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EveryAction CRM User Agreement

This EveryAction End User Agreement (the “Agreement”) is entered into between Indivisible Project (“Organization”), a District of Columbia nonprofit organization, and ____________ (“Authorized User”) of ___________ (“Local Group”). This Agreement sets forth the terms under which Authorized User shall have access to and use of the EveryAction Platform as licensed by the Organization. Authorized User agrees that Authorized User is not otherwise entitled to use the EveryAction Platform and, in consideration for its use, agrees to comply with and be bound by the terms of this Agreement and the EveryAction License Agreement.

  1. Definitions.
    1. “Authorized User” means an individual authorized by both the individual’s Local Group Authorized Representative and the Organization to access and use the EveryAction Platform pursuant to this Agreement and in accordance with the terms of the EveryAction License Agreement.
    2. “Contact Data” means any information that can be used to identify an individual, whether individually or in combination with other information, such as name, date of birth, physical address, email address, telephone number, location data, or any other personally identifiable information.
    3. “EveryAction License Agreement” means the EveryAction License Agreement and Standard Terms and Conditions entered into between the Organization and NGP VAN, Inc., operating under the name EveryAction (“EveryAction”), available here.
    4. “EveryAction Platform” or the “Platform” means the software and services provided by EveryAction and licensed by the Organization under the EveryAction License Agreement, including, but not limited to, the features and functionalities described in Section 3 of this Agreement that enable the Organization and its Authorized Users to store and track volunteer and donor information, create and manage volunteer events, and communicate with volunteers.
    5. “Local Group” means a local group that is registered on the Organization’s website (see list of registered groups here) and is affiliated with the Indivisible movement, including its members, however that term is defined by the Local Group.
    6. “Local Group Authorized Representative” means the person or persons who the Organization and the Local Group recognize as managing the Local Group and who have  the authority to make decisions for the Local Group for the purposes of use of the Platform.  Local Group Authorized Representatives may be added or changed upon agreement in writing (email sufficient). If a dispute arises regarding whether a Local Group Authorized Representative is recognized as managing the Local Group, the Organization will be available to work with Authorized Users and other members of the Local Group to determine the best course of action, provided that the final selection of the Local Group Authorized Representative is made solely by the members of the Local Group.
    7. “Local Group Contact Data” means any Contact Data exclusively collected and owned by Local Group, including such Contact Data that any Authorized User associated with Local Group inputs into the EveryAction Platform.
    8. “Local Group Content” means any content or data created, collected, or developed by or on behalf of Local Group for use with the EveryAction Platform, including, but not limited to, event information and communications sent through the EveryAction Platform, except Local Group Content does not include Contact Data or Voter File information.
    9. “Organization Contact Data” means any Contact Data exclusively collected and owned by the Organization.
    10. “Platform Data” means, collectively, any Contact Data or other information input, collected, or that can be accessed in the EveryAction Platform by any Authorized User or the Organization.
    11. “Usage Data” means data collected by EveryAction or the Organization pertaining to use of the tool that is collected with the intent of optimizing the use of the EveryAction Platform, including, but not limited to, usage and performance data and other metadata.
    12. “Volunteer” means any individual that signs up for an event or action input into the EveryAction Platform or who otherwise shares their Contact Data with Local Group through the EveryAction Platform.
    13. “Voter File” means information regarding voting age individuals that has been collected and compiled by third-party vendors from government-supplied voter rolls, which may include, but is not limited to, voter contact information (such as a voter’s name, address, and phone number), party registration, and vote history. Voter File information may be made available to Authorized Users by the Organization, subject to any applicable legal restrictions, licensing agreements, and availability constraints.
       
  2. Access to the Platform.
    1. Subject to the terms and conditions of the EveryAction License Agreement and this Agreement, Organization hereby grants Authorized User access to and use of the EveryAction Platform.
    2. Authorized User agrees that they have read and understood the EveryAction License Agreement, and agree to be bound by and to adhere to the terms and conditions set forth therein. Authorized User agrees that if they have any doubt about whether a particular action violates the EveryAction License Agreement or this Agreement, that they will contact the Organization and receive authorization to proceed prior to taking that action.
       
