Terms of Agreement:

CIVIC TECHNOLOGY TERMS & CONDITIONS

Please read these Civic Technology Terms and Conditions (these “Terms”) of Rock the Vote (“RTV”) carefully before proceeding. By placing (or linking to) RTV's civic technology, including RTV's Online Voter Registration, Voter Status Lookup, Pledge to Vote, and Absentee Ballot Request tools (the “RTV Tools”), on the website of the organization you represent (“Organization”), or if your Organization otherwise accesses or uses the RTV Tools, then as of the date your Organization first places (or links to) the RTV Tools on its website, or anyone at Organization otherwise accesses or uses the RTV Tools (the “Effective Date”), (i) Organization agrees to be bound by all of the terms and conditions set forth herein, including any terms and conditions incorporated herein by reference, and (ii) you represent and warrant that you are expressly authorized to bind Organization to these Terms. For the avoidance of doubt, if Organization does not accept these Terms, Organization shall not be permitted to place (or link to) on its website, or otherwise access or use, the RTV Tools.

1. Definitions.
   1. “Contact Data” means contact information of Users of the RTV Tools, including but not limited to, names, addresses, telephone numbers and/or email addresses.
   2. “Licensed RTV Tools” means the RTV Tools licensed to Organization under these Terms, including without limitation, RTV's copyright, patent, trade secret, trademark, and other intellectual property rights in and to the RTV Tools. 
   3. “RTV Marks” means all names, logos, trade names, trademarks, service marks and other marks owned or used by RTV. 
   4. “Sensitive Data” means state drivers' license numbers, state-issued identification numbers of any kind, and/or Social Security numbers of Users.
   5. “Third Party” means any person, company, organization, or entity, including any partner of Organization, which is not a party to these Terms.
   6. “User Data” means (a) Contact Data and (b) Sensitive Data, collectively.
   7. “Users” means individual persons that register to vote using, or interface with or use, the RTV Tools.
2. Grant of License; Restrictions on Use of Licensed RTV Tools; Non-Competition.
   1. License. Subject to the terms and conditions set forth herein, and the terms of the OSET Institute Public License version (as the same may be further updated) found here: https://www.osetinstitute.org/public-license/ (“OSET Public License”) concerning any open source software, RTV hereby grants to Organization a worldwide, non-exclusive, non-assignable, non-sublicensable license during the Term (as defined below), to use the Licensed RTV Tools for the purpose of furthering Organization's goal of registering voters and increasing civic engagement (the “License”). As consideration for granting the License to Organization, Organization grants RTV the right to publicly reference RTV as a partner of Organization, including but not limited to use of any of Organization's trademarks, as well as the right to publish how many Users were registered to vote by Organization using the Licensed RTV Tools. For clarity, the License is unique to Organization and may not be sub-licensed, transferred or assigned to any other person or party without RTV's prior written consent.
   2. Restrictions on Use of Licensed RTV Tools.  The License is granted by RTV to Organization subject to Organization's adherence to the following restrictions. Failure to adhere to any of the following restrictions shall constitute a material breach of these Terms. The following restrictions shall apply to all uses of the Licensed RTV Tools by Organization:
      1. Organization shall not use the Licensed RTV Tools in any manner inconsistent with the License granted in Section 2.1 or its purposes.  
      2. Organization shall promptly direct to RTV any inquiries from any Third Party or any other persons concerning use of the RTV Tools; and
      3. Organization shall promptly notify RTV as soon as reasonably practicable if it becomes aware of any use of the Licensed RTV Tools by Organization or any Third Party or Users that is inconsistent with the License.
      4. Organization shall not require or request payment or fees for use of the Licensed RTV Tools by any Third Party or Users;
      5. Organization shall not distribute, re-license, sublicense, transfer or assign the Licensed RTV Tools to any Third Party, without the express prior written consent of RTV;
      6. Organization shall not allow, authorize or permit any Third Party to (i) use, copy or prepare derivative works based on, the Licensed RTV Tools, or (ii) embed or use the Licensed RTV Tools in any platform, website, social media site or in any other sites or materials, without the express prior written consent of RTV;
   3. RTV's Ownership Rights.
      1. RTV has and will retain sole and exclusive ownership of RTV's rights, title and interest in and to the Licensed RTV Tools and the RTV Marks.
      2. Organization acknowledges RTV's ownership of the Licensed RTV Tools and RTV's intellectual property rights in and to the Licensed RTV Tools and agrees that it will do nothing inconsistent with such ownership or its attendant rights.
