Terms of Service

Last Updated: January 15, 2024

Thank you for using our cloud-hosted data sync integrations platforms (collectively, “Hopper”), which are operated by Community Tech Alliance (“CTA”), a District of Columbia nonprofit corporation (“CTA,” “we”, “us” and/or “our”), and made available at our website at cta.tools (the “Site”) or via other delivery methods.

These Terms of Service (these “Terms”) are a legally binding contract between the organization on whose behalf you are purchasing a subscription to the Services (“Organization,” “you” and/or “your”) and us. These Terms set forth the terms and conditions for the access to and use of Hopper, the Site and the services, features, content and applications accessed through Hopper (the “Services”) by users designated by Organization. By clicking to agree or accept where these options are presented to you or by using the Services, you represent and warrant that you have the authority to bind Organization to these Terms, and you acknowledge that you have read and understood these Terms and agree to be bound by these Terms on behalf of Organization.

PLEASE READ THESE TERMS CAREFULLY AS THEY ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND US AND SET FORTH THE TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICES, INCLUDING TERMS REGARDING FUTURE CHANGES TO THESE TERMS, FEES, LIMITATIONS OF LIABILITY, AND INDEMNITY.

1. Definitions

1.1 “CTA Data” means data provided by CTA for use by Organization in connection with the Services.

1.2 “Improvements” means all improvements, enhancements and modifications to, and derivative works of, the Services.

1.3 “Organization Data” means electronic data and information provided to CTA by, or on behalf of, Organization for use in connection with the Services, and any derivatives thereof, including as described in Section 2.2(b) of these Terms.

1.4 “Platforms” means cloud-hosted platforms operated by CTA and provided to Organization and Users for the purposes of conducting analysis, reporting, and other uses as the Organization and Users see fit, as further described at communitytechalliance.org/hopper (https://communitytechalliance.org/hopper).

1.6 “Permitted Purpose” means supporting Democratic candidates, issue advocacy or progressive policy advocacy, non-partisan voter registration or non-partisan get out the vote programs, or other progressive political purposes.

1.7 “User” means an individual employee, consultant, contractor, agent or third-party service provider of Organization who is authorized by Organization to use the Services.

2. Use of the Services

2.1 CTA hereby grants to Organization a non-exclusive, non-transferable license for Users to access and use the Services, subject to the Permitted Purpose. Organization may not permit any third party, except Users, to access or use the Services.

2.2. As part of providing the Services, CTA agrees to (1) make available the Platforms and (2) provide the following support services (“Support Services”): (a) to maintain and support the Platforms, including without limitation, through the provision of bandwidth, load balancing, system maintenance, security, and other services as necessary to securely operate, and enable access by Organization to, the Platforms as provided for in these Terms; (b) CTA will make available, for the Organization’s benefit, augmented versions of Organization Data for the purpose of efficient access, transformation, query, and reporting; (c) CTA shall provide support for migration and onboarding to the Platforms, and documentation and ongoing support (as further defined at https://communitytechalliance.org/services). The Services shall not include professional services; in the event that Organization requires any professional services, the parties hereto will enter into separate agreements to provide for those professional services.

2.3 Organization will (a) be responsible for Users’ compliance with these Terms, (b) be responsible for the accuracy, quality and legality of Organization Data and the means by which Organization acquired Organization Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify CTA promptly of any such unauthorized access or use, and (d) use the Services, and ensure Users use the Services, only in accordance with (i) the Acceptable Use Policy as found at https://communitytechalliance.org/acceptable-use-policy, (ii) the Google Cloud Platform and Amazon Web Service Acceptable Use Policies, and, (iii) applicable laws and government regulations. Any violation Section 2.3(d) may result in immediate temporary or permanent loss of access to the Services or be considered a material breach of these Terms, in which case no fees paid by Organization to CTA will be returned to Organization.

3. Fees

3.1 We offer subscriptions (each, a “Plan”) to the Services during specified subscription periods. Organization agrees to be responsible for payment of the subscription fees (“Fees“) as quoted at the time of purchase, and all applicable taxes. All payments made are non-refundable and non-transferable, except as expressly provided in these Terms.

3.2 Plans will automatically renew at the end of each subscription period, at the then-current Fees, unless canceled at least fifteen (15) days prior to the end of that period. Refunds cannot be claimed for any partial subscription period. If canceled, the Plan ends at the end of the current subscription period.

3.3 We reserve the right to change our pricing terms at any time. If we do so, we will let Organization know by posting the new pricing terms on the Site or through other communications. Changes to the pricing terms will not apply retroactively and will only apply to subscription renewals after the changed pricing terms have been communicated as described above. If Organization does not agree to the changed pricing terms, then it may choose to cancel the subscription as described above.

