Terms of service

Last updated March 13, 2026

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS SITE. THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 13 THAT AFFECTS YOUR RIGHTS.

Thanks for using Mobilize! Our mission is to help mission-driven organizations manage events and recruit volunteers.

These Terms of Service (“Site Terms”) apply to your access to, and use of, the Mobilize services (including our website, web-based applications, and any other tools, products, or services provided by NGP VAN that link to or reference these Site Terms) (collectively, the “Site”).  The Site is provided by EveryAction, Inc. dba NGP VAN (formerly MobilizeAmerica, Inc.) (“NGP VAN” or “we” or “our” or “us”) located at 10901 Stonelake Blvd, Suite 199, Austin, TX 78759.

NGP VAN reserves the right to change or modify any of the terms and conditions contained in the Site Terms, or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modifications will be effective immediately upon posting the revised terms on the Site. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Site Terms on this web page, through the Site, or via email, and you waive any right you may have to receive specific, individual notice of such changes or modifications. By continuing to use our site after we post changes or modifications, you confirm that you accept those changes or modifications.  Therefore, you should review the Site Terms and applicable policies often to understand the terms and conditions that apply to your use of the Site. If you don’t agree to the amended terms, you must stop using the Site.

If you have any questions regarding the use of the Site, please refer first to the Help Section. All other questions or comments about the Site or its contents should be directed to support@mobilize.us.

1. Privacy policy‍‍

Please refer to our Privacy Policy for information on how NGP VAN collects, uses and discloses your information when you use the Site.  By using our Site, you agree that we can collect, use, and share data from you as described in our Privacy Policy. We are not responsible for any information that you share with others via your use of the Site.  You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Site.‍

If you submit feedback or suggestions about the Site, you agree that we may use your feedback or suggestions without obligation to you.

2. Using Our Site

‍a. Text Messaging

NGP VAN may send you recurring, automatic “Text Messages” about an event for which you are registered, on behalf of the relevant campaign or organization that is hosting or organizing the event. Your consent to receive Text Messages is not a condition of using the Site, and you can cancel this service at any time. You will receive these Text Messages if you provide your consent in one of two ways: (1) you provide NGP VAN with your phone number when signing up for an event; or (2) if you provide your consent to the organization running the event and the organization registers you and subsequently provides NGP VAN with your phone number. Once your consent is provided, NGP VAN will send informational Text Messages to you about all of the events for which you are registered, until you opt out. See below for details on how to opt out.

In addition, if you provide further consent (for example, by checking the opt-in checkbox), you will receive Text Messages from NGP VAN on behalf of NGP VAN and/or other organizations NGP VAN that NGP VAN believes may be of interest to you.

You may receive Text Messages even if your phone number is on a corporate, state, or national Do Not Call list or registry. You understand that you are not required to provide such further consent to receive Text Messages as a condition of using the Site, and you can opt-out of receiving Text Messages at any time by texting STOP. For Help, text HELP or contact us at support@mobilize.us.

Message and data rates may apply. Neither NGP VAN nor the participating carriers guarantee that Text Messages will be delivered.

NGP VAN may discontinue its Text Messaging program at any time, without notice.

b. Short Code Text Messages

These Short Code Terms apply to automated Text Messages sent to you by NGP VAN via short code 30837. Message and data rates may apply. Message frequency varies.

Your consent to receive Text Messages is not a condition of using the Site, and you can cancel this service at any time. Just text “STOP” to 30837. After you send the message “STOP” to us, we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive Text Messages from us.

If you want to join again, just sign up as you did the first time. If at any time you forget what keywords are supported, just text “HELP” to 30837. We will respond with instructions on how to use our Text Messaging service, as well as how to unsubscribe.

Text Messages are sent by NGP VAN for the purpose of facilitating your attendance at an event you signed up for. Examples include: reminding you about the the event or action you signed up for, reminding you to confirm your attendance before or after an event, and providing information about how to join a virtual event.

Participating carriers are: AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, Boost Mobile, MetroPCS, Virgin Mobile, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central, IL (ECIT), Cellular One of Northeast Pennsylvania, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless). Note: Carriers are not liable for delayed or undelivered messages.