      3. Organization acknowledges RTV's ownership of the RTV Marks and agrees that Organization will do nothing inconsistent with such ownership. Organization agrees that all trademark goodwill and any rights arising from the use of the RTV Marks by Organization do and shall belong solely and exclusively to RTV. 
      4. Organization acknowledges, that access to the RTV Tools does not confer and shall not be considered as conferring upon Organization or anyone any right or license under any RTV intellectual property rights, beyond the express rights granted herein.
      5. Organization shall use the Licensed RTV Tools only in accordance with the terms of this Agreement.  Organization's rights to the Licensed RTV Tools are subject to the terms and conditions of this Agreement and are limited to those granted in this Agreement.
   4. No Modifications of Licensed RTV Tools; Obligations of Organization.
      1. Organization shall not make any modifications to the Licensed RTV Tools in any way, including but not limited to removal of any RTV Marks, copyright notices or any other markings, legends, or notices. Subject to the OSET Public License as to any open source software, Organization shall not reverse engineer, de-compile or prepare derivative works based upon the Licensed RTV Tools.
      2. Organization shall notify RTV of any technical issues with any RTV Tools immediately upon discovery by contacting civictech@rockthevote.org.
      3. Organization shall not modify the attribution legend, which shall remain viewable at the bottom of all Licensed RTV Tools, which includes, but is not limited to a link to the RTV homepage, RTV's Privacy Policy, and the following statement: “Powered by Rock the Vote.” Inclusion and ongoing maintenance of this attribution legend is a condition of access to, and continued use of, the Licensed RTV Tools, and omission of this attribution legend on Licensed RTV Tools shall constitute a material breach of these Terms, unless such condition is waived in writing by RTV.
      4. Organization shall not use the RTV Marks, other than as set forth herein, without the prior written consent of RTV. For clarity, Organization shall not: (i) use the RTV Marks in any manner likely to cause confusion with Organization or any Third Party; (ii) use the RTV Marks to endorse Organization, any Third Party, or any product or service without the express prior written approval of RTV; or (iii) use or register any domain names that include the RTV Marks or any names confusingly similar to the RTV Marks.
      5. Organization acknowledges RTV's ownership of the RTV Marks and agrees that Organization will do nothing inconsistent with such ownership. Organization agrees that all trademark goodwill and any rights arising from the use of the RTV Marks by Organization do and shall belong solely and exclusively to RTV
   5. Non-Competition.  During the Term and for a period of two (2) years following termination or expiration of these Terms, Organization shall not, without obtaining RTV's prior written consent, directly or indirectly develop (or hire a third party to develop) or attempt to develop any product, tool or service that directly competes with the RTV Tools. 
3. Rights in and to User Data. 
   1. Contact Data generated from Organization's use of the Licensed RTV Tools shall be solely and exclusively owned by RTV.
      1. Organization acknowledges that Users generated by Organization's use of the Licensed RTV Tools: (a) will be given the opportunity to opt in to receive communications by/from RTV; and (b) will be added to RTV's election reminder program.
      2. Organization acknowledges that RTV may publicly discuss the total number of Users of RTV's platforms and the RTV Tools, the aggregate number of partners that used the RTV Tools, and the number of total registrations that RTV and its partners jointly processed.
      3. Organization acknowledges that RTV may add Users generated by Organization to RTV's User databases and such Users may receive information and messages from RTV.
      4. Organization acknowledges that RTV may include Contact Data generated by Organization in the voter file vendor User Database utilized by RTV.  RTV will use its best efforts to segment and tag Contact Data generated by Organization to attribute it to Organization.  
      5. Organization hereby consents to all actions taken by RTV, consistent with its Privacy Policy and these Terms, with respect to all information Organization provides to or in connection with the RTV Tools.
   2. Sensitive Data. Organization shall not collect, capture, store, use, sell or deliver any Sensitive Data to any Third Party. In the event Organization obtains or possesses Sensitive Data, Organization shall immediately delete all such Sensitive Data in its possession. 
   3. Organization shall promptly notify RTV of any breach or security incident, including but not limited to a data breach, that may impact User Data collected by Organization's use of the Licensed RTV Tools.
4. Security of User Data; Compliance with Laws.
   1. Organization shall immediately notify RTV via email at civictech@rockthevote.org of any instances of unauthorized access or any other issue relating to security, protection, storage, transfer or access of or to User Data.  
