Version 2026.04 · Last Updated: April 16, 2026
Effective Date: As of the date the Order Form is executed. Last Updated: April 16, 2026 (Version 2026.04) This Master Subscription Agreement ("Agreement" or "MSA") governs access to, and use of, the web‑based planning software platform and related services (the "Service") provided by Focal Dataworks LLC, a Minnesota limited liability company ("Focal"). This Agreement applies to subscribing municipal governments ("Customer" or "City") that have executed an Order Form referencing this Agreement.
The Service is a web‑based planning software platform designed exclusively for U.S. municipal governments. It provides: • Access to aggregated, publicly available data derived from federal sources, including but not limited to the U.S. Census Bureau's American Community Survey. • Tools to develop, organize, present, implement, and track a strategic plan. The Service provides city‑wide, high‑level publicly available data only. Customer may input descriptive planning information (e.g., priorities, goals, projects, progress) but may not upload sensitive personal information.
Each subscription is designed to support and deliver contextual information for one municipality. A separate subscription is required for each city.
The following documents are incorporated into this Agreement by reference, in each case as identified by version and effective date on the executed Order Form: • The Order Form ("OF"), which is the controlling document for each subscription. • Schedule A — Subprocessor List. • The Privacy Policy ("PP") available at www.focaldataworks.com/privacy-policy. • The User Terms & Acceptable Use Policy ("UT") available at www.focaldataworks.com/user-terms, which each authorized user must accept upon account creation. Together with any duly executed addenda referenced on the OF, these documents constitute the "Agreement" between the parties.
The individual accepting the Order Form on behalf of Customer represents and warrants that they hold the title indicated on the OF and have the authority to bind the Customer to this Agreement, and shall serve as the default Account Administrator (role: Owner). The Account Administrator: • will be emailed an activation link upon successful payment configuration; • may invite additional authorized users; • may grant authorized users View, Edit, or Admin privileges within the City's account.
Customer may add an unlimited number of users at no additional cost. Authorized users may include, but are not limited to: • City employees; • City council members and elected officials; • Board or commission members; • Third‑party consultants retained by the City. Each user must accept the User Terms & Acceptable Use Policy upon first login as a condition of access. Customer is responsible for all activity conducted under its account and by its authorized users.
The Service is offered on a monthly recurring subscription, billed monthly, at $2,000 per month per municipality, unless a different fee is set forth on the Order Form.
Customer shall pay Subscription Fees by one of the following methods, as selected on the Order Form: • ACH transfer via the Stripe billing portal (default); • Credit or debit card via the Stripe billing portal; or • Purchase Order ("PO") issued by Customer's procurement office, billed via Stripe invoice. Where Customer elects PO‑based billing, the PO number, billing address, and any applicable PO terms shall be set forth in the Order Form (including any addenda thereto). PO terms shall not modify the substantive terms of this Agreement except to the extent expressly accepted in writing by Focal in the Order Form. Pre‑printed terms on a PO that conflict with the Agreement are rejected and have no force or effect. Regardless of payment method, Customer must maintain valid payment information on file (including for any free trial or promotional access) so that billing can commence at the end of any free or promotional period.
Invoices are issued monthly in advance. Where Customer pays by ACH or card, the Stripe billing portal will charge the payment instrument on the invoice date. Where Customer pays by PO, payment is due net thirty (30) days from invoice date unless a different period is specified on the Order Form.
Subscriptions automatically renew for successive monthly terms. Customer may cancel renewal anytime by canceling through the Stripe billing portal prior to the renewal date or by providing written notice to billing@focaldataworks.com.
If payment is not received within thirty (30) days of the due date, Focal may suspend access upon at least fifteen (15) days' prior written notice. Customer Content will be retained for up to ninety (90) days following suspension to allow reactivation.
Customer's payment obligations are subject to annual appropriation and budgeting requirements applicable to municipal governments. In the event sufficient funds are not appropriated, Customer may terminate this Agreement without penalty upon written notice.
Focal may modify, replace, or discontinue a specific subscription plan upon at least ninety (90) days' written notice prior to renewal. In the event of such discontinuation, Focal will offer Customer a successor plan that provides materially similar or enhanced functionality. Focal will not require Customer to transition to a higher‑priced plan during the then‑current subscription term. Any pricing changes shall apply only upon renewal.
Customer agrees to: • Use the Service solely for lawful governmental purposes; • Ensure authorized users comply with this Agreement and the User Terms; • Maintain confidentiality of login credentials; • Notify Focal promptly of unauthorized access. Customer shall not: • Reverse engineer, decompile, or attempt to extract source code; • Resell, sublicense, or commercially exploit the Service; • Use the Service for any unlawful purpose.
All third‑party data provided through the Service is sourced from publicly available federal datasets. Focal does not claim ownership over such public data. Focal does not guarantee the completeness, accuracy, or timeliness of third‑party data.
Customer retains ownership of all content it inputs into the Service, including strategic plans, goals, descriptions, timelines, and project information ("Customer Content"). Customer grants Focal a limited, non‑exclusive license to use Customer Content solely for purposes of providing and improving the Service.
All software, methodologies, platform design, analytics frameworks, visualizations, documentation, system architecture, and related intellectual property are owned exclusively by Focal. No rights are granted except as expressly set forth in this Agreement.
Focal's collection, use, and protection of information in connection with the Service is described in the Privacy Policy ("PP"), which is incorporated into this Agreement by reference. The version of the PP in effect on the Order Form Effective Date governs the subscription, unless and until updated in accordance with §17 (Modifications).
"Subprocessor" means a third‑party service provider engaged by Focal to process or store Customer Content in connection with providing the Service. A current list is maintained in Schedule A.