For all questions about the Text Messaging services provided by this short code, you can send an email to support@mobilize.us. Please refer to our Privacy Policy for information on how NGP VAN collects, uses and discloses your information when you use the Site.

c. Email Notifications

In connection with your use of the Site, we may send you service announcements, administrative messages, signup confirmations, event updates, promotions, and other information via email. You may opt out of our marketing emails by clicking on the “unsubscribe” link.  Please be aware that there may be a brief period before we are able to process your opt-out.

d. Your Account

You may need an account in order to use certain aspects of the Site or sign up for an event. If you create your own account, you agree that all registration information you give us will be accurate and current.  If your account has been assigned to you by an administrator, such as your employer or educational institution, different or additional terms may apply and your administrator may be able to access or disable your account.  You will timely notify us of any changes to any of the foregoing information.  You are responsible for controlling access to any PCs, mobile devices, or other end points (each, an “Activated Device”).  Accordingly, you agree that you will be solely responsible for all activities that occur under your Site accounts, including the activities of any individual with whom you share your Site account or an Activated Device.

If you learn of any unauthorized use of your account, please contact us at support@mobilize.us.

3. Limited License to Use the Site‍‍

Unless otherwise indicated on the Site, the Site and all content and other materials on the Site (including, without limitation, the Mobilize logo), and all designs, text, graphics, pictures, information, data, software running on our (and our vendors’) servers, sound files, other files, and the selection and arrangement thereof (collectively, the “Site Materials”) are the property of NGP VAN, or its licensors, and are protected by U.S. and international copyright laws.

You are granted a limited, non-exclusive, non-assignable, and non-sublicensable license to access and use the Site for your informational, non-commercial and personal use only.  Such license is for the sole purpose of enabling you to use and enjoy the benefit of the Site, as provided by us, in accordance with these Site Terms, and does not include: (a) any right for the resale or commercial use of the Site or the Site Materials; (b) the distribution, public performance, or public display of any Site Materials; (c) any right to modify or otherwise make any derivative uses of the Site,  the Site Materials, or any portion thereof; (d) use of any data mining, robots, or other data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Site, the Site Materials, or any information contained therein, except as expressly permitted on the Site; or (f) any use of the Site or the Site Materials other than for its intended purpose in accordance with these Site Terms. Any use of the Site or the Site Materials other than as specifically authorized in these Site Terms, without the prior written permission of NGP VAN , is strictly prohibited and will terminate the license granted to you by NGP VAN in these Site Terms. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes.  Unless explicitly stated in these Site Terms, nothing in these Site Terms shall be construed as conferring to you any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

4. Repeat Infringer Policy‍

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, NGP VAN has adopted a policy of terminating and/or removing (as applicable), and in our sole discretion, users that we deem to be repeat infringers of intellectual property rights or the requirements of these Site Terms, and/or re-posted content that we have previously deemed to infringe intellectual property rights or the requirements of these Site Terms. We may also, in our sole discretion, limit access to the Site and/or terminate the accounts of any user who infringes any intellectual property rights of another user or person, whether or not there is any repeat infringement.  You agree that we have no liability to you for any action taken under this section.

‍5. Copyright Complaints‍‍

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others, and require our users and clients to do so. Please don’t copy, upload, download or share content unless you have a right to do so. If you are a copyright owner or its agent and believe that any content residing on or accessible through the Site infringes upon your copyright, you may submit a notification under the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (the “Designated Agent”) with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

  • Identification of the work or material being infringed.
  • Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence.
  • Contact information for the notifying party (the “Notifying Party”), including name, address, telephone number, and email address.
  • A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.
  • A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.
  • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

Please also note that the information provided in a notice of copyright infringement may be forwarded to the user who posted the allegedly infringing content. After removing material in response to a valid DMCA notice, we will notify the user responsible for the allegedly infringing material that we have removed or disabled access to the material. We will terminate, under appropriate circumstances, users who are repeat copyright infringers, and we reserve the right, in our sole discretion, to terminate any user for actual or apparent copyright infringement.

If you believe you are the wrongful subject of a DMCA notification, you may file a counter-notification with us by providing the following information to the Designated Agent at the address below:

  • The specific URLs of material that we have removed or to which we have disabled access.
  • Your name, address, telephone number, and email address.
  • A statement that you consent to the jurisdiction of U.S. District Court for the Southern District of New York, and that you will accept service of process from the person who provided the original DMCA notification or an agent of such person.
  • The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  • “Your signature.

