Kentucky Democratic Party

END USER LICENSE AGREEMENT

CAREFULLY READ THIS END USER LICENSE AGREEMENT (“EULA” OR THE “AGREEMENT”) BEFORE USING THIS DATA AND SOFTWARE.  BY USING THIS DATA AND SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA, AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. THE DATA AND SOFTWARE IS LICENSED, NOT SOLD, TO YOU FOR USE ONLY UNDER THE TERMS OF THIS EULA.  BY CLICKING THE “I ACCEPT” BUTTON, SUBMITTING THIS EULA TO THE DNC, OR USING THE DATA AND SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THIS EULA.  IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS EULA, OR IF YOU ARE UNDER 18 YEARS OLD, DO NOT INSTALL OR USE THIS DATA AND SOFTWARE.

This EULA is a binding contract governing the use of all DNC Services Corporation/Democratic National Committee (“DNC”) software products listed at https://democrats.org/phx-services-summary/ or otherwise accessed through this EULA, the data accessed, leveraged, or utilized through such software products, including but limited to the electronic voter file, analytics, blinded voter data  (“DDx Data”) received through the Democratic Data Exchange Inc. (“DDx”), and other databases collected and maintained by the DNC and made available through the use of the software, and any related documentation, together with any updates thereto that the DNC licenses to You (collectively, the “Data and Software”).

Upon Your acceptance of this Agreement, manifested by Your clicking the “I Accept” button, You submitting this EULA to the DNC, or Your use of the Data and Software, subject to the terms and conditions in this EULA, the DNC grants You the following limited, nonexclusive, revocable, non-transferable license:

(a)        You shall not sublicense, sell, resell, rent, license, lease, lend, transfer, distribute, share, disclose, permit the distribution of or disclosure of, or otherwise convey or make available directly or indirectly, any part of the Data and Software except as expressly provided in this Agreement or as intentionally authorized by DNC as an inherent and essential functionality of the Data and Software, as determined by DNC in its sole discretion, and You agree to prevent unauthorized copying of the Data and Software, or any portion thereof. For avoidance of doubt, and without limiting the foregoing, You may not provide access to the Data and Software to any third party in exchange for anything of value and may not use DDx Data or any derivatives thereof to compete with DDx in exchanging current election cycle data with persons other than party committees, state parties, other national Democratic party related political committees and national Democratic party related organizations, local party committees, political candidates, and other related party entities.

(b)        You shall not use the Data and Software for anything other than the Permitted Scope; and, for the avoidance of doubt, You may only use, copy, and create derivatives from, DDx Data solely to use within the Permitted Scope and on an internal basis in Your geographic territory within the United States.

(c)        You shall not use the Data and Software in any manner injurious to the DNC, its affiliates, licensors, contractors or suppliers or its duly elected nominees for any office or any affiliate of the DNC.

(d)       You shall not use the Data and Software in any manner contrary to the laws of any jurisdiction or otherwise use the Data and Software to promote any illegal activity.

(e)        You shall not use the Data and Software for any commercial purposes, or use the DDx Data for any purposes that would create material competition with the DDx’s data exchange service, or for any manner that would allow a third party to reasonably reverse engineer the DDx Data.

(f)        You shall not use Data and Software credentials or log-in information that are not assigned to You nor shall you provide your credentials or log-in information to any other individual or third party.

(g)        You shall never enter any data into the Data and Software or amend any existing Data and Software data with data that You believe to be false, or with reckless disregard for whether such data is true or false.

(h)        You shall not retain any data from the Data and Software after the termination of this Agreement or after the conclusion of your use of the Data and Software except as expressly permitted herein. If requested by the DNC or DDx, You shall reasonably cooperate to promptly return or delete DDx Data or any other Data and Software.

(i)         You shall not export any unauthorized data from the Data and Software.

(j)         You shall not use any Data and Software that You reasonably know You should not have access to, even if You have received access to such data due to a technical or administrative error or other cause, including but not limited to, accessing, downloading, exporting, or using any Data and Software to which You have not been granted the rights. If You believe You may have access to Data and Software that You should not have access to, You shall immediately email tech-community@dnc.org notifying the DNC of the issue.

(k)        You shall not (i) use, copy, modify, create derivatives of (including models), rent, license, lease, or lend, the Data and Software except as expressly permitted herein, (ii) reverse engineer, decompile, decode, adapt, translate, disassemble, or otherwise attempt to extract, derive, or gain access to any of the software components, source code, modeling data, scores or other derivatives,  or algorithms from, the Data and Software, or any portion thereof, or authorize any third party to do any of the foregoing ((i)-(ii)).

(l)         You may also not make, use, sell, offer for sale, or import modifications of the Data and Software or combine the Data and Software or modified versions of the Data and Software with other items or use any such combination.

