<strong>ACCEPTABLE USE POLICY</strong>
<strong>LAST UPDATED: June 29, 2020</strong>
<p>This Acceptable Use Policy (<em>"<strong>AUP</strong>"</em>) applies to Customer or its Authorized Users use of a Platform or Developer Tools provided by EveryAction, Inc., whether we provide it directly or use another party to provide it to you.
This AUP is designed to ensure compliance with the laws and regulations that apply to the Platforms or Developer Tools.
This AUP also protects the interests of our customers and their donors and constituents, as well as our goodwill and reputation.</p>
<p>In the event of any conflict or inconsistency between this AUP or the Agreement, please refer to Section 9.6 of the Agreement to determine the order of precedence.
Capitalized terms in this AUP that are not otherwise defined in this AUP have the meanings given in the Agreement.</p>
<p>We update this AUP periodically, so we encourage you to review this AUP often.</p>
<strong>Proper Use.</strong> You will use the EveryAction Materials for your internal business purposes and will not: (a) willfully tamper with the security of the Platforms or Developer Tools or tamper with any customer or user accounts.
(b) access content, information, or data on or through the Platforms, Developer Tools, Services, or Deliverables not intended for you.
(c) log into a server or account on the Platforms that you are not authorized to access.
(d) attempt to probe, scan or test the vulnerability of the Platforms or Developer Tools or to breach the security or authentication measures without proper authorization.
(e) willfully render any part of the Platforms, Developer Tools, Services, or Deliverables unusable.
(f) lease, distribute, license, sell or otherwise commercially exploit the EveryAction Materials or make the EveryAction Materials available to a third party other than as contemplated in the Agreement.
(g) use the Platforms or Developer Tools for timesharing or service bureau purposes or otherwise for the benefit of a third party.
or (h) provide to third parties any evaluation version of the EveryAction Materials without our prior written consent.</p>
<strong>Prohibited Uses.</strong> Customer agrees not (directly or indirectly) use, and not to encourage or allow any Authorized User to use the Platforms or Developer Tools, or in a manner that:</p>
<li>is threatening, abusive, harassing, stalking, or defamatory.</li>
<li>is deceptive, false, misleading, or fraudulent.</li>
<li>is invasive of another's privacy or otherwise violates another's legal rights (such as rights of privacy and publicity).</li>
<li>contains vulgar, obscene, indecent, or unlawful material.</li>
<li>removes, alters, or obscures any proprietary notices from the EveryAction Materials.</li>
<li>publishes, posts, uploads, or otherwise distributes any material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so.</li>
<li>uploads, stores, or transmits any content, data or information that contain viruses, worms, malware, or other malicious computer code, corrupted files, or any other similar software or programs that may damage the EveryAction Materials or a third-party's information technology systems (collectively, the <em>"<strong>Harmful Code</strong>"</em>).</li>
<li>attempts to reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the EveryAction Materials.</li>
<li>accesses or uses the EveryAction Materials for the purpose of building a competitive product or service or copying any features or user interfaces, or to create derivative works or improvements of the EveryAction Materials.</li>
<li>launches or facilitates, whether intentionally or unintentionally, a denial of service attack on the EveryAction Materials, or any other conduct that materially and adversely impacts the availability, reliability, or stability of the same.</li>
<li>combines or integrates the EveryAction Materials with any software, technology, services, or materials not authorized by EveryAction.</li>
<li>downloads any file or content that you know, or reasonably should know, cannot be legally accessed, or distributed to you under your user account credentials.</li>
<li>materially interferes with the business or activities of EveryAction or harms other EveryAction customers.</li>
<li>harvests or otherwise collects information about others, including e-mail addresses, without their consent.</li>
<li>violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail).</li>
<li>is legally actionable between private parties.</li>
<li>is not a good faith use of either the EveryAction Materials (<em>e.g.,</em> such as uploading contacts in excess of your contact tier, emailing those contacts, and then purging them shortly thereafter).</li>
<li>encourages, promotes, facilitates, or instructs others to engage in illegal activity.</li>
<li>promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.</li>
<li>uses the EveryAction Materials to receive, send or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, unless Customer has signed a Business Associate Agreement with EveryAction or Customer's use of the EveryAction Materials fits within the "conduit" or some other exception for requiring a Business Associate Agreement.</li>
<li>is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C.