Upon receipt of a valid counter-notification, we will forward it to Notifying Party who submitted the original DMCA notification. The original Notifying Party (or the copyright holder he or she represents) will then have ten (10) days to notify us that he or she has filed legal action relating to the allegedly infringing material.  If we do not receive any such notification within ten (10) days, we may restore the material to the Siteervices.

The contact information for our Designated Agent is:

Copyright Agent Bonterra LLC Legal Department
10901 South Stonelake Blvd, Suite 199
Austin, TX 78759
If you believe that any of your intellectual property rights other than copyrights have been infringed, please e-mail us at support@mobilize.us. You agree that we have no liability for any action taken under this section.

6. Trademarks

‍“MOBILIZE”, the Mobilize logos, and any Mobilize slogans contained in the Site are trademarks of EveryAction, Inc. dba NGP VAN, and may not be copied, imitated or used, in whole or in part, without the prior written permission of NGP VAN. You may not use any metatags or any other “hidden text” utilizing “Mobilize” or any other name, trademark or product or service name of NGP VAN, without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of NGP VAN and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, trade names, product names, and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

7. Hyperlinks

You are granted a limited, non-exclusive right to create a text hyperlink to the Site for your noncommercial purposes, provided such link does not portray NGP VAN in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material, or any material that is offensive, harassing, or otherwise objectionable. This limited right may be revoked at any time.  You may not use a Mobilize logo or other proprietary graphic of NGP VAN to link to the Site without the express written permission of NGP VAN.  Further, you may not use, frame, or utilize framing techniques to enclose any NGP VAN trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site, without NGP VAN’s express written consent. Except as noted above, these terms do not grant you any right or license, by implication, estoppel, or otherwise, in or under any patent, trademark, copyright, or other proprietary right of NGP VAN or any third party.

NGP VAN is not responsible for the quality, content, nature, reliability, or privacy or security practices of any third-party web sites, services, or apps that are accessible by hyperlink or otherwise from the Site, or web sites that link to the Site. Such sites are not under the control of NGP VAN, and NGP VAN is not responsible for them. When you leave the Site, you should be aware that our terms and policies no longer apply. You should review the applicable terms and policies, including privacy and data gathering and usage practices, of any site to which you navigate from the Site.

8. Third Party Content and Events

NGP VAN may display, provide information regarding, or provide links to third-party events, websites, content, applications, tools, services, data, or materials (collectively, “Third-Party Events and Materials”), and may initiate or facilitate communications between you and third parties regarding such Third-Party Events and Materials. However, NGP VAN does not endorse or control, and makes no representations or warranties of any kind regarding, any such third parties or any Third-Party Events and Materials. Your participation in or use of any Third-Party Events and Materials, and your dealings or correspondence with any third parties in connection therewith (including communications facilitated via the Site), are solely between you and such third party. NGP VAN is not responsible or liable for any Third-Party Events and Materials, for any loss or damage of any sort incurred as the result of any Third-Party Events and Materials, or your interaction with any third parties.

Your attendance at or use of any Third-Party Events and Materials is at your own discretion and risk.

9. User Content and Conduct; Your Interactions with Other Users

The Site includes areas in which you may upload, post, store, transmit, and/or share content, messages, events, and other materials with other users of the Site (“User Content”), and in doing so you must follow these Site Terms and the rules and policies referenced in these Site Terms. You are solely responsible for your User Content. You agree not to post, upload, share, store, or otherwise publish any of the following through the Site:

You agree not to post, upload, share, store, or otherwise publish any of the following through the Site:

  1. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, false, misleading, or ”hate speech” (demeaning race, gender, age, religious or sexual orientation, etc.);
  2. User Content that would constitute, encourage, or provide instructions for a criminal offense (such as child pornography) violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
  3. User Content that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party. By posting User Content, you represent and warrant that you have the lawful right to distribute and reproduce User Content;
  4. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  5. User Content in the form of unsolicited promotions, or, advertising;
  6. User Content that contains private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security Numbers, financial account information, or credit or debit card numbers;
  7. User Content that contains viruses, corrupted data, or other harmful, disruptive, or destructive files or code; and
  8. User Content that, in the sole judgment of NGP VAN, is objectionable or that restricts or inhibits any other person from using or enjoying the Interactive Area (as defined below) or the Site, or that may expose NGP VAN or its users to any harm or liability of any type.