  3. Platform Functions.
    1. Authorized User understands and agrees that the EveryAction Platform presently has the following functions, which will be made available to the Authorized User:
      1. Volunteer Management: entering and managing volunteer records, such as:
        1. Contact information;
        2. Contact history and information collected through previous contact attempts, such as issue preferences and event attendance;
        3. Volunteer and leadership roles within Local Group;
        4. Participation in Local Group actions, advocacy, and events; and
        5. Donations to Local Group;
      2. List Creation: the ability to create custom lists of volunteers based on information contained in volunteer records, such as volunteer management data and participation in events;
      3. Event Management: creating and managing events, including the use of online forms to track RSVPS, attendance, and participation; and
      4. Digital Communications: communicating with volunteers through targeted email and collecting information through online forms, which can be used in conjunction with events.
    2. Authorized User understands and agrees that the EveryAction Platform functions listed above may be subject to change depending on factors that may or may not be within the Organization’s reasonable control. To the extent that any factor affecting the availability of Platform functions offered under this Agreement is within the Organization’s control, the Organization agrees to use its reasonable best efforts to maintain the availability of those Platform functions.
       
  4. Services Provided by the Organization.
    1. In connection with Authorized User’s access to and use of the EveryAction Platform, the Organization agrees to make the following services available to Authorized Users:
      1. Assisting with onboarding and ongoing data input into the EveryAction Platform;
      2. Matching volunteer records contained in Local Group Contact Data with volunteer records contained in Organization Contact Data; and
      3. Sharing volunteer information collected by the Organization about volunteers associated with Local Group, subject to the terms of this Agreement, the Organization’s Privacy Policy, and any other applicable legal restrictions;
      4. Providing information regarding best practices for procuring and tracking consent from individuals as required herein, as well as support related to the components of the EveryAction Platform that can be used to track opt-outs;
      5. Matching and supplementing volunteer records contained in Local Group Contact Data with information from the Voter File, subject to the terms of this Agreement, the Organization’s Privacy Policy, and any other applicable legal restrictions; and
      6. Other ongoing training and support as the Organization may provide from time to time.
    2. The Organization agrees to use reasonable best efforts to maintain the availability of the services listed in this Section.
       
  5. Authorized Uses. Authorized User agrees to only use the Platform to engage in activities compatible with the Organization’s principles as outlined in Appendix A to this Agreement. Authorized User agrees not to use the EveryAction Platform for any illegal activities, activities that result in personal private gain, profit-making activities, activities other than or contrary to those purposes and principles agreed upon by the Authorized User’s Local Group, or activities contrary to the Organization’s principles.
     
  6. Restrictions. Authorized User understands and agrees that the following uses of the EveryAction Platform and the data therein are prohibited:
    1. Solicitation of any individual for purchase of goods or services (other than in connection with a contribution for non-profit purposes to a non-profit organization, association or entity);
    2. Use as a factor in establishing an individual’s creditworthiness or eligibility for credit, insurance, or employment;
    3. Use as part of a database that is to be used or may be used for the purposes described in subsections (a) and (b) of this section; and
    4. Any other uses expressly prohibited in this Agreement or the EveryAction License Agreement, as well as any other use inconsistent with the Organization’s principles.
       
  7. Compliance with Laws and Regulations. Authorized User understands and agrees that the Organization is granting access to the EveryAction Platform only for the authorized uses described herein, and that Authorized User is solely responsible for ensuring that the use of the EveryAction Platform is in compliance with any and all applicable laws and regulations, including those pertaining to charitable solicitation, campaign finance, and lobbying. Authorized User further understands and agrees that, by providing Authorized User access to the EveryAction Platform, the Organization assumes no responsibility or liability for ensuring that Authorized Users of the EveryAction Platform comply with applicable laws and  regulations.
     
  8. Obligations under Other Agreements. Authorized User acknowledges that Authorized Users or Local Groups may have other contractual obligations to the Organization or third parties that are not contained within this Agreement, that this Agreement does not alter those obligations, and that the Authorized User is solely responsible for ensuring that use of the EveryAction Platform is in compliance with such contractual obligations. Authorized User further understands and agrees that by providing Authorized User access to the EveryAction Platform, the Organization assumes no responsibility or liability for ensuring that Authorized Users of the EveryAction Platform meet any other contractual obligations as described in this section.
     
  9. Monitoring. Authorized User acknowledges that the Organization is obligated to monitor Authorized Users’ use of the EveryAction Platform to ensure that such uses are in compliance with the EveryAction License Agreement. The Organization may review and investigate Authorized User’s use of the EveryAction Platform in order to take any action it deems necessary to address activity that the Organization, in its sole discretion, determines to be illegal, in violation of this Agreement or the EveryAction License Agreement, or contrary to the Organization’s principles. Authorized User agrees to cooperate with any such review or investigation.
     