§ 7701 et seq.), the US Telephone Consumer Protection Act of 1991 (47 U.S.C.
§ 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C.
§ 6152 et seq..
originally codified at § 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market ('Directive on Electronic Commerce'), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector ('Directive on Privacy and Electronic Communications'), regulations promulgated by the U.S.
Securities Exchange Commission or any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, regulations promulgated by the U.S.
Federal Election Commission or any rules of national, state, or local election commissions or other government authorities, or the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C.
5), Canada's Anti-Spam Legislation (CASL) (S.C.
23), and any regulations having the force of law or laws in force in your or your email recipient's country of residence.</li>
<strong>Email Practices.</strong> Without limiting the generality of Section 2, Customer agrees to the following email practices:</p>
<em>Prohibited Email Actions</em>.
You may not use the Platforms in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (i) spam in violation of the CAN-SPAM Act or any other law.
(ii) email to an address obtained via Internet harvesting methods or any surreptitious methods (<em>e.g.,</em> scraping or harvesting).
(iii) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, (iv) commercial electronic messages in violation of Canada's Anti-Spam Legislation (referenced below), or (v) in violation of the General Data Protection Regulation (GDPR).</p>
<em>Email Opt-out Requirements.</em> You warrant that each email you send or is sent for you using the Platforms will contain: (i) header information that is not false or misleading.
and (ii) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information).
These requirements may not apply if the email sent is a transactional email (<em>e.g.,</em> password reset notification) and these requirements are not otherwise required by law.
You warrant that you will promptly comply with all opt-out, unsubscribe, "do not call" and "do not send" requests.</p>
You agree not to use the Platforms or Developer Tools in a way that impacts the normal operation, privacy, integrity or security of another's property, such as another's customer or user's account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations.
You also agree not to use the Platforms or Developer Tools to gain unauthorized access to, use, monitor, make an unauthorized reference to, another's property, unless you have the appropriate express prior consent to do so (<em>e.g.,</em> hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program).
You also agree not to use the Platforms or Developer Tools in a way that causes or may cause any EveryAction IP address, domains, or an EveryAction's customer's domains to be blacklisted.</p>
<strong>Telephone Marketing Practices.</strong> Without limiting the generality of Section 2, Customer agrees to the following telephone marketing practices:</p>
You must comply with all laws relating to telephone marketing, including without limitation those specifically referenced in Section 1.
You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording.
If you use the Platforms to place telephone calls, you must also comply with all applicable industry standards, including those applicable guidelines published by the U.S.
Tier 1 telecommunications mobile network operators, the CTIA, and the Mobile Marketing Association.
You are prohibited from using or permitting access to use the Platform to make emergency calls or to provide or seek emergency services.</p>
To the extent Customer or its Authorized Users uses the Platforms to solicit donations for political, ideological, charitable, social welfare, legislative or policy advocacy purposes that qualify as tax-exempt purposes under federal law, Customer represent and warrants: (a) It is a tax-exempt nonprofit organization (as defined under 26 U.S.C.
§501(c) or (d)) and has been granted such determination by the U.S.
Internal Revenue Service, (b) its tax-exempt, nonprofit status has not been revoked or otherwise terminated by the U.S.
Internal Revenue Service or any equivalent state agency, (c) it will use the Platform only for political, ideological, charitable, social welfare, legislative or policy advocacy purposes that are tax-exempt purposes of an organization classified under Section 501(c) or Section 527 of the Internal Revenue Code, and (d) it will not use the Platform or a Messaging Feature for any advertising, marketing, commercial, trade, or business purpose, or for any other purpose or in any manner that triggers the application of the national "Do Not Call" registry, the Federal Trade Commission Telemarketing Sales Rule, 16 C.F.R.