You further agree that you are solely responsible for your conduct while on the Site, and you agree that you will not do any of the following:

  • Use the Site in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site or that could damage, disable, overburden, or impair the functioning of the Site in any manner;
  • Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Stalk, intimidate, threaten, or otherwise harass or bully other users;
  • Send, distribute, or post spam, or excessive or unsolicited commercial messages;
  • Harvest or otherwise collect information about users, including email addresses, without their consent
  • Use the Site for any illegal or unauthorized purpose or to engage in, encourage, or promote any illegal activity, or any activity that violates these Site Terms; or
  • Circumvent, or attempt to circumvent, any filtering, security measures or other features that NGP VAN may from time to time adopt to protect the Site, its users, or third parties.
  • Use the site or any NGP VAN services in such as way that violates NGP VAN’s firewall policy (“Firewall”), which is maintained in compliance with 11 C.F.R. § 109.21 and other applicable state campaign finance regulations. The purpose of the Firewall is to prevent the flow of non-public information between “coordinated” entities (such as candidates or political parties) and “independent” entities (groups making independent expenditures) during elections. The Firewall prohibits users from (1) sharing non-public information regarding an event sponsored by a candidate or political party with an affiliate of a group making independent expenditures or (b) sharing any non-public information regarding an event sponsored by a group making independent expenditures with a candidate or political party. Non-public information refers to any information about the event that is not available on a public feed (e.g., the the event’s total number of attendees).

NGP VAN is not responsible or liable for the conduct of any other user on or off the Site, or for any content posted or otherwise published by any other user, including in any area of the Site that enables you to interact with other users of the Site, such as our email proxy and relay services (collectively, an “Interactive Area”). Any use of the Interactive Area or other portions of the Site violating the foregoing may result in, among other things, termination or suspension of your rights to use the Interactive Area and/or the Site. When you post, submit, or otherwise transmit User Content using the Site, you grant NGP VAN (and those we work with) a nonexclusive, worldwide, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly perform and display your User Content in any media. The rights you grant in this license are for the limited purposes of operating, promoting, and improving our Site, and to develop new sites and services. This license continues even if you stop using our Site. You represent and warrant that you have the necessary rights to grant us this license to your User Content, and that your User Content does not violate these Site Terms or any rights of any person or entity.

You agree to use caution in all interactions with other users, particularly if you decide to communicate off the Site or meet in person.  You understand that NGP VAN does not conduct criminal or other background checks on its users or otherwise inquire into the background of its users.  NGP VAN makes no representations or warranties about the conduct of users.

Enforcement of the user content or conduct rules set forth in these Site Terms is solely at NGP VAN’s discretion, and failure to enforce such rules in any instance does not constitute a waiver of our right to enforce such rules in any other instance. In addition, these Site Terms do not create any obligation for NGP VAN to ensure that the Site will not contain any content that is prohibited by the Site Terms, or any liability for our failure to do so. As a provider of interactive services, NGP VAN is not liable for any statements, representations, or content provided by its users, including in any Interactive Area. Neither NGP VAN, nor any of its clients, have any obligation to screen, edit, or monitor any of the content posted in any Interactive Area or other area of the Site.  However, NGP VAN and its clients reserve the right to monitor, and NGP VAN has absolute discretion to screen, remove, and/or edit, any content (including User Content) posted or stored on the Site, including in any Interactive Area, at any time and for any reason, with or without notice. You are solely responsible for creating backup copies of and replacing any of User Content that you post or store on the Site at your sole cost and expense.

We may publicly display certain profile information, posts, and actions you take on Interactive Areas of the Site, as further described in our Privacy Policy.  You may request that we delete information that you submit to the Site as further described in our Privacy Policy.  For purposes of clarification, once you submit or share User Content with others (e.g., other users or third parties) via the Interactive Areas of the Site, we no longer have control over those portions of your User Content.

If you submit feedback or suggestions about the Site, you agree that we may use your feedback or suggestions without obligation to you. We want your feedback and suggestions on how to make our service better.

10. Indemnification

You agree to defend, indemnify and hold harmless NGP VAN, its affiliated companies, and their respective directors, officers, employees, agents, and contractors from and against any claims, losses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to (a) your actual or alleged violation of these Site Terms, (b) your User Content, (c) your violation of the rights of any third party and / or (d) your misuse of the Site.  However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law.