The Service is not designed to collect, process, or store: • Personally identifiable health information (PHI); • Criminal justice information (CJI); • Sensitive personal identifiers (e.g., Social Security numbers). Customer agrees not to input such information into the Service.
Focal implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content.
Customer Content is hosted in Microsoft Azure data centers located within the United States. Focal does not intentionally transfer Customer Content outside of the United States. Focal may engage U.S.‑based Subprocessors in connection with hosting, infrastructure, security, analytics, communications, or payment processing, as further described in Schedule A.
Customer acknowledges that it is subject to applicable public records, freedom of information, and open records laws (collectively, "Public Records Laws").
Customer is solely responsible for determining whether any Customer Content or related record is responsive to a public records request and whether any exemption, redaction, or withholding applies. Focal will not act as the decision‑maker on disclosability and will not perform legal analysis on behalf of Customer.
If Focal receives a public records request directly relating to Customer Content, Focal shall: • promptly notify Customer (to the extent legally permitted); • not disclose Customer Content except as permitted under the Agreement or required by law; • reasonably cooperate with Customer's instructions regarding response.
Customer shall reimburse Focal for the reasonable, documented costs incurred by Focal in responding to a public records request relating to Customer Content, including but not limited to outside legal fees, document collection and production costs, and personnel time billed at Focal's then‑current standard rates. Where practicable, Focal will provide Customer with an estimate before incurring such costs.
Focal is not required to create new records, perform legal analysis, or waive applicable exemptions. Nothing in this Agreement shall require Focal to waive trade secret protections or proprietary rights in its software.
Each Party shall protect the other Party's confidential information using reasonable care and use such information solely for purposes of performing under this Agreement. Confidentiality obligations do not apply to information that is: • publicly available; • independently developed; or • disclosed pursuant to public records laws.
Focal will use commercially reasonable efforts to maintain Service availability. Scheduled maintenance may occur with advance notice where practicable. Focal does not guarantee uninterrupted or error‑free operation, and no service‑level commitment is made under this Agreement except as may be expressly set forth on an executed Order Form.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOCAL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Focal does not warrant that: • the Service will meet all of Customer's expectations; • federal datasets will remain available indefinitely; or • data will be error‑free.
To the extent permitted by applicable law: • Neither Party shall be liable for indirect, incidental, consequential, special, or punitive damages. • Each Party shall be limited to direct damages caused by its negligence or willful misconduct, subject to statutory caps. • Focal's total aggregate liability shall not exceed the greater of (i) the fees paid in the twelve (12) months preceding the claim, or (ii) applicable statutory caps, if any.
Nothing in this Agreement shall be construed as a waiver of Customer's sovereign immunity or statutory liability limitations.
Focal shall defend and indemnify Customer against third‑party claims alleging that the Service infringes U.S. intellectual property rights, provided Customer: • promptly notifies Focal; • allows Focal to control the defense; and • cooperates reasonably.
To the extent permitted by law, Customer shall be responsible for claims arising from: • misuse of the Service; • violation of law; or • Customer Content. Nothing in this Agreement shall be interpreted as an indemnification obligation beyond what is permitted under applicable state law.
Focal shall maintain commercially reasonable insurance coverage consistent with industry standards, including: • Commercial General Liability; • Technology Errors & Omissions / Cyber Liability. Certificates of insurance may be provided upon request.
Either Party may terminate for material breach if not cured within thirty (30) days after written notice. Upon termination: • access to the Service shall cease; • Customer may request export of Customer Content within ninety (90) days; • Focal may delete Customer Content thereafter.
This Agreement shall be governed by the laws of the State of Minnesota, without regard to conflict of law principles. Venue for any dispute shall lie in state or federal courts located in Minnesota, unless otherwise required by applicable law. Nothing herein shall waive sovereign immunity or jurisdictional limitations applicable to Customer.
To the extent required by law, Customer may audit Focal's compliance with this Agreement upon reasonable notice, limited in scope to information relevant to the Services and subject to confidentiality obligations.
Focal may update this Agreement from time to time. Material changes will be provided to Customer in writing prior to their effective date and will apply upon the next renewal term unless otherwise agreed in writing. Continued use of the Service after the effective date of the renewal term constitutes acceptance of the revised Agreement. The version and effective date of the MSA, PP, and UT applicable to a given subscription are captured on the Order Form for that subscription.
In the event of any conflict, ambiguity, or inconsistency among the documents constituting the Agreement, the following order of precedence applies, with earlier‑listed documents controlling over later‑listed documents: (1) The Order Form (including any addenda or special terms expressly set forth or attached thereto and signed by both Parties); (2) This Master Subscription Agreement ("MSA"); (3) Schedule A (Subprocessor List), the Privacy Policy ("PP"), the User Terms & Acceptable Use Policy ("UT"), and any other policies, schedules, statements, or disclosures incorporated by reference (collectively, "Incorporated Materials"). For clarity: the Order Form prevails over the MSA, the Incorporated Materials, and any pre‑printed terms on a Customer purchase order. The MSA prevails over the Incorporated Materials. Among the Incorporated Materials, where two or more conflict, the document most specifically addressing the matter at issue controls; if still in conflict, the order is: Schedule A, PP, UT, then any other incorporated document.
Neither Party shall be liable for failure to perform due to causes beyond reasonable control, including acts of God, natural disasters, governmental actions, or infrastructure failures.
This Agreement, together with the executed Order Form and all Incorporated Materials, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous communications, proposals, and understandings.
Note: This document is provided for reference purposes. The binding version of the Master Subscription Agreement is the one incorporated by reference in the Order Form executed during the subscription signup process. To request a paper copy at no additional charge, contact legal@focaldataworks.com.