3.4 To purchase a Plan, Organization must provide us with current, complete, accurate and authorized credit card or other approved payment method information. Organization agrees to promptly notify us of any changes to the provided payment method while the Plan remains outstanding. Organization authorizes us to charge the provided payment method for the selected Plan. We will charge Organization for the initial subscription period at the time of purchase or shortly after purchase. We will charge Organization for renewal periods on a recurring basis, at the beginning of each renewal subscription period, until such time that Organization cancels. Organization understands that failure to pay any Fees may result in the suspension or cancellation of the Plan, provided we have given Organization at least 10 days prior notice that its account is overdue.

3.5 CTA's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Organization is responsible for paying all Taxes associated with its Plan. If CTA has the legal obligation to pay or collect Taxes for which Organization is responsible under this section, CTA will invoice Organization, and Organization will pay that amount unless Organization provides CTA with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. Intellectual Property

4.1 CTA shall exclusively own all copyright and all other intellectual property rights in and to the Services, and in and to all documentation furnished by CTA to Organization, in any form, relating to the Services. Organization agrees that any and all improvements, enhancements, ideas, concepts, methods, processes, inventions, software, trade secrets, know-how or product modifications related to or involving the Services including, without limitation, those resulting from (i) any product demonstrations, collaborative discussions or exchanges between CTA and Organization, or (ii) any suggestions, comments, ideas, feedback, contribute code, or features provided by Organization, related to the Services, shall be the sole and exclusive property of CTA. Organization agrees to execute such written transfer and assignment agreements as may be necessary to achieve such exclusive ownership by CTA.

4.2 CTA represents and warrants that (1) it has and will have full and sufficient right to grant any rights and/or licenses granted pursuant to these Terms or necessary it to fulfill its obligations hereunder; and (2) all works, services, tools, goods and intangibles provided by CTA do not and will not infringe any patents, copyrights, trademarks or other intellectual property rights, privacy, or similar rights of any person or entity.

4.3 Organization represents and warrants that all Organization Data does not and will not infringe any patents, copyrights, trademarks or other intellectual property rights, privacy, or similar rights of any person or entity.

4.4 All rights to the Organization Data shall remain the sole property of the Organization. All rights to the CTA Data shall remain the sole property of CTA..

5. Confidentiality

5.1 For purposes of these Terms, “Confidential Information” shall mean and include any non-public information, whether written or oral, pertaining to the business, financial condition, strategies, plans, policies, donors, users, inventions, trade secrets, computer programs, or processes of the disclosing party that is furnished or disclosed by one party to the other in connection with these Terms, including without limitation the terms of these Terms. Confidential Information shall be deemed to include all Organization Data.

5.2 Notwithstanding anything herein to the contrary, information shall not be deemed to be Confidential Information if it (a) becomes known to the receiving party without any such restriction as the result of disclosures by a third party which has the right to make such disclosure, (b) is already known to the receiving party at the time of receipt, as evidenced by written records made prior to such receipt, (c) is independently developed or formulated by the receiving party, or (d) otherwise is or becomes generally available through no fault of the receiving party.

5.3 Each party recognizes the claims of the other party to the value and importance of the protection of the other party's Confidential Information. All Confidential Information shall be held by the receiving party in strict confidence will not be disseminated or disclosed to any third-party (except as otherwise allowed herein), and will not be used by the receiving Party for any purpose other than performing its obligations and receiving its benefits under these Terms, without the express written consent of the disclosing party. The receiving party agrees to use at least the degree of diligence to protect Confidential Information as a reasonably prudent organization would normally use to protect any of its own trade secrets and other confidential information. Except as provided in these Terms, all Confidential Information of any party shall remain the property of such party.

5.4 No party shall disclose to any unauthorized person or entity any Confidential Information of the other party, except (a) with the prior written consent of such other party; (b) to the extent necessary to comply with applicable law, in which event the party making such disclosure shall so notify the other party as promptly as practicable (and, if possible, prior to making such disclosure) and shall permit the party whose Confidential Information is to be disclosed to seek confidential treatment of such information; (c) to its officers, directors, or employees with a clear need to know such Confidential Information in order to perform responsibilities required under these Terms; or (d) to its auditors, attorneys or other professional advisors; provided that such party shall be liable for any breach of this section by such auditors, attorneys or professional advisors; and (e) in connection with the enforcement of such party's rights under these Terms.

5.5 Each party will immediately notify the other party in writing of any circumstances within its knowledge surrounding any unauthorized possession, use or knowledge of the Confidential Information of the other party, whether or not intentional, and shall immediately delete, cease to view, or return to the other party, as applicable, any Confidential Information of the other party that is in its possession. A failure to notify CTA of unauthorized access could result in immediate temporary or permanent loss of access to the Services or be considered a material breach of these Terms, in which case no fees paid by Organization to CTA will be returned to Organization.