11. Disclaimer and Release

OTHER THAN AS EXPRESSLY SET OUT IN THESE SITE TERMS, NEITHER NGP VAN, NOR ITS SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS, MAKE ANY SPECIFIC PROMISES ABOUT THE SITE.  THE SITE AND THE SITE MATERIALS ARE PROVIDED “AS IS”, AND NGP VAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. NGP VAN DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. NGP VAN DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  IF YOU RESIDE IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEN SOME OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS  (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SITE.  YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

12.  Liability for the Site

TO THE EXTENT NOT PROHIBITED BY LAW, NGP VAN (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES UNDER THESE SITE TERMS OR RELATING TO YOUR USE OF THE SITE.

TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF NGP VAN (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE SITE TERMS OR RELATING TO YOUR USE OF THE SITE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SITE (OR, IF WE CHOOSE, TO SUPPLY YOU THE SITE AGAIN).

IN ALL CASES RELATING TO PROVIDING YOU THE SITE, NGP VAN (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, NATURAL DISASTERS, EPIDEMICS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.

13. Binding Arbitration

Without limiting Sections 11 or 12 above, you agree to the following:‍

  1. Purpose. Any and all Disputes (as defined below) involving you and NGP VAN will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 13 (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Site Terms, this Section 13 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.
  2. Definitions. The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and NGP VAN, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to any disputes, actions, claims, or controversies between you and NGP VAN that arise from or in any way relate to or concern the Site and any other aspect of these Site Terms (including their applicability and their conformance to applicable law), and any disputes relating to any other communications either of us received from the other.  As used in this Arbitration Provision, “NGP VAN” means EveryAction, Inc. dba NGP VAN. and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Site.
  3. Mandatory Informal Dispute Resolution Process. You and NGP VAN agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective, and mutually beneficial outcome. Therefore, if either you or NGP VAN wants to bring or resolve a Dispute, you or NGP VAN must follow the mandatory informal dispute resolution process (“MDR Process”) as a precondition to the ability to file an arbitration demand or lawsuit:
    1. Notice. To initiate the MDR Process, the party with a Dispute must first give written to the other party (“Notice”). We each must individualize our Notice, meaning it can concern only our Dispute and no other person’s Dispute.To notify NGP VAN, you must send a Notice by certified U.S. Mail to the address below. The Notice must include: (a) your name, address, and contact information; (b) the name and contact of your legal counsel (if you are represented by counsel); and (c) a description of the specific facts giving rise to the Dispute, and the relief requested, including damages, if any, and a detailed calculation for them. Your Notice must include a personally signed statement from you (not your counsel) verifying the accuracy of the contents of the Notice, and if you are represented by counsel, your signed statement authorizing NGP VAN to disclose your personal information to your attorney while seeking to resolve your claim. You must send your Notice to NGP VAN by mail to:EveryAction, Inc. dba NGP VAN
      10901 Stonelake Blvd, Suite 199
      Austin, TX 78759

      To notify you, NGP VAN will send a Notice by certified U.S. mail to the billing address that you have provided to NGP VAN.  If you have not provided a billing address, NGP VAN may send the Notice to the email address we have associated with you.  The Notice must include: (a) the name and contact information of counsel for NGP VAN; and (b) a description of the specific facts giving rise to the Dispute, and the relief requested, including damages, if any, and a detailed calculation for them.  Our Notice must include a personally signed statement (from us -—not from our counsel) verifying the accuracy of the contents of the Notice.

      In order for a Notice to be considered complete, it must be provided for in the form and manner described above (a “Completed Notice”).  It is each party’s responsibility to provide that a Notice initiated by it is a Completed Notice.