   2. Compliance With Laws. Organization agrees to use, and to cause its Users to use, the Licensed RTV Tools only for lawful purposes and in accordance with all federal, state and local laws and regulations applicable to the Licensed RTV Tools. Organization is expressly prohibited from violating or attempting to violate the security of the Licensed RTV Tools, including, without limitation, the following: (a) accessing data not intended for Organization or logging onto a server or an account which Organization is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user, host or network, including, without limitation, via means of submitting a virus to the Licensed RTV Tools, overloading, flooding, spamming, mail-bombing, or crashing; or (d) sending or relaying unsolicited email, including promotions and/or advertising of products or services. Organization further agrees not to misrepresent its identity while using or providing access to the Licensed RTV Tools or interfere or attempt to interfere with the proper working of the Licensed RTV Tools.
   3. Organization must provide and use a secured site (https) in order to embed the Licensed RTV Tools.
   4. Devices. In the event Organization provides access to mobile devices, tablets, laptops or desktop computers (“Devices”) to Users to enable them to utilize the Licensed RTV Tools, Contact Data, or RTV systems: (1) all Devices shall be free of potential malware; (2) Devices that have been “jail broken” (i.e. restrictions removed to gain access to operating systems) shall not be used; and (3) a vetted, known, secure wireless connection shall be used, or if not available, cellular networks shall be used to access the Licensed RTV Tools, Contact Data, or RTV systems. No unknown, unsecured wireless access may be used in connection with the Licensed RTV Tools, Contact Data, or RTV systems. 
5. Term and Termination.
   1. Term. These Terms will be effective as of the Effective Date and continue until the one (1) year anniversary of the Effective Date (the “Initial Term”), provided that these Terms shall then be renewed automatically for successive one-year periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless these Terms are terminated by written (including electronic) notice of termination delivered by one Party to the other Party at least sixty (60) days prior to the end of the Initial Term or any Renewal Term, as applicable. 
   2. Termination.  RTV may terminate these Terms at any time for any reason upon thirty (30) days written notice from RTV to Organization.
   3. Termination for Breach.  
      1. In addition to or in lieu of its rights to terminate this Agreement upon a breach by the other party, each party may pursue any remedies it has at law or in equity.
      2. If Organization materially breaches Section 4 or Section 5, then RTV may immediately terminate this Agreement by providing written notice to Organization.
      3. If a material breach by either party of a provision of this Agreement occurs, other than a material breach by Organization of Section 4 or Section 5, which material breach is not cured within ten (10) days after written notice by the other party, then the nonbreaching party may terminate this Agreement.
   4. Effect of Termination. Upon termination of these Terms: 
      1. the relevant provisions of Sections 2, 3, 5, 7, 8, 9 shall survive termination of these Terms.
      2. Organization shall immediately cease use of the Licensed RTV Tools and all RTV intellectual property and immediately remove the Licensed RTV Tools from all of its websites, social media accounts and other sites, platforms and materials.
      3. the licenses granted pursuant to these Terms to Organization, including the License shall immediately terminate; 
6. Representations and Warranties.
   1. Organization's Representations. Organization represents and warrants to RTV as of the Effective Date that:
      1. No Breach. Organization's performance of these Terms will not result in a breach of, default under, or conflict with any agreement or duty to keep in confidence proprietary information of any other person that has been acquired by Organization in confidence or in trust at any time.
      2. No infringement. Organization has any rights it covenants to transfer or grant under these Terms, and fulfilling Organization's obligations hereunder does not infringe the proprietary right of any other person, and Organization shall not use the Licensed RTV Tools in any way that infringes any third party rights; and
      3. Licensing. Organization holds any and all licenses, certificates, authorizations, and registrations to permit it to perform its obligations under these Terms;
      4. Authority to Execute. Organization has full power and authority to enter into these Terms and to perform Organization's obligations hereunder, the individual entering the Organization into these Terms has the full power and authority to so act on behalf of the Organization, and Organization is not a party to any agreement with, and has no other understanding with, any other person or entity that would prevent Organization from entering into these Terms or performing Organization's obligations under these Terms;
7. Disclaimer of Warranties; Indemnification; Limitation of Liability.   
   1. Disclaimer of Warranties. Other than as expressly stated in these Terms, RTV makes no warranties or representations as to the performance, quality, or suitability of the Licensed RTV Tools, including without limitation any promise that the Licensed RTV Tools will be error-free or will operate without interruption, and, to the extent permitted by applicable law, it disclaims all implied warranties, including those of merchantability and fitness for a particular purpose.