5.6 Without limiting the generality of the foregoing, the parties agree that neither party, or its partners, members, shareholders or employees, shall communicate with the media on any matter whatsoever related to these Terms or to either party without the express consent of both parties. Notwithstanding anything else herein, Organization agrees that CTA may list Organization’s name on CTA’s website and in CTA’s marketing materials.

5.7 If a party or any of its agents attempts to use or disclose any Confidential Information in contravention of these Terms, then in addition to other available remedies, the party who owns the Confidential Information will have the right to injunctive relief enjoining any such attempt, it being acknowledged that legal remedies are inadequate.

6. Security

6.1 CTA warrants that it will take commercially reasonable steps to protect all Organization Data and other Confidential Information of Organization, if any, from unauthorized or inadvertent disclosure. CTA shall use security measures consistent with common practices in the data processing industry and will perform regular security audits of its systems and network used to provide the Services. These technologies and procedures will maintain security at both web server and application layers. Organization will have the right to review the security policies and procedures as they relate to the Organization Data.

6.2 CTA will back up the Organization Data stored on the Platforms on a regular basis. In the event that Organization Data stored on the Platforms is lost, damaged, corrupted, or otherwise harmed by malfunction, failure, or faulty operation of any system provided or maintained by CTA, CTA shall, at its own expense, recover or reconstruct such data within a reasonable amount of time unless it is determined technically impossible to do so.

6.3 CTA’s complete security policy can be found at https://communitytechalliance.org/security

6.3 Organization will be able to access and download the Organization Data at any time, using the data

export and reporting tools.

6.4 Organization may not export CTA Data from the Platforms.

6.5 Organization warrants that all Users will complete the CTA Security Checklist (available at https://communitytechalliance.org/security) prior to use of the Services.

7. Term and Termination; Modification of these Terms; Modification of the Services

7.1 These Terms shall be effective on the first day of the initial subscription period for your Plan. These Terms shall remain in effect until Organization cancels the automatic renewal of its Plan as provided in Section 3, or until terminated as provided in Section 7.2.

7.2 Either party may terminate these Terms upon written notice to the other party (i) if the other party has breached a material obligation under these Terms and has failed to cure the breach within ten (10) business days after receiving written notice of the breach (the “Cure Period”); provided that if the breaching party has commenced action to cure the breach within the Cure Period but such breach is not curable within the Cure Period, the Cure Period shall be extended for a reasonable amount of time, not to exceed thirty (30) business days; or (ii) if the other party becomes insolvent, makes any assignment for the benefit of creditors, files a petition or otherwise seeks relief under any bankruptcy, insolvency or reorganization statute or has filed against it an involuntary petition in bankruptcy which remains undismissed or undischarged for a period of thirty (30) days after filing.

7.3 Upon termination or expiration of these Terms, each party shall return to the other party (or destroy, and provide written notice to the other party of such destruction) all Confidential Information of such other party; provided, however, that unless Organization instructs CTA in writing to delete or return all Organization Data, CTA will retain such data as is it stored or synced on the Platforms, for a reasonable period of time (as determined by CTA in its sole discretion) for the sole purpose of making it available to Organization should it resume use of the Services in the future.

7.4 Upon termination due to the winding down of CTA’s operations, CTA will work with the Organization to accomplish an orderly transition of Organization Data and services to a trusted provider.

7.5 We reserve the right, at our discretion, to modify these Terms at any time. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. Please review these Terms whenever we modify them, because if you continue to use the Services after we have posted modified Terms, you are indicating to us that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then do not use the Services anymore.

7.6 We reserve the right to change or discontinue any specific features of the Services at any time, at our sole discretion. If we materially change any specific features in a way that substantially degrades service, or discontinue the Services, we will give you at least sixty (60) days prior written notice. If any such modification of the Services has a materially adverse effect on the intended functionality of the Services as used by Organization, we will refund the unused portion of Organization’s prepaid subscription fees. We also reserve the right to discontinue the Services in their entirety at any time, in which case we will refund the unused portion of Organization’s prepaid subscription fees. Except as stated above, we will have no liability to you on account of any change to or discontinuation of the Services.

8. Indemnification

8.1 Organization agrees to indemnify, defend and hold CTA and its officers, directors, employees, agents, affiliates, service providers, successors and assigns harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs, arising from or relating to (i) Organization’s breach of these Terms; and (ii) Organization’s violation of any party’s rights, including, but not limited to, intellectual property rights, right of privacy, right of publicity and confidentiality.