    2. Timing. The mandatory informal dispute resolution process shall occur within sixty (60) days of receipt of the Completed Notice (which can be extended by agreement). The MDR Process shall terminate upon the earlier of the parties reaching a resolution of the Dispute or 60 days following receipt of a Completed Notice (plus any agreed upon extension).
    3. Good Faith Effort to Informally Resolve Disputes. You and NGP VAN agree that, after receipt of the Completed Notice, the recipient may request an individualized telephone or video settlement conference and both parties will personally attend (with counsel, if represented). You and NGP VAN agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and will work in good faith to resolve the Dispute. If the MDR Process terminates without the parties reaching an agreement to resolve the issues identified in the Completed Notice, either party may commence a proceeding as noted below.
  4. ‍Arbitration Provision and Class Action Waiver. If we are unable to resolve a Dispute through the MDR Process, you and NGP VAN agree as follows: ANY DISPUTE THAT CANNOT BE RESOLVED VIA THE MDR PROCESS WILL BE RESOLVED IN A BINDING, CONFIDENTIAL, INDIVIDUAL AND FAIR ARBITRATION PROCESS, AND NOT IN COURT, SUBJECT TO THE EXCEPTIONS NOTED BELOW. SUBJECT TO THOSE EXCEPTIONS, YOU AND NGP VAN AGREE TO WAIVE THE RIGHT TO A JURY TRIAL AND AGREE THAT YOU AND NGP VAN MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR CLASS ARBITRATION. This Arbitration Provision and class action waiver applies to all Disputes.
  5. ‍Controlling Law Regarding the Arbitration Provision. The Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) (“FAA”), including its procedural provisions, in all respects. This means that the FAA governs, among other things, the interpretation and enforcement of this Arbitration Provision and all of its provisions, including, without limitation, the arbitration process and the class action waiver. State arbitration laws do not govern in any respect. NGP VAN and you each agree that these Site Terms evidence a transaction involving interstate commerce and will be governed by and construed in accordance with federal law to the fullest extent possible.
  6. ‍Arbitration Proceedings. Any arbitration between you and NGP VAN will be administered by the American Arbitration Association (“AAA”) pursuant to their then-applicable Consumer Arbitration Rules and Optional Rules For Emergency Measures of Protection, as well as their Mass Arbitration Supplementary Rules and mass arbitration fee schedule, as applicable (“AAA Rules”), as modified by this Arbitration Provision. AAA’s rules and fee schedules can be found at www.adr.org. If there is a conflict between this Arbitration Provision and the rest of these Site Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the AAA Rules, this Arbitration Provision shall govern. If AAA will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the AAA Rules. Except in the event of a Mass Filing as described below, a single arbitrator will resolve the Dispute. Unless you and NGP VAN agree otherwise, any arbitration hearing will take place in New York, New York. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
  7. ‍Filing Fee and Costs. The initiating party must pay the filing fees for the arbitration. Your and NGP VAN responsibility to pay other administrative and arbitrator costs will be as set forth in the applicable arbitration provider’s rules, unless the arbitrator determines the claims are frivolous. If a claim is determined to be frivolous, the claimant is responsible for reimbursing the respondent for its portion of all such administrative, hearing, and/or other fees incurred as a result of the frivolous claim.
  8. Enforceability. A claim regarding enforceability of any portion of this Arbitration Provision must be brought in federal or state court. Courts shall have the exclusive authority to determine: (i) the enforceability of any or all of the procedures set forth in this Arbitration Provision; and (ii) if any or all the procedures set forth in this Arbitration Provision are unenforceable, whether that or those procedures are severable from the remaining provisions of this Provision and the consequences of said severance. If the court determines that the MDR Process or the Mass Filing provision is enforceable, it will also decide whether the party seeking to arbitrate the Dispute complied with each respective process.
  9. Overview of Arbitration. You understand there is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow the dispute resolution process described in this Arbitration Provision. Subject to this Arbitration Provision, the arbitrator has exclusive authority to resolve all issues relating to the parties’ Dispute. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages); provided that they are recoverable under these Site Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us.
  10. Related Cases and Mass Filing Procedure. If your Completed Notice involves claims similar to those of at least 25 other Site users, and if you and those other Site visitors are represented by the same lawyers, or by lawyers who are coordinating with each other, or if NGP VAN asserts 25 or more similar demands for arbitration or counterclaims against similarly-situated parties, within a period of 60 days or otherwise close in proximity, you and we agree that these claims will be related (“Related Cases”), and this shall be called a “Mass Filing.” The following procedures will apply to a Mass Filing:
