VIP PREMIUM TOOLSET TERMS AND CONDITIONS (“TERMS”)

1. Subject to the terms of this Agreement, VOTE.ORG will use commercially reasonable efforts to provide you the following services (“Services”):

(1) access to VOTE.ORG’s Voter Engagement Toolset, including (a) VOTE.ORG’s voter registration tool; (b) VOTE.ORG’s absentee ballot tool; (c) VOTE.ORG’s check registration status tool; and (d) VOTE.ORG’s election reminder tool (collectively, the “Voter Engagement Toolset”); and

(2) access to VOTE.ORG’s VIP Partner Portal (the “VIP Portal”), an online software service that allows you to monitor, access, and download data associated with your instance of the Voter Engagement Toolset (“User Data”). This includes users’ name, home address, date of birth, and email address; some users also provide their cell phone number, their gender, and their race.

2. The Services do not include access to VOTE.ORG’s feature for sending voters a printed copy of their voting applications to mail to their designated elected officials (the “Print and Mail Function”), unless you additionally subscribe to the Print and Mail Function, at which point any services provided by VOTE.ORG through the Print and Mail Function are considered as part of the Services and the Voter Engagement Toolset.
3. VOTE.ORG will use commercially reasonable efforts to provide you with ongoing support for VOTE.ORG’s Voter Engagement Toolset, including: reasonable technical support services in accordance with VOTE.ORG’s standard practice, and continued improvements, updates, and features to VOTE.ORG’s platform. VOTE.ORG will try to the best of its ability to respond to support requests in a timely manner. Requests for support can be directed to engineering@vote.org.
4. In the event of a service disruption, VOTE.ORG will use commercially reasonable efforts to minimize the impact or duration of any outage, interruption, or degradation of Service.
5. RESTRICTIONS AND RESPONSIBILITIES
6. VOTE.ORG owns any and all User Data. VOTE.ORG provides you with an irrevocable, perpetual, royalty-free, non-exclusive right and license to all User Data. You may transfer or distribute the User Data to another party, provided that such transfer or distribution is solely for non-commercial purposes. You agree that (1) your use of User Data will comply with all applicable law; and (2) VOTE.ORG is not responsible for your use of User Data.
7. Both parties agree to use commercially reasonable efforts to ensure the security of all User Data. Both parties further agree to maintain on their respective websites in an obvious place the terms under which User Data will be maintained, used, and/or shared. VOTE.ORG will have no obligation to preserve, maintain, store or make User Data available after 30 days of termination of Agreement, at which point VOTE.ORG may delete or destroy User Data and all copies on its systems or otherwise in its possession or control, except to the extent prohibited by law.
8. VOTE.ORG grants you a non-exclusive, non-transferable, non-sublicensable license to use the VIP Portal during the Subscription Term for the exclusive purpose of accessing User Data. You agree not to directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the VIP Portal or to try to modify, translate, or create derivative works based on the VIP Portal.
9. You acknowledge and agree that the VIP Portal, and any content or information you access through the VIP Portal may contain proprietary and confidential information that is protected by applicable intellectual property and other proprietary rights and laws. Except where expressly provided otherwise by VOTE.ORG, nothing in the Agreement shall be construed to confer any license to any of VOTE.ORG's intellectual property rights, whether by estoppel, implication, or otherwise.
10. You represent, covenant, and warrant that you will comply with all applicable local, state, national, and foreign laws, treaties, regulations, and conventions in connection with your use of the Services, including without limitation those related to data privacy, international communications, and the export of technical or personal data. You will ensure that any use of the Services by your agents or employees is in accordance with the terms of this Agreement. You agree to notify VOTE.ORG immediately of any unauthorized use of any account or data or any other known or suspected breach of security or any known or suspected distribution of User Data.
11. You also agree to indemnify and hold harmless VOTE.ORG against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although VOTE.ORG has no obligation to monitor your use of the Services, VOTE.ORG may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
12. You are responsible for maintaining the security of any equipment needed to access the Services, your passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account with or without your knowledge or consent.
13. CONFIDENTIAL INFORMATION
14. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential or privileged and not intended to be disclosed to third parties (hereafter known as “Confidential Information”). For the purposes of this Agreement, Confidential Information includes all (a) information marked as “confidential”; (b) information and documentation of the other party, whether or not marked “confidential”, that is included within any of the following categories (i) policyholder, payroll account, agent, user, supplier, donor or contractor lists; (ii) policyholder, payroll account, agent, user, supplier, donor or contractor information; (iii) information regarding business plans (strategic and tactical) and operations (including performance); (iv) information regarding administrative, financial, or marketing activities; (v) pricing information; (vi) personnel and fundraising information; (vii) products and/or and services offerings (including specifications and designs); or, (viii) processes (e.g., technical, logistical, and engineering).
15. The term "Confidential Information" does not include any information or documentation that was: (a) already in the possession of the receiving entity without an obligation of confidentiality; (b) developed independently by the receiving entity, as demonstrated by the receiving entity, without violating the disclosing entity’s proprietary rights; (c) obtained from a source other than the disclosing entity without an obligation of confidentiality; or (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through or on behalf of, the receiving entity).
16. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give, or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement or as required by law. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep such information confidential.