(m)       You shall never use the Data and Software in any manner to: generate or facilitate unlawful or unsolicited commercial email (or spam); send, upload, distribute or disseminate, or offer to do the same with respect to, unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene or otherwise objectionable material or engage in any activities that violate third party rights; send, upload, distribute or disseminate material that infringes, misappropriates, or otherwise violates on any copyright, patent, trade secret, trademark or other third party intellectual property rights or that may be harmful to minors; intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes or any other items of a destructive or deceptive nature; violate the rights (such as rights of privacy, publicity or confidentiality) of others; violate the Telephone Consumer Protection Act of 1991 or the implementing regulations of the Federal Communications Commission; or engage in, promote or encourage illegal activity; violate the International Traffic in Arms Regulations maintained by the United States Department of State; breach or facilitate a breach of the Export Control Laws; transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.    

(n)        You may not remove, alter, obscure any copyright, trademark or other proprietary rights notice on or in the Data and Software, models, or other derivatives based thereon.

(o)        The DNC has no obligation to provide any support, technical assistance or updates for the Data and Software.

(p)        You acknowledge that the DNC may install updates to the Data and Software, as determined in the DNC’s sole discretion.  You expressly consent to any and all actions taken by the DNC or its third party suppliers with respect to the installation of such updates, including any actions that directly affect Your hardware or software.

(q)        You may not use the Data and Software to communicate any unlawful selection criteria based, in whole or in part, on an individual's race, color, religion, national origin, sex, age, disability, sexual orientation, gender identity, familial status, or veteran status or to make any unlawful decisions on the basis of such characteristics.

(r)        You may not use the Data and Software as a factor in making any determination of creditworthiness or eligibility of credit, insurance or employment or for other purposes regulated under the Fair Credit Reporting Act.

(s)        You may not use the Data and Software in a manner that violates any local, state, national or international laws.

(t)        In the event You are a third party beneficiary of any agreement entered into by DDx with any other person, You will not seek to enforce Your rights under such agreement without DDx’s prior written consent, not to be unreasonably withheld.

(u)        You shall (1) use commercially reasonable efforts to protect the security of, and systems on which, Data and Software will be secured and (2) notify DNC promptly and in any case within (1) business day, of any “Data Security Breach,” which means: any Breach Activity (defined below) relating to the DNC, the DNC’s licensors, contractors, suppliers or Data and Software held or accessed by or on behalf of You. “Breach Activity” means (i) the loss or misuse (by any means) of Data and Software; or (ii) the inadvertent, unauthorized, or unlawful disclosure, access, alteration, corruption, transfer, sale, rental, destruction, use, or other processing of Data and Software.  If any information that relates to any identified or identifiable individual (“Personal Data”) is shared or used in a manner that violates applicable law, You shall, and, shall cause other entities or users to whom You have made any Personal Data available to, reasonably cooperate to return or delete the Personal Data as requested by DNC.

(v)        In the event and to the extent that the DNC or its licensors loses the right to license or distribute any Data and Software, Your license to use such Data and Software will terminate and You will cease all use of the Data and Software and destroy or erase all copies of the Data and Software in Your possession or control on notice of same.  The DNC’s licensors may impose certain restrictions on the Data and Software; in such a case, You will comply with all such restrictions upon notice of same.  If you make any Data and Software available to any person or entity, You will ensure that such person or entity complies with the restrictions, limitations, and other obligations in this Agreement is if such person or entity were You and You will be responsible and liable for such person or entity’s acts or omissions as if they were Your own in accordance with this Agreement.  Notwithstanding the foregoing you shall abide by all restrictions on making Data and Software available to other persons and entities in this Agreement and any Separate Agreement.

2. 2. NO IMPLIED LICENSES OR OTHER RIGHTS.

Because the DNC’s interest is in advancing the Democratic party, its platform and its candidates, the DNC is granting this license for the Permitted Scope to You for no monetary consideration.  An essential basis of the grant of this free license for the Permitted Scope is that the DNC grants You no licenses or other rights including, but not limited to, patent, copyright, trademark, trade name, service mark or other intellectual property licenses or rights, by implication, estoppel or otherwise, except for the License.

3. 3. OWNERSHIP AND INTELLECTUAL PROPERTY.

All rights in and to the Data and Software are owned by the DNC, and/or its licensors or suppliers, including all rights provided under copyright law, trademark law, patent law, trade secret law, and all other forms of proprietary and intellectual property protection. Except for the limited license granted above, You do not have any rights in the Data and Software. The Data and Software, including its source code, structure, sequence and organization, constitute confidential information and valuable trade secrets of the DNC, and/or its licensors or suppliers. As stated above, you agree not to modify, adapt, alter or translate, decompile, disassemble, or reverse engineer any portion of the Data and Software and, to the extent permissible by law, You waive any rights that You may have to do any of the foregoing. For the avoidance of doubt, Your access to the Data and Software does not grant You any ownership rights to the Data and Software except for the License granted herein.

4. 4. PARTIES; SEPARATE AGREEMENT.

