This Data-Sharing Agreement (the “Agreement”) is entered into between Indivisible Project (“Organization”), a District of Columbia nonprofit organization, and _____________________________ (“Local Group”).
- Definitions. For the purposes of this Agreement, the following terms have the meanings given to them below:
- “Area of Representation” is the defined geographic area that corresponds with the area from which the Local Group draws its membership, as identified by the Local Group and confirmed by the Organization based on information the Organization has pertaining to Local Group, discussions with Local Group leaders, the data Local Group holds, and the types of work Local Group does, provided that the Organization will have reasonable discretion as to provide the methodology used to define that geographic area for Database-segmentation purposes.
- “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.
- “Database” means a central database administered by the Organization that will contain all shared Local Group and Organization Contact Data.
- “EveryAction” means the software and services provided by EveryAction and licensed by the Organization under the EveryAction License Agreement between the Organization and NGP VAN, Inc.
- “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.
- “Local Group Authorized Representative” means a person who the Organization and the Local Group recognize as managing the Local Group and as having authority to make decisions for and bind Local Group for the purposes of this Agreement.
- “Local Group Contact Data” is all historical and future Contact Data held by the Local Group pertaining to individuals who consented to be contacted by Local Group and the Organization under Section 5 of this Agreement, provided that Local Group may exclude, at its option, any Contact Data that Local Group has identified as spam, unresponsive, or inactive, or that Local Group is otherwise restricted from sharing with the Organization.
- “Organization” means Indivisible Project, and any successor organization.
- “Organization Contact Data” is all historical and future Contact Data that is held by the Organization pertaining to individuals who consented to be contacted by the Organization and Local Group under Section 5 of this Agreement, provided that the Organization may exclude, at its option, any Contact Data that the Organization has identified as spam, unresponsive, or inactive, or that the Organization is otherwise restricted from sharing with Local Group.
- Populating the Database. Upon execution of this Agreement both parties shall agree in writing (email sufficient) on a deadline by which Local Group shall add Local Group Contact Data to the Database and Organization shall add Organization Contact Data to the Database. Either party may extend the deadline for the other party’s performance upon request and at its discretion. If one party fails to meet the agreed-upon deadline for adding its Contact Data to the Database, the second party will promptly notify the first party of its failure to comply with this term of the Agreement. One party may not access or use the second party’s data until the first party has added its data to the Database. Additionally, if one party fails to add its Contact Data to the Database, even after receiving notification of its failure to do so, then the other party may seek termination of this Agreement.
- License to Local Group Contact Data. Local Group grants the Organization the right to add any Local Group Contact Data into the Database, for use pursuant to this Agreement, and to use Local Group Contact Data for its nonprofit purposes in accordance with the principles set forth in Appendix A.
- License to Database. The Organization grants to the Local Group during the Term of this Agreement, a non-exclusive and non-transferable license to access records in the Database in the Local Group’s Area(s) of Representation through EveryAction, and to use such records for purposes related to the Indivisible movement in accordance with the principles set forth in Appendix A.
- Opt-Ins. In any instance where Local Group or the Organization may collect an email address or other contact data from an individual, Local Group and the Organization agree to provide express notice to such individual that consenting to receive communications from one party includes consent to receive communication from both parties. Local Group and the Organization agree to provide this notice in their respective privacy policies, contact data collection forms, mass email communications, websites, contribution receipts, and the like.
- Prohibited Access and Usage. Access to the Database is limited to the Organization and Local Groups. Local Group may not provide the Database to any other person or entity without the prior written consent of the Organization, which the Organization may withhold in its sole discretion. Neither the Organization nor Local Group may resell the Database (not including the Organization’s licensing of the Database to Local Groups or other Indivisible entities), or use it for any commercial purpose other than those related to fundraising.
