VoteAmerica LLC terms of service

Last updated: October 26, 2022

Please read this Terms of Service agreement carefully before accessing or using VoteAmerica LLC (d/b/a VoteAmerica+ and VoteAmericaPlus).

VoteAmerica LLC is wholly owned by VoteAmerica Inc. VoteAmerica Inc is a registered 501(c)(3) nonprofit organization that works to increase voter turnout in the United States. As part of fulfilling this mission, VoteAmerica Inc builds user-facing software products to guide citizens through the voting process. VoteAmerica Inc licenses this software to other organizations and companies via Voteamerica LLC. VoteAmerica Inc and VoteAmerica LLC are separate entities.

VoteAmerica LLC is referred to as “we,” “us,” and “VoteAmerica LLC” below. You — the person who has a paid account with VoteAmerica LLC — are referred to as “CUSTOMER” and “you” below. The VoteAmerica LLC software and APIs are referred to as the “Services.”

SERVICES AND SUPPORT

  • VOTEAMERICA LLC will use commercially reasonable efforts to provide CUSTOMER with access to the Services. In the event of a service disruption, VOTEAMERICA LLC will use commercially reasonable efforts to minimize the impact or duration of any outage, interruption, or degradation of Services.

  • VOTEAMERICA LLC will use commercially reasonable efforts to ensure the security of CUSTOMER and User data.

  • VOTEAMERICA LLC will use commercially reasonable efforts to provide CUSTOMER with ongoing support for the VOTEAMERICA LLC software products. VOTEAMERICA LLC will try to the best of its ability to respond to support requests in a timely manner.

  • VOTEAMERICA LLC and CUSTOMER will co-own all voter data provided via CUSTOMER’s instance of the VOTEAMERICA LLC tools.

RESTRICTIONS AND RESPONSIBILITIES

  • VOTEAMERICA LLC grants CUSTOMER a non-exclusive, non-transferable, non-sublicensable license to use the Services during the Term for the exclusive purpose of accessing data associated with CUSTOMER's instance of the SERVICES.

  • CUSTOMER acknowledges and agrees that the Services and any content or information presented to the CUSTOMER through the Services 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 VOTEAMERICA LLC nothing in the Service or the Agreement shall be construed to confer any license to any of VOTEAMERICA LLC’s intellectual property rights, whether by estoppel, implication, or otherwise.

  • CUSTOMER represents, covenants, and warrants that CUSTOMER will comply with all applicable local, state, national, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. CUSTOMER will ensure that any use of the Service by CUSTOMER’s agents or employees is in accordance with the terms of this Agreement. CUSTOMER agrees to notify VOTEAMERICA LLC 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. CUSTOMER hereby agrees to indemnify and hold harmless VOTEAMERICA LLC 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 CUSTOMER’s use of Services. Although VOTEAMERICA LLC has no obligation to monitor CUSTOMER’s use of the Services, VOTEAMERICA LLC may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

  • CUSTOMER shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). CUSTOMER shall also be responsible for maintaining the security of the Equipment, CUSTOMER account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of CUSTOMER account or the Equipment with or without CUSTOMER’s knowledge or consent.

CONFIDENTIAL INFORMATION & PROPRIETARY RIGHTS

  • Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party). Proprietary Information of VOTEAMERICA LLC includes non-public information regarding features, functionality and performance of Service. Proprietary Information of CUSTOMER includes non-public data provided by CUSTOMER to VOTEAMERICA LLC to enable the provision of Services (“CUSTOMER Data”). Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Disclosing Party or (e) is required to be disclosed by law.

  • CUSTOMER will own all right, title and interest in and to CUSTOMER Data. VOTEAMERICA LLC will own and retain all right, title and interest in and to (a) Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

  • Notwithstanding anything to the contrary, VOTEAMERICA LLC will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of Services and related systems and technologies (including, without limitation, information concerning CUSTOMER Data and data derived therefrom), and VOTEAMERICA LLC will be free (during and after the term hereof) to (i) use such information and data to improve and enhance Services and for other development, diagnostic and corrective purposes in connection with Services and other VOTEAMERICA+ offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES

  • VOTEAMERICA LLC will bill in advance for all services. Unpaid invoices will result in termination of the CUSTOMER subscription. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

  • VOTEAMERICA LLC reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to CUSTOMER (which may be sent by email).

  • If CUSTOMER believes that the VOTEAMERICA LLC has billed CUSTOMER incorrectly, CUSTOMER must contact VOTEAMERICA LLC within 60 calendar days in order to receive an adjustment or credit. Inquiries should be directed to sales@voteamericaplus.org.

ACCEPTABLE USE

A. In addition to the general restrictions contained above, your use of our Services is subject to our Acceptable Use Policy.

B. We have the right, but not the obligation, in our sole and absolute discretion, and without giving you any prior notice, to remove any content we determine:

  • Violates these Terms or the Acceptable Use Policy;

  • We are required by law or court order to remove;

  • We have been requested to remove by the user or other source which provided the content.

C. We also have the right, but no the obligation, to take any of the following actions in our sole and absolute discretion at any time and for any reason without giving you any prior notice:

  • Restrict, suspend, or terminate your access to all or any part of the Services;

  • Change, suspend, or discontinue all or any part of the Services;

  • Refuse, more, or remove any material that you submit to the Services; or

  • Deactivate or delete your Account and all related information and files in your Account.

  • You agree that we will not be liable to you or any third party for taking or not taking any of these actions.

TERM AND TERMINATION

  • Subject to earlier termination as provided below, this agreement is for Initial Service Term as specified in Order Form and will be automatically renewed and charged for additional periods of the same duration as Initial Service Term (collectively, “Term”), unless either party requests termination at least ten (10) days prior to the end of the then-current term.

  • In addition to any other remedies it may have, either party may also terminate this agreement upon ten (10) days’ notice — or without notice in the case of nonpayment) — if the other party materially breaches any of the terms or conditions of this agreement. CUSTOMER will pay in full for Services up to and including the last day on which Services are provided.

  • 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.

WARRANTY AND DISCLAIMER

  • VOTEAMERICA LLC will use reasonable efforts consistent with prevailing industry standards to maintain Services in a manner which minimizes errors and interruptions in Services and will perform Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by VOTEAMERICA LLC or by third-party providers, or because of other causes beyond VOTEAMERICA LLC’s reasonable control, but VOTEAMERICA LLC will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

  • HOWEVER, VOTEAMERICA LLC DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND VOTEAMERICA LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

  • NOTWITHSTANDING ANYTHING TO CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, VOTEAMERICA+ AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND VOTEAMERICA’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO VOTEAMERICA LLC FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT VOTEAMERICA LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

  • 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.

  • This agreement is not assignable, transferable or sub-licensable by CUSTOMER except with prior written consent from VOTEAMERICA LLC. VOTEAMERICA LLC may transfer and assign any of its rights and obligations under this agreement without consent.

  • 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, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

  • No agency, partnership, joint venture, or employment is created as a result of this agreement and CUSTOMER does not have any authority of any kind to bind VOTEAMERICA LLC in any respect whatsoever.

  • In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

  • All notices under this agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

  • This agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.

  • The CUSTOMER releases VOTEAMERICA LLC to disclose its relationship in written or digital marketing materials or within any press release unless prohibited by written request of CUSTOMER, and CUSTOMER otherwise agrees to reasonably cooperate with VOTEAMERICA LLC to serve as a reference account upon request.

  • This Agreement shall be governed by the laws of the Delaware and the federal laws of the United States of America.