claims for injunctive relief, IP infringement, or claims that qualify for small-claims court, any dispute arising out of or relating to these Terms or the Service will be resolved by binding, individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Boise, Idaho (with remote appearance permitted). The Federal Arbitration Act governs this section. Arbitration fees are allocated under the AAA rules, and each party bears its own attorneys' fees unless the arbitrator awards otherwise under applicable law. Each party waives any right to a jury trial and to bring or participate in a class, collective, or representative action. If the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) proceeds in court under Section 16.3, and the waiver remains in force for all other claims. You may opt out of this arbitration provision by emailing legal@civenza.io within 30 days of first accepting these Terms. The arbitration proceeding and any award are confidential, except as needed to enforce the award or as required by law. Nothing in this section waives any right that cannot be waived under applicable law. This section does not apply to any government or public-sector Customer, who is instead governed by a separately negotiated agreement or, absent one, by Section 16.3.
16.3 If arbitration doesn't apply. Any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in Ada County, Idaho, and each party consents to that jurisdiction.
16.4 Time to bring claims. Except where prohibited by law, any claim under these Terms must be brought within one (1) year after the events giving rise to it, or it is permanently barred.
17. General
17.1 Independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
17.2 Assignment. Neither party may assign these Terms without the other's consent, except to an affiliate or a successor in a merger or sale of substantially all assets, on notice.
17.3 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
17.4 Export control. You'll comply with applicable export-control and sanctions laws in your use of the Service.
17.5 Severability. If any provision of these Terms is found unenforceable, the rest remain in effect.
17.6 Entire agreement. These Terms (and any Order Form or MSA that incorporates them) are the entire agreement between us on this subject and supersede prior discussions.
17.7 Notices. Legal notices to Civenza go to legal@civenza.io / Civenza, Inc., 101 S. Capitol Blvd, Suite 1100, Boise, ID 83702. Notices to you go to the email on your account.
17.8 No waiver. A party's failure to enforce a provision isn't a waiver of its right to enforce it later.
17.9 Publicity. We won't publicly name your organization as a customer without your prior consent. You may accurately state that you use Civenza.
17.10 No third-party beneficiaries. These Terms benefit only the parties to them — not your Authorized Users individually, your customers, or anyone else.
17.11 Attorneys' fees. In any court action to enforce these Terms not subject to arbitration, the prevailing party may recover its reasonable attorneys' fees and costs.
Questions about these Terms? Contact legal@civenza.io.