Part 310 and the Telephone Consumer Protection Act (TCPA), or any comparable state statutes or regulations that may apply to Customer's use of a Platform, including its Messaging Feature.</p>
EveryAction and its SMS service providers (the <em>"<strong>SMS Providers</strong>"</em>)have entered into Customer Services Agreements or similar agreements (<em>"<strong>CSA</strong>"</em>) to facilitate Customer's use of SMS text message services through the Platforms.
As such, EveryAction and Customer hereby designate such SMS Providers or a person for which such SMS Providers owe a contractual or other duty of indemnification, and their respective officers, directors, employees, successors, and permitted assigns (a <em>"<strong>SMS Indemnitee</strong>"</em>), subject to this Section 3(c), as third-party beneficiaries of Section 6.3 to the Agreement having the right to enforce such section where: (i) a person alleges a violation of applicable law arising from or relating to Customer's use of the Platform that integrates or otherwise utilizes a SMS Provider's platform, services, or products or (ii) a SMS Indemnitee has been named, or is reasonably likely to be named, as a party to an Claim involving Customer's use of the Platforms in conjunction with a SMS Provider product or service.
Notwithstanding anything to the contrary in this Section, Customer is not obligated to indemnify or defend a SMS Indemnitee against any Claim (whether direct or indirect) if such Claim or corresponding losses arise out of or result from, in whole or in part, a SMS Indemnitee's: (x) negligence or more culpable act or omission (including recklessness or willful misconduct).
(y) bad faith failure to materially comply with any of its material obligations set forth in the CSA.
or (z) failure to timely honor an opt-out request from a SMS text message recipient processed by or through an SMS Provider's systems or platforms.</p>
A SMS Indemnitee is entitled to a proportional indemnity claim for any losses that exceed such SMS Indemnitee's percentage of fault or negligence attributed to such Claim.
A SMS Indemnitee shall give EveryAction prompt written notice (a <em>"<strong>Claim Notice</strong>"</em>) but in no event more than ten (10) days of becoming aware of a Claim or discovery of facts on which a SMS Indemnitee intends to base a request for indemnification under this Section, which EveryAction shall forward to Customer as applicable under the circumstances.
Each Claim Notice must contain a description of the Claim and the nature and amount of the related losses (to the extent that the nature and amount of the losses are known at the time).
A SMS Indemnitee shall furnish promptly to EveryAction copies of all papers and official documents received in respect of any losses.
All indemnification obligations in this Agreement are conditioned upon the SMS Indemnitee: (i) promptly delivering the Claim Notice and related documents under this Section.
(ii) allowing Customer and/or EveryAction, if so requested, to undertake, conduct, and control, through reputable independent counsel of its own choosing, the defense, appeal or settlement of any Claim that is reasonably likely to give rise to an indemnification claim under any this Section.
(iii) providing reasonable cooperation to Customer and EveryAction in the defense of any such Claim and any related settlement negotiations (at Customer or EveryAction's sole cost and expense (excluding attorneys' fees if SMS Indemnitee retains independent, separate outside counsel).
and (iv) not compromising or settling any Claim without prior written consent of Customer and EveryAction.
EveryAction, to the extent necessary or requested by Customer or a SMS Indemnitee, shall facilitate a line of communication between the respective parties to further this Section.</p>
<strong>Developer Tools.</strong> Our Developer Tools, in addition to the terms in this AUP, is subject to the following guidelines:</p>
<em>Limits and Restrictions</em>.
We set and enforce limits on your use of the Developer Tools at our discretion, and may change the limits at any time by revising this AUP or our Developer Tools guidelines or other requirements (available here and here).
Currently, we have placed limitations on: (i) disk storage space, (ii) the number of calls you or your Authorized Users are permitted to make against the Developer Tools, and (iii) the number of page views by visitors to any public websites.
You will not use the Developer Tools or create an integration that: (x) designs or permits an integration to disable, override, or otherwise interfere with any EveryAction-implemented communications to end users, consent screens, user settings, alerts, warning, or the like.
(xi) replicates or attempts to replace the user experience of a Platform.