This Agreement is an agreement between You as an individual user of the Data and Software and the DNC. This Agreement does not affect any agreement(s) that You, or an entity that You are a part of, may have entered or may enter into with the DNC regarding a license for the use of the DNC’s software, data, voter file, analytics data warehouse, or analytics platform for the 2019-2020 election cycle (the “Separate Agreement”). To the extent there are any conflicts or inconsistencies between this Agreement and the terms and conditions of the Separate Agreement, the terms and conditions of the Separate Agreement supersede this Agreement and govern solely with respect to the Separate Agreement's subject matter, to the extent such subject matter does not pertain to DDX, including DDX Data and DDx services. To the extent there are any conflicts or inconsistencies between the Agreement and the terms and conditions of the Separate Agreement with respect to matters pertaining to DDx, including DDX Data and DDx services, the terms and conditions of this Agreement supersede the Separate Agreement and govern, in each case, solely with respect to DDX, including DDx Data and DDx services.  Except as to the Separate Agreement, this Agreement supersedes and replaces all previous agreements, whether written or oral, memorandum or correspondence among the parties with respect to the subject matter of this Agreement.

Notwithstanding anything herein to the contrary, You acknowledge and agree that DDx is not (i) a party to this Agreement or the Separate Agreement, and (ii) makes no representations or warranties, whether express, statutory, implied or otherwise (including implied or statutory warranties of title, non-infringement, merchantability, quality, fitness for a particular purpose, or warranties arising from course of dealing, usage or trade practice) to the maximum extent permitted by applicable law with respect to the Data and Software or derivatives based thereon. However, You acknowledge that DDx, and all DDx end users (other than the parties to this Agreement), are third party beneficiaries of this Agreement and without limiting the foregoing, have the right to enforce any and all provisions related to the DDx services, DDx, DDx Data or DDx end users included in this Agreement.

5. 5. DISCLAIMERS.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE DATA AND SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DATA AND SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.  THE DNC HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE DATA AND SOFTWARE, EITHER EXPRESS, IMPLIED OR ARISING BY LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  THE DNC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE DATA AND SOFTWARE WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE DATA AND SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DATA AND SOFTWARE WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY THE DNC OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

6. 6. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE DNC OR DDX BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, RESULTING FROM, OR RELATED TO THIS AGREEMENT OR THE SEPARATE AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE DATA AND SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR OTHERWISE) AND EVEN IF THE SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 4 ABOVE AND THE PARAGRAPH ABOVE, (i) IN NO EVENT SHALL THE TOTAL LIABILITY FOR ALL CLAIMS AND LOSSES (INCLUDING REASONABLE ATTORNEY’S FEES), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SEPARATE AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE DATA AND SOFTWARE EXCEED FIVE HUNDRED DOLLARS ($500.00 USD) WITH RESPECT TO DNC, AND (ii) ANY LIABILITY ON THE PART OF DDX IS SUBJECT TO THE LIMITATIONS ON LIABILITY AGREED TO BETWEEN DNC AND DDX, AND AS STATED ABOVE, DDX IS NOT A PARTY TO THIS AGREEMENT.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7. 7. INDEMNIFICATION.

You agree to indemnify and hold harmless the DNC and its suppliers, and each of their respective members, directors, officers, employees and agents for, from and against all claims, actions, proceedings, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to Your use of the Data and Software or breach of any term or condition of this EULA.

8. 8. TERMINATION OF THE EULA.

Either party may terminate this EULA at any time for any reason or for no reason immediately upon notice.  The DNC reserves the right to change, suspend, remove, discontinue or disable Your access to the Data and Software at any time without notice to You.  In no event will the DNC be liable for removing, or disabling access to, any portion or feature of the Data and Software.  In the event the DNC discontinues the Data and Software, this EULA will automatically terminate without notice.  In the event of the termination of this EULA for any reason: (a) the license granted to You in this EULA will terminate; (b) You must immediately, upon receiving any notice of termination, cease all use of the Data and Software and destroy or erase all copies of the Data and Software in Your possession or control; and (c) Sections 2, 3, 4, 5, 6, 7, 8 and 9 of this EULA will survive any such termination. 

9. 9. GENERAL.

This Agreement is governed by the laws of the District of Columbia without regard to conflict of law principles.  You agree to bring actions only in courts in the District of Columbia, and You consent to the jurisdiction and venue of such courts in any actions arising under or related to this Agreement.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.  If any part of this Agreement is found unenforceable, it will not affect the validity or enforceability of any other provision of this Agreement.  You agree that the Data and Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations.  This Agreement will immediately and automatically terminate upon failure by You to comply with its terms.  No amendment, modification, or waiver of any provision of this Agreement will be effective unless it is set forth in a writing signed by an authorized officer of the DNC. Each party to this Agreement acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Agreement may give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy and that if such a breach or a threatened breach by a party occurs, the other party hereto will, in addition to any and all other rights and remedies that may be available to such party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief.

Signed:

Print name:

Date:                                                                                                        Updated: August 19, 2020