   2. Indemnification by Organization. Organization shall defend, indemnify and hold harmless RTV, its affiliates, and their respective directors, officers, employees, agents, attorneys, and assigns (the “RTV Parties”) from and against all claims, liabilities, suits, losses, damages and expenses, including without limitation costs and attorneys' fees brought or asserted by any third party (collectively “Claims”), relating to or resulting from:
      1. any use of the Licensed RTV Tools by Organization that is not expressly authorized by these Terms. 
      2. any Claims that Organization's use of the Licensed RTV Tools or related intellectual property infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any third party; or 
      3. Organization's breach or failure to perform any of its representations, warranties, or covenants set forth in these Terms;
      4. Organization's breach or failure to perform any obligation of Organization under these Terms; 
      5. Organization will not consent to the entry of a judgment or settle any Claim without RTV's prior written consent, which may not be unreasonably withheld. Organization will use counsel reasonably satisfactory to RTV, and the RTV Parties will cooperate in the defense at Organization's expense. If any RTV Party reasonably determines that any Claim might have an adverse effect on an RTV Party, that RTV Party may take control of the defense at its expense (without limiting Organization's indemnification obligations). Organization's obligations under this Section 7 are independent of its other obligations under these Terms.
   3. Limitation of Liability. In no event, including, but not limited to, negligence, shall RTV be liable under these Terms for any incidental, punitive, special, consequential or indirect damages, including but not limited to, lost profits.   
8. Infringement.
   1. Organization shall promptly notify RTV of any potential or actual infringement of any third party's rights as may come to Organization's attention which arise out of the License granted to Organization under these Terms.
   2. In the event of any potential or actual infringement of the Licensed RTV Tools, RTV reserves the exclusive right, but is not required, to take any legal action or other measures to protect the Licensed RTV Tools against such infringement.
9. General Provisions.
   1. Entire Agreement. These Terms set forth the entire understanding and agreement of the parties and supersede any other agreements and understandings (written or oral) between the parties with respect to their subject matter.  
   2. Waiver and Amendment. 
      1. This Agreement may be amended only by a written agreement, executed by the parties. 
      2. Waiver of any breach of any provision hereof may not be deemed a waiver of any other breach of the same or any other provision hereof.
      3. No breach of any provision of this Agreement may be waived unless in writing.
   3. Assignment. Organization may not assign these Terms to any person or entity without the prior written consent of RTV, and any such assignment without such prior written consent will be void. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, and permitted assigns.
   4. Severability. In the event any one or more of the provisions contained in these Terms is held by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the parties shall attempt to agree upon a valid and enforceable provision that is a reasonable substitute for such invalid and unenforceable provision in light of the tenor of these Terms, and, upon so agreeing, shall incorporate such substitute provision into these Terms. 
   5. Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the District of Columbia, without regard to its principles of conflicts of laws. Organization expressly waives any and all rights, including those related to privacy, to the extent such rights are different and/or in conflict with those rights protected by federal or District of Columbia laws. RTV controls and operates the site from its headquarters in the District of Columbia, United States of America. RTV does not represent that the RTV Tools are appropriate or available for use in any locations outside of the United States of America. Persons who choose to access the site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
   6. Arbitration. Any dispute or controversy arising out of, in relation to, or in connection with these Terms, or the making, interpretation, construction, performance or breach hereof, shall be finally settled by binding arbitration in Washington, D.C. conducted by the American Arbitration Association (“AAA”) in accordance with its rules. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Such arbitration proceeding shall be conducted by three (3) arbitrators, which shall consist of (i) one (1) arbitrator appointed by RTV, (ii) one (1) arbitrator appointed by Organization, and (iii) one (1) one arbitrator jointly appointed by the arbitrators appointed under (i) and (ii) ((i), (ii) and (iii), collectively, the “Arbitrators”). Each of the Arbitrators shall be appointed from the AAA's National Roster of Arbitrators in accordance with the AAA's rules. The Arbitrators may grant injunctive or other relief in such dispute or controversy.  The decision of the Arbitrators shall be final, conclusive and binding on the parties.  Judgment may be entered on the Arbitrators' decision in any court of competent jurisdiction.  RTV and Organization agree that, any provision of applicable law notwithstanding, they will not request and the Arbitrators shall have no authority to award, punitive or exemplary damages against either RTV or Organization.  The costs of the arbitration, including administrative and arbitrators fees, shall be shared equally by RTV and Organization.  Each of RTV and Organization shall bear the cost of its own attorneys' fees and expert witness fees.  Nothing in this Section shall preclude either RTV or Organization from seeking interim or provisional relief in the form of a temporary restraining order, preliminary injunction, or other interim relief concerning a dispute prior to or during an arbitration pursuant to this Section necessary to protect the interests of RTV or Organization, as applicable.