  10. Data Ownership and Sharing.
    1. Any Local Group Contact Data or Local Group Content input into the EveryAction Platform by Authorized User is and will remain the exclusive property of Local Group, except as otherwise agreed by the parties in writing.
    2. By default, Authorized User will only have access to Platform Data pertaining to their Local Group. Authorized User will only be permitted to access other Local Group Contact Data and Local Group Content to the extent that such Local Group Authorized Representative grants the Authorized User express authorization. The Organization will provide and maintain a directory of Authorized Users and the Local Groups with which they are affiliated to all Authorized Users to facilitate the sharing of Local Group Contact Data and Local Group Content.  Authorized Users hereby consent to the foregoing sentence, and such sharing shall be considered consistent with the Organization’s Privacy Policy.
    3. The Organization will offer the most recent version of the EveryAction Data-Sharing Agreement to Local Group, provided that the Organization may decline to offer such Data-Sharing Agreement in its reasonable discretion.
       
  11. Data Collection, Input, and Use.
    1. Authorized User agrees to abide by the principles set forth in the EveryAction Privacy Policy (available here) and the Organization’s Privacy Policy (available here) in their access to and use of the EveryAction Platform and any Contact Data collected therein. The Organization will provide notice in writing (email sufficient) to Authorized Users of changes to the Organization’s Privacy Policy and the EveryAction Privacy Policy upon Organization’s receipt of such notice from EveryAction.
    2. Authorized User acknowledges, consistent with Section 6(h) of the EveryAction License Agreement, that to the extent Authorized User inputs any Local Group Contact Data or Local Group Content into the EveryAction Platform it does so solely at the risk and responsibility of Authorized User.
    3. Authorized User agrees, consistent with Section 6(g) of the EveryAction License Agreement, that Authorized User will not input any individual’s email into or use the EveryAction Platform to send any email communications to any individual who has not specifically requested or expressly consented to receive such communications from Local Group and the Organization. Authorized User agrees to immediately honor any individual's revocation of consent to receive email communications or request to be removed from Local Group’s contact list. Authorized User agrees to procure and track such consent in accordance with this Agreement and the EveryAction License Agreement.
    4. Notwithstanding any other provision of this Agreement, the Organization agrees not to send any email communication to any unique email address exclusively belonging to Local Group Contact Data unless Local Group and the Organization execute an agreement in writing regarding such use.
    5. Organization may access and use data input into or generated in the EveryAction Platform by the Authorized User when such access or use:
      1. Is necessary for the performance of the EA License Agreement, such as to monitor use of the EveryAction Platform subject to Section 9 of this Agreement;
      2. Is necessary for the performance of this Agreement;
      3. Satisfies a legitimate interest that is in conformance with Appendix A to this Agreement and that is not overridden by data security interests described in this Agreement, such as:
        1. Research, analysis, and training;
        2. Maintenance of the Platform, data, and data storage, including updating and backing up data;
        3. Promotion of the Platform to other Local Groups; or
        4. To protect the Organization’s legal rights and interests; or
      4. Is expressly authorized in writing by all Local Group Authorized Representatives for the applicable Local Group and for a specific purpose that is in conformance with Appendix A and the data security interests described in this Agreement.
    6. Organization may only share data input into or generated in the EveryAction Platform by Authorized User with third parties when such sharing:
      1. Is necessary for the performance of the EA License Agreement;
      2. Is necessary for the performance of this Agreement, such as updating the Voter File;
      3. Is required by law or is otherwise necessary to protect the Organization’s legal rights and interests;
      4. Is limited to Platform Data that has been aggregated and anonymized to the extent that there is no personally-identifiable information being shared and serves a legitimate interest that is in conformance with Appendix A to this Agreement and is not overridden by the data security interests described in this Agreement; or
      5. Is expressly authorized in writing by Local Group for a specific purpose that is in conformance with Appendix A and the data security interests described in this Agreement.
    7. Authorized User understands and agrees that EveryAction and the Organization may collect Usage Data pertaining to Authorized User’s use of the EveryAction Platform and may use such Usage Data for any lawful purpose in conformance with Appendix A, subject to the terms of this Agreement and the EveryAction License Agreement.
       