    1. Acknowledgment of Related Cases Procedure. If you or NGP VAN, or your or our counsel, files a demand for arbitration that has Related Cases, then you and we agree that the demand for arbitration shall be subject to the additional protocols set forth in this sub-Section (the “Mass Filing Procedure”). If the parties disagree as to whether a series of filings fits within the definition of Mass Filing above, the arbitration provider shall resolve the disagreement. You and we also acknowledge that the adjudication of the dispute may be delayed and that any applicable statute of limitations shall be tolled from the time of filing of the demand for arbitration and pending resolution of the dispute regarding Mass Filing.
    2. Bellwether Arbitrations. Bellwether proceedings are encouraged by courts and arbitration administrators where there are multiple disputes involving similar claims against the same or related parties. The parties shall select ten individual arbitration claims (five per side), designated the “Initial Test Cases,” to proceed to arbitration. Only the Initial Test Cases shall be filed with the arbitrator. All other claims shall be held in abeyance. This means that the filing fees will be paid only for the Initial Test Cases; for all other demands for arbitration, the filing fees (together with any arbitrator consideration of the other demands) will be in abeyance, and neither You nor NGP VAN will be required to pay any such filing fees. You and NGP VAN also agree that neither you nor we shall be deemed to be in breach of this Section for failure to pay any such filing fees, and that neither you nor we shall be entitled to any contractual, statutory, or other remedies, damages, or sanctions of any kind for failure to pay any such filing fees. If, pursuant to this subsection, a party files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance and not refer them to the arbitrator pending resolution of the Initial Test Cases. Unless the claims are resolved in advance or the schedule is extended, the arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference.
    3. Global Mediation. Following the resolution of the Initial Test Cases, the parties agree to engage in a global mediation of all the remaining individual arbitration claims (“Global Mediation”), deferring any filing costs associated with the non-Initial Test Cases until the Initial Test Cases and subsequent Global Mediation have concluded. After the final awards are provided to the mediator in the Initial Test Cases, the mediator and the parties shall have 90 days to agree upon a substantive methodology and make an offer to resolve the outstanding cases. If the parties are unable to resolve the outstanding claims during the Global Mediation, the unresolved Disputes may then be administered by the arbitration provider pursuant to this Agreement’s Batch Arbitration provision below and the arbitrator’s fee schedule for mass filings, unless the parties mutually agree otherwise in writing. You and we also acknowledge that any applicable statute of limitations shall be tolled pending resolution of the Bellwether Arbitration and Global Mediation process.
    4. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and NGP VAN agree that in the event the Bellwether Arbitration and Global Mediation processes described above do not resolve the Disputes, the arbitration provider will (1) administer the remaining arbitration demands in batches of 50 demands per batch; (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). The final award will provide for individual merit decisions for each separate claimant within the single batch arbitration award. If the arbitration provider will not administer the Batch Arbitration with one set of filing and administrative fees due per side per batch, then the arbitration provider’s mass arbitration fee schedule shall apply.
    5. Opting Out. If your claim is not resolved as part of the Bellwether Arbitration and Global Mediation process outlined above, the parties shall also have the opportunity to opt out of arbitration and bring the pending Dispute to the state or federal courts located in New York County, New York, unless mandated by law to be filed in another state or federal court. The parties have 30 days of the failed Global Mediation process to opt out. This shall not provide an opportunity for either party to opt out of arbitration for other claims. You may opt out of a Mass Filing arbitration by providing written notice of your intention to opt out to the arbitration provider and to:
      EveryAction, Inc. dba NGP VAN
      10901 Stonelake Blvd, Suite 199
      Austin, TX 78759
      via USPS Priority Mail or hand delivery, or by notice to the attorney representing NGP VAN, with a copy sent via email legal@bonterratech.com. This written notice must be signed by you, even if it is also signed by your attorney. The written notice cannot be signed by an agent or other representative of yours in lieu of your signature. It must include a statement that you wish to opt out of arbitration within 30 days after the conclusion of the Global Mediation process. NGP VAN may exercise its equivalent opt-out right by sending written notice to you or your attorney, agent, or representative if you are represented.
    6. Enforcement. A Court of competent jurisdiction shall have the power to enforce the Mass Filing Procedure, including by injunctive, declaratory, or other relief.
  11. Live Testimony. You must appear to testify at any arbitration hearing personally, virtually, or in another manner authorized by law or the arbitration provider. You agree that if you fail to appear in one of these forms to testify, you consent to have the arbitrator order that the case be closed immediately.
  12. Discovery and Information Exchange. Regardless of how the arbitration proceeds, each of you and NGP VAN shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the arbitration provider’s rules. Notwithstanding the foregoing, you and we shall agree in advance to reasonable search parameters, which shall be limited to documents not otherwise readily available to the other party, and which are relevant and material to the outcome of the Dispute.