- Ownership of Local Group Contact Data. Local Group retains ownership rights over its Local Group Contact Data. Local Group grants an irrevocable, perpetual license to the Local Group Contact Data to the Organization for uses in accordance with its nonprofit purposes and with the principles set forth in Appendix A.
- Ownership of Database. The Organization owns and retains all exclusive right, title and interest to all intellectual property associated with the Database, subject to (i) the Local Group’s right to use the Database in accordance with the terms of this Agreement, and (ii) the Local Group’s ownership of its Local Group Contact Data. The Organization retains ownership rights over its Organization Contact Data. The Organization grants an irrevocable, perpetual license to the Database Contact Data in the Local Group’s Area of Representation to the Local Group for uses related to the Indivisible movement in accordance with the principles set forth in Appendix A. Notwithstanding, Local Group’s access to the Database will terminate after the term of this Agreement, after which time Local Group will not receive any subsequently shared Database Contact Data.
- Contact Data Exports. Local Group may request an export of Database Contact Data and the Organization will facilitate such request within a reasonable period of time, provided that the Organization may limit or deny a request that it determines, in its reasonable discretion, would expose either party to a risk of substantial harm or would result in a violation of the terms of this Agreement, any terms of use for EveryAction or any law or regulation. If the Organization determines that it is unable to facilitate a Local Group export request, it will notify Local Group and specify its reasons; and Organization will work with Local Group to determine a reasonable alternative when possible.
- 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 Local Group Authorized Representative(s) and Organization.
- No Warranty on Information. Local Group acknowledges that the Database may contain errors, mistakes, or out-of-date information, and that the Database may change at any time and from time to time. The Organization may edit, delete, modify or replace any content in the Database at any time. The Organization has no responsibility for the timeliness, deletion, or mis-delivery of the information. Local Group acknowledges that the Organization is accumulating and disseminating information gathered from other parties not under its control, and that the Organization will not verify any such information independently. Each Party assumes all risks and liabilities arising out of its use of any information in the Database.
- No Representations. Local Group acknowledges that the Organization makes no representations about the suitability, reliability, timeliness, and accuracy of the information, software, and data contained in the Database (including, without limitation, any errors, failure of access, interruption of service, or unavailability). All information, software, and data are provided “as is” and “as available” without warranty of any kind. The Organization disclaims all representations and warranties with regard to the information, software, and data, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. No advice or information obtained from the Organization, or from any employee or agent of the Organization, will create any warranty not expressly stated in this Agreement.
- Limited Liability. 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 for (i) any damages in amounts in excess of $100; (ii) for any incidental or consequential damages; or (iii) for any matter beyond its reasonable control.
- Indemnification. Each party (Indemnifying Party) agrees to hold harmless and indemnify the other party (Indemnified Party) and the Indemnified Party’s directors, officers, agents, and employees, against any and all loss, liability, damage, or expenses, 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 the Indemnifying Party’s use of the Database for unauthorized, illegal, noncompliant, or otherwise unlawful purposes as set forth herein.
- Local Group Authorized Representative. Local Group may remove or designate a new Local Group Authorized Representative at any time upon giving written notice to the Organization (email sufficient). If a dispute arises regarding whether a Local Group Authorized Representative has the authority to act on behalf of Local Group, the Organization will consult with Local Group to determine the best course of action, provided that the final selection of a Local Group Authorized Representative is made solely by the members of the Local Group.
- Termination. Either party may terminate this Agreement, with or without cause, by providing written notice of termination to the other party. Upon termination of this Agreement, Local Group’s access to the Database 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. Upon termination of this Agreement, Local Group will receive files with Local Group Contact Data within a reasonable time period.
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:
- Resist Trump's agenda. We believe Trump’s agenda is racist, misogynistic, authoritarian, and corrupt, and it must be stopped
- Embrace progressive values. We model inclusion, respect, and fairness in all of our actions.
- Coordinate and collaborate. We partner with other Indivisible groups on advocacy, elections, and national Indivisible campaigns.
- 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.