  12. Data Security.
    1. The Organization and any Authorized User who is allowed to access the EveryAction Platform or any Contact Data collected in the EveryAction Platform must execute this Agreement.
    2. Authorized User agrees that they will not encourage or condone unlawful activities or activities that may cause the unauthorized use of the EveryAction Platform or disclosure of information collected in the Platform.
    3. Each party agrees to take all reasonable precautions necessary to protect the security and privacy of any Contact Data or other information in the Platform. Each party agrees to promptly notify the other party upon discovering any security breach affecting the Authorized User’s data.
    4. Authorized User agrees not to:
      1. Sell any Platform Data to any person or entity;
      2. Distribute or share any Platform Data that is not Local Group Contact Data or Local Group Content, including, but not limited to, Voter File information, with persons or entities who are not affiliated with the Indivisible movement without the prior written approval of the Organization;
      3. Distribute or share any Platform Data with any candidate for public office or their campaign or any political party;
      4. Copy any Platform Data that is not Local Group Contact Data or Local Group Content, including, but not limited to, Voter File information, to any other platform without the Organization’s written approval; or
      5. Otherwise disclose, or contribute to the disclosure of, Platform Data in any way that would violate the terms of this Agreement or the EveryAction License Agreement.
    5. Organization agrees not to:
      1. Sell any Local Group Contact Data or Local Group Content to any person or entity;
      2. Except as otherwise described in this Agreement, distribute or share any Local Group Contact Data or Local Group Content with persons or entities who have not been given prior written approval of all Local Group Authorized Representative(s);
      3. Distribute or share any Local Group Contact Data or Local Group Content with any candidate for public office or their campaign or any political party;
      4. Copy any Local Group Contact Data or Local Group Content to any other platform without Local Group Authorized Representative’s written approval; or
      5. Otherwise disclose, or contribute to the disclosure of, Local Group Contact Data  or Local Group Content in any way that would violate the terms of this Agreement, the EveryAction License Agreement, or the Organization’s Privacy Policy.
    6. Authorized User agrees to always exercise reasonable care with regard to their use of the EveryAction Platform and to take reasonable precautions for its security and the security of any passwords, pins, or other keys used to access the EveryAction Platform. Authorized User agrees to immediately notify the Organization upon discovering that the EveryAction Platform or any passwords, pins, or other keys used to access the EveryAction Platform have been compromised, misused, or hacked, or that the EveryAction Platform has been subject to fraud, unauthorized use or misuse. Authorized User agrees to cooperate with any investigation regarding the compromise, hacking, fraud, or suspected misuse of the EveryAction Platform or any passwords, pins, or other keys used to access the EveryAction Platform.
       
  13. Termination.
    1. Termination of Authorized User.
      1. Authorized User or the Organization may terminate this Agreement at any time, with or without cause, by providing written notice of termination to the other party. Upon such provision of written notice of termination, Authorized User’s access to the EveryAction Platform will cease at a time specified in the written notice or at a time specified by the Organization, subject to the Organization’s reasonable discretion.
      2. Local Group Authorized Representative(s) may seek termination of Authorized User’s access to the EveryAction Platform at any time, with or without cause, by providing a written termination request to the Organization. Except as otherwise provided in this subsection, all Local Group Authorized Representatives for Local Group must approve the termination request before the Organization will initiate termination of this Agreement and Authorized User’s access to the Platform. Upon receipt of such termination request and notice of all Local Group Authorized Representatives’ approval of the request, the Organization will terminate this Agreement upon providing notice to Authorized User and Authorized User’s access to the Platform will cease at a time requested by Local Group Authorized Representative(s) or at a time to be determined by the Organization in its reasonable discretion. One Local Group Authorized Representative may cite an emergency and seek immediate provisional termination of Authorized User’s access to the EveryAction Platform, and the Organization will grant such request for provisional termination absent any evidence of bad faith, subject to the timely approval of the termination request by all Local Group Authorized Representatives.
    2. Termination of all Authorized Users associated with Local Group.
      1. The procedures set forth in this subsection will apply if any of the following conditions is true at the time of termination:
        1. Authorized User is the only Authorized User associated with Local Group;
        2. All of the Authorized Users associated with Local Group seek termination at the same time; or
        3. All Local Group Authorized Representatives seek termination of all of the Local Group’s Authorized Users.
      2. If any of the conditions set forth in subsection (c)(i) of this Section is true, then Authorized User’s access to the EveryAction Platform will cease at a time agreed upon by the Local Group Authorized Representative(s) and the Organization, provided that the Organization must allow the Authorized User(s) associated with Local Group reasonable time to export any Local Group Contact Data and Local Group Content from the EveryAction Platform prior to terminating access, subject to any reasonable technological or capacity constraints on the part of the Organization. At the agreed-upon time of termination, the Organization will terminate the Authorized User’s access to the EveryAction Platform and, subject to any reasonable technological constraints, will delete any Local Group Contact Data and Local Group Content that is exclusively the property of Local Group from the Platform.
    3. Notwithstanding any other provision in this Section, the Organization reserves the right to restrict or terminate Authorized User’s access at any time without notice if the Organization determines, in its sole discretion, that Authorized User has breached the terms of this Agreement, engaged in illegal activity, or otherwise used the EveryAction Platform to engage in activity contrary to the Organization’s principles. If Authorized User is the only Authorized User associated with Local Group at the time of termination by the Organization under this subsection, then, within a reasonable time after termination, the Organization will export and deliver any Local Group Contact Data and Local Group Content from the EveryAction Platform to Local Group Authorized Representative and, subject to any reasonable technological constraints, will delete any Local Group Contact Data and Local Group Content from the Platform.
    4. If Authorized User voluntarily discontinues their use of the EveryAction Platform, Authorized User agrees to notify the Organization no later than 10 days after ceasing use of the EveryAction Platform, so the Organization can terminate access and take any other steps it deems necessary or desirable.
       