(xii) attempts to cloak or conceal Customer or an Authorized User's identity or the identity of the integration when requesting authorization to use the Developer Tools, or (xiii) monitors the availability, performance, or functionality of the Developer Tools or Platform or for any other benchmarking or competitive purposes, (xiv) recreates a core functionality of, or replaces, any of the EveryAction Materials in such a way as to cause us or our Customers, Affiliates, or partners reputational or financial damage <strong>,</strong> (xv) caches or stores any content other than for reasonable periods in order to provide your integration, (xvi) aggregates retrieved content with third-party content in such a way that violates applicable law, or (xvii) collects, stores, or shares Authorized User account passwords.</p>
You will use and have in effect, appropriate administrative, physical, and technical safeguards that (i) meet or exceed industry standards with respect to the sensitivity of the data you are accessing or providing.
(ii) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (iii) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of Personal Information.
You will keep all credentials that we issue to you confidential and not make them publicly available or disclose them to third parties.
You will cooperate with us to immediately correct any security deficiency and will immediately disconnect any intrusions or intruder.
If your integration experiences a security deficiency or intrusion, you will coordinate with us on any public statements (<em>e.g.</em>, press, blog posts, social media, etc.) before publication.
Without limiting the generality of the above, EveryAction reserves the right to require Customer or its Authorized Users to complete periodic security assessments, testing, or verification of Customer's integration and, based on the results of such, EveryAction reserves the right to revoke, deny, restrict, or limit your access to and use of the Developer Tools.</p>
You agree that we may monitor your use of the Developer Tools to ensure quality, improve our products and services, and verify your compliance with the Agreement.
You agree to assist us with this monitoring by providing us with information about your integration, data security and protection practices, and storage of Customer Content and Personal Information, which may also include access to your integration and other materials related to your use of the Developer Tools.
If you do not demonstrate full compliance with the Agreement or our Developer Tools guidelines and requirements, we may restrict or terminate your access to the Developer Tools or account in accordance with the Agreement.</p>
<em>Termination of Developer Tools.</em> In addition to the terminations rights found elsewhere in the Agreement, as to a Developer Tools: (i) either of us may terminate the use of a Developer Tools with or without cause at any time upon five (5) days written notice and (ii) we may additionally terminate access to the Developer Tools upon five (5) days written notice to you if you have not accessed the applicable Developer Tools for six (6) months or longer.</p>
<em>License.</em> To the extent that you submit any content via the Developer Tools, you give us a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use that content for the purpose of providing the Developer Tools.
For clarity, we do not acquire ownership in your integration, and by using the Developer Tools, you do not acquire ownership of any rights in the Developer Tools or any EveryAction Materials.</p>
From time to time, we may change the Developer Tools, and future versions of the Developer Tools may not be compatible with your integration.
When we make such changes, we are unable to provide notice of the changes to you, your Authorized Users, or your developers individually.
We will have no liability resulting from any changes to the Developer Tools.</p>
<em>Reservation of Rights.</em> We reserve the right to do any of the following with or without notice: (i) charge fees for access to any of the Developer Tools, (ii) offer or cease to offer support for the Developer Tools, (iii) modify the Developer Tools and require you to use those subsequent versions, (iv) require you to use the Developer Tools in a different manner, (v) deprecate any of the Developer Tools at our discretion., (vi) independently develop products or services that may compete with your integrations, and (vii) if we determine that your use of the Developer Tools is against the interests of us or our Customers, we reserve the right to deactivate any credentials you have obtained from them, block your IP address, or otherwise prevent your use of the Developer Tools.</p>
<strong>EveryAction Trademark Use.</strong> Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the EveryAction Materials, or any identifier or tag generated by the EveryAction Materials, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us).
or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity.
You also agree not to remove or alter any of these items as we may have provided or enabled.
If permitted to use our trademarks, you will not: (i) use our trademarks in a misleading or disparaging way.
(ii) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products (unless authorized by us in writing or in another agreement).
or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.</p>
<strong>Amendment.</strong> We may update and change this AUP in our reasonable discretion, and when we change this AUP, the "Last Updated" date above will reflect the date of the most recent version.
If we update or change this AUP, the updated AUP will be posted to our website and, if you have a current and valid account to a Platform, we will we will inform you of any updates through the user interface or through the contact email registered with your account.</p>