  13. Attorney’s Fees and Fee Shifting. Each of you and NGP VAN may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys’ fees unless the claim(s) at issue permit(s) the prevailing party to be paid its attorneys’ fees, and in such instance, the fees awarded shall be determined by the applicable law(s).
  14. Restrictions on Forms of Relief. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief, only to the extent necessary to provide relief warranted by that party’s individual claim, only as permitted by applicable law, and only to the extent that declaratory and injunctive relief are permitted by these Site Terms. The arbitrator shall have no authority to award punitive, exemplary, multiplied or consequential damages or any other relief except those allowed under the law and these Site Terms. The arbitrator also may not order you or NGP VAN to pay any monies to or take any actions with respect to persons other than you or NGP VAN, respectively, unless you or NGP VAN explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order, as applicable. Further, unless you and NGP VAN expressly agree, or subject to the provisions of the Mass Filing Procedure, the arbitrator may not consolidate other persons’ claims with yours or ours and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.
  15. Confidentiality. You and NGP VAN agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, an order confirming the award, or unless otherwise required by law or court order. In keeping with the confidential nature of the arbitration, you and NGP VAN agree that an order confirming the award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the arbitration award, the party seeking confirmation of the award must give the other party notice of its intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs its obligation under the terms of the arbitration award within 15 business days of such notice, the party who gave notice of its intent to confirm the award shall not seek to confirm or otherwise enforce the award.
  16. Severability. With the exception of the class action and class arbitration waiver, and the Mass Filing Procedure, if any part of this Section is deemed invalid, unenforceable, or illegal, then the balance of this Section shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, either or both of the class action and class arbitration waiver, and the Mass Filing Procedure is found invalid, unenforceable or illegal, then the remainder of this Section and this paragraph shall be null and void, but the rest of these Site Terms, including the provisions governing in which court actions against NGP VAN must be pursued and the choice of governing law will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.
  17. Court Proceedings. If a court issues a decision precluding or refusing to compel arbitration of any Dispute, the Dispute must be brought in the state or federal courts located in New York County, New York, unless otherwise mandated by law to be filed in another state or federal court. For Disputes deemed not to be subject to arbitration, neither you nor NGP VAN shall be precluded from participating in a class-wide settlement of those claims if brought by Site user or third party. If a Dispute is within the jurisdiction of small claims court, either you or NGP VAN may (after engaging in the MDR procedure) choose to take the Dispute to small claims court in New York County, New York, unless mandated otherwise by a court of law.
  18. Class Action Waiver
    PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
    You agree that you will not sue NGP VAN as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any class, consolidated, or representative proceeding (existing or future) brought by any third-party against NGP VAN.
    You and NGP VAN also agree to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and NGP VAN, including in arbitration and in state or federal court. Therefore: YOU AND NGP VAN MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF.
    The terms of this provision will also apply to any claims asserted by you against any past, present or future parent or affiliated company of NGP VAN, person or entity for whose actions NGP VAN could be liable.

14. Modifying and Terminating the Site

We are constantly changing and improving our Site. We may add or remove functionalities or features, and we may suspend or stop all or part of the Site altogether, at any time, without any notice or liability.

You can stop using our Site at any time, although we’ll be sorry to see you go. We may also stop providing the Site to you, or add or create new limits to our Site, at any time.

Sections 10-15 will survive termination or expiration of these Site Terms indefinitely.

Without limiting anything in any other section of these Site Terms, NGP VAN reserves the right to investigate and/or terminate your account if you have violated these Site Terms, misused the Site, or behaved in a way that NGP VAN regards as inappropriate or unlawful, including actions or communications that occur on or off the Site.

15. Severability

If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

16. About these Site Terms; Questions & Contact Information.

‍The laws of the United States and the State of New York, excluding New York’s conflict of laws rules, will apply to any disputes arising out of or relating to these Site Terms or the Site.

You may not assign or delegate your rights or obligations relating to these Site Terms or your account for the Site without our prior written consent.  We may assign these Site Terms or assign or delegate any of our rights or obligations at any time.

Questions or comments about the Site may be directed to NGP VAN at support@mobilize.us