  14. Relationship between the Parties. Nothing in this Agreement shall constitute a partnership, agency, joint venture, or employer-employee relationship between Authorized User and the Organization or authorize either party to make any representation on behalf of or in any way to bind the other party to any obligation of any kind, express or implied, to any third party, or to incur liability on its behalf.
     
  15. Indemnification & Limitation of Liability.
    1. Authorized User agrees to hold harmless and indemnify the Organization and its directors, officers, agents and employees against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage, or expense and attorneys’ fees, for injury or death to persons, for damage to property, or any other loss, liability, damage, or expense arising out of a third party claim related to Authorized User’s use of the EveryAction Platform for unauthorized, illegal, noncompliant or otherwise unlawful purposes as set forth herein.  Organization agrees to hold harmless and indemnify the Authorized User against any and all loss, liability, damage, or expense, including any direct, indirect or consequential loss, liability, damage or expense and attorneys’ fees, for injury or death to persons, for damage to property, or any other loss, liability, damage, or expense arising out of or in any way related to Organization’s use of the EveryAction Platform for unauthorized, illegal, noncompliant or otherwise unlawful purposes as set forth herein.
    2. Notwithstanding anything else herein or otherwise, and except for instances of bodily injury, gross negligence, or intentional misconduct, no party to this Agreement shall be liable or obligated to any other party to this Agreement with respect to the subject matter hereof or under any contract, negligence, strict liability or other legal or equitable theory (i) for any damages in amounts in excess of $100; (ii) for any incidental or consequential damages; or (iii) for any matter beyond its reasonable control.
       
  16. Entire Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter herein and expressly supersedes all prior written and oral agreements and understanding between the parties hereto with respect to the subject matter hereof.
     
  17. Amendment. No modification of or amendment to this Agreement will be effective unless in writing, mutually-agreed upon by the parties to this Agreement, and signed by the Authorized User and Organization.
     
  18. Severability. If any provision of this Agreement is, becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to the applicable laws so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the parties hereto, it shall be stricken and the remainder of this Agreement shall remain in full force and effect.
     
  19. Headings. The headings of the paragraphs of this Agreement are for the convenience of reference only and shall not limit or otherwise affect any of the terms of this Agreement.
     
  20. Waiver. No waiver by a party of any breach of or default under this Agreement shall be deemed to be a waiver of any other breach or default of any kind or nature, whether or not such party knows of such breach or default at the time it accepts such payment or performance. No failure or delay on the part of a party to exercise any right it may have with respect to this Agreement shall prevent the exercise thereof by such party at any time such other party may continue to be in default, and no such failure or delay shall operate as a waiver of any default. A failure by either party to insist upon strict compliance with any of the terms of this Agreement in any instance shall not be construed as a waiver of such terms in the future.
     
  21. Joint and Several Liability. The liability of any party signing this Agreement shall be joint and several.
     
  22. Governing Law. The parties hereto expressly agree that this Agreement will be governed by, interpreted under, and construed and enforced exclusively in accordance with the laws of the District of Columbia.

Appendix A

Organization’s Principles

To register a local group as part of the Indivisible movement on the Organization’s website, the group must certify their agreement with the following principles:

  1. Resist Trump's agenda. We believe Trump’s agenda is racist, misogynistic, authoritarian, and corrupt, and it must be stopped
  2. Embrace progressive values. We model inclusion, respect, and fairness in all of our actions.
  3. Coordinate and collaborate. We partner with other Indivisible groups on advocacy, elections, and national Indivisible campaigns.
  4. Build a strong and strategic movement. We focus our efforts to maximize our impact, winning progressive policy victories and taking power at the local, state, and federal level.

These principles may be subject to change at the Organization’s discretion. The most recent list of the Organization’s principles can be found here.

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