17. In the event that either party is requested or required by law to disclose Confidential Information, it is agreed that the party requested to disclose Confidential Information will provide the other party with prompt, written notice of the request, so that the other party may seek an appropriate protective order and/or waive the requested party’s compliance with the provisions of this Agreement. Notwithstanding the foregoing, the requested party may disclose such Confidential Information without liability hereunder, if in the opinion of its counsel, it is compelled to do so by any court, tribunal, or other governmental authority or else be liable for contempt or suffer other censure or penalty, provided however, that the requested party must endeavor to give the other party advance written notice of the Confidential Information to be disclosed as far in advance of its disclosure as is reasonably practicable and to the extent feasible to do so seek to obtain assurances that the Confidential Information to be disclosed will be accorded confidential treatment.
18. The provisions of this Section shall survive the termination of this Agreement.
19. PRICING AND PAYMENT OF FEES
20. By signing up for a subscription, you are agreeing to the price of that subscription. That will remain your price for the duration of the Subscription Term; however, prices are subject to change at the end of the Subscription Term. VOTE.ORG will provide you with notice of any price change at least 30 days before applying any such change to your subscription.
21. You are responsible for upfront payment in full of your subscription, and such payment is nonrefundable. You acknowledge that the price VOTE.ORG is charging you for your subscription is a function of the length of your subscription (e.g., a 12-month subscription is charged at a lower monthly rate than a 6-month subscription). VOTE.ORG will not issue any refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
22. By subscribing to the Print and Mail Function, you are agreeing to pay VOTE.ORG a set-up fee and a monthly payment as described in the Agreement to cover the costs of printing and mailing voting applications (“Deposit”). Prices are subject to change. VOTE.ORG will provide you with notice of any price change at least 30 days before applying any such change. You may terminate use of the Print and Mail Function by providing fifteen (15) days written notice of termination. VOTE.ORG will refund any unused funds from the Deposit after termination of the Print and Mail Function.
23. VOTE.ORG will deduct in its sole discretion the costs associated with your instance of the Print and Mail Function from the Deposit. VOTE.ORG will alert you when your Deposit is low and provide you with an opportunity to add more funds to your Deposit. You are responsible for upfront payment in full of the Deposit. VOTE.ORG has no obligation to continue providing you Services through the Print and Mail Function, including printing and mailing voting applications, if there are no funds remaining in your Deposit.
24. By agreeing to these Terms, you are giving VOTE.ORG permission to charge any method of payment you have approved the payment for fees that you authorize.
25. RENEWAL, CANCELLATION, AND TERMINATION
26. This Agreement is for the duration of your subscription. Your subscription will automatically renew at the end of each Subscription Term unless you notify VOTE.ORG at least 15 days prior to the expiration of the Subscription Term that you would like to cancel your subscription or change to a different subscription.
27. In addition to any other remedies you may have, you may terminate this Agreement at any time by providing VOTE.ORG with fifteen (15) days written notice of termination. If you terminate, the Services will remain active for the length of the subscription term paid. You will not be entitled to any refunds or credits for partial months of Services, upgrade/downgrade refunds, or refunds for months unused with an open account.
28. VOTE.ORG has the right to terminate the Agreement if you breach the Agreement, misuse Confidential Information or User Data, or fail to pay. If VOTE.ORG terminates the Agreement for any of these reasons, VOTE.ORG may cease providing you access to the VIP Portal immediately. You will not be entitled to any refunds or credits for partial months of Services, upgrade/downgrade refunds, or refunds for months unused with an open account.
29. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
30. WARRANTY AND DISCLAIMER
31. VOTE.ORG shall use reasonable efforts consistent with prevailing industry standards to maintain the VIP Portal and Voter Engagement Toolset in a manner which minimizes errors and interruptions perform the Services in a professional and workmanlike manner. The VIP Portal and Voter Engagement Toolset may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by VOTE.ORG or by third-party providers, or because of other causes beyond VOTE.ORG’s reasonable control, but VOTE.ORG shall use reasonable efforts to provide advance notice by email of any scheduled service disruption. VOTE.ORG does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND VOTE.ORG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
32. LIMITATION OF LIABILITY
33. Neither party will be liable to the other for any failure or delay in the performance of such party’s non-monetary obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the fact.
34. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND/OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT, AND PROVIDED, FURTHER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO: (A) A PARTY’S OBLIGATIONS OF INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (C) A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
35. MISCELLANEOUS
36. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
37. You may not assign, transfer, or sublicense the Agreement without VOTE.ORG’s prior written consent. VOTE.ORG may transfer and assign any of its rights and obligations under this Agreement without consent.
38. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Any waiver or modification must be in a writing signed by both parties.
39. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind VOTE.ORG in any respect whatsoever.
40. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
41. All notices under this Agreement must be in writing and will be deemed to have been given when received, if personally delivered; or when receipt is electronically confirmed, if transmitted by facsimile or email.
42. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that an electronic signature may substitute for and have the same legal effect as a wet signature.
43. This Agreement shall be governed by the laws of the State of California and the federal laws of the United States of America.