8.2 CTA shall defend Organization against any third party claim that the Services infringe a third party’s U.S. patent or copyright (an “Infringement Claim”), and indemnify Organization from the resulting costs and damages awarded against Organization to the third party making such Infringement Claim, by a court of competent jurisdiction or agreed to in settlement; provided that Organization: (i) notifies CTA promptly in writing of such Infringement Claim, (ii) grants CTA sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to an CTA request for assistance. CTA will have the exclusive right to defend any such Infringement Claim and make settlements thereof at its own discretion, (provided that CTA may not settle any Infringement Claim against Organization unless the settlement unconditionally releases Organization of all liability), and Organization may not settle or compromise such Infringement Claim, except with prior written consent of CTA. Should the Services become the subject of such an Infringement Claim, CTA shall, at its option and expense, (a) procure for Organization the right to make continued use of the Services, (b) replace or modify such so that it becomes non-infringing, or (c) terminate these Terms and refund to Organization fees, if any, for any periods after the date of the termination.

9. Warranties

9.1 CTA warrants to Organization that (a) the Services as made available to Users will conform in all material respects with its description and be of reasonably satisfactory quality; (b) CTA will use reasonable skill and care in maintaining and making the Services available during Organization’s subscription in a manner that minimizes errors and interruptions in the Services; and (c) CTA will use reasonable endeavors to remedy any defects in the Services.

9.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMMUNITY TECH ALLIANCE MAKES NO WARRANTY OF ANY KIND REGARDING THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND COMMUNITY TECH ALLIANCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. COMMUNITY TECH ALLIANCE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

10. Limitations on Liability

10.1 EXCEPT FOR THE PARTIES' CONFIDENTIALITY, SECURITY AND INDEMNIFICATION OBLIGATIONS OF SECTIONS 5, 6 AND 8 OF THESE TERMS WHICH, FOR ANY SINGLE INCIDENT

ARISING OUT OF OR RELATED TO SUCH SECTIONS OF THESE TERMS, SHALL BE LIMITED TO ONE MILLION US DOLLARS, NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE

INCIDENT ARISING OUT OF OR RELATED TO THESE TERMS WILL EXCEED THE AMOUNT PAID OR PAYABLE BY ORGANIZATION HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY ORGANIZATION HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT ORGANIZATION’S PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

10.2 EXCEPT FOR THE PARTIES’ THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THESE TERMS AND FOR ANY BREACH BY ORGANIZATION (OR USERS) OF THE ACCEPTABLE USE POLICY, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. General

11.1 Nothing contained in these Terms shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The relationship between the parties shall at all times be that of independent contractors. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

11.2 These Terms, including any exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, oral or written, and all other communications relating to the subject matter hereof. Except as expressly permitted above, no amendment or modification of any provision of these Terms will be effective unless it is in writing and signed by both parties to these Terms.

11.3 Neither party shall sell, transfer, assign, or subcontract any right or transfer or delegate any obligation hereunder except as expressly provided herein without the prior written consent of the other party, except by CTA to an affiliated entity which agrees to assume all rights and liabilities of these Terms. Any act in derogation of the foregoing shall be null and void ab initio.

11.4 Any notice required to be given under these Terms shall be deemed to have been sufficiently given either when sent by first class mail, United Postal Service or similar carrier, or email (upon confirmation of receipt), unless written notice of a change of contact information is given. Notice sent by first class mail is considered to be received three days after the date the notice was postmarked. Notice sent by email is considered to be received on the date the recipient confirms receipt. Any notice to CTA pursuant to this Section shall be sent to:

Community Tech Alliance 4315 50th Street NW Washington, DC 20016 info@techallies.org

11.5 The validity, construction, performance and enforcement of these Terms shall be governed by the internal laws of the District of Columbia (without giving effect to the laws, rules or principles of the District of Columbia regarding conflicts of laws). All actions, proceedings or litigation brought by either party relating to these Terms shall be instituted and prosecuted exclusively within the Federal and State courts situated within the District of Columbia and courts with appellate jurisdiction therefrom, and the parties hereby agree and submit to the jurisdiction of such courts for such purposes and agree that venue therein is proper and convenient.

11.6 Whenever possible, each provision of these Terms shall be construed in such manner as to be effective and valid under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms will remain in full force and effect.

11.7 The rights and remedies of each of the parties as specified in these Terms are not to the exclusion of each other or of any other rights or remedies of either party. Each of the parties may decline to exercise one or more of its rights and remedies as it may deem appropriate without jeopardizing any other of its rights or remedies.

11.8 CTA shall not be liable to Organization or any other person, firm or entity for any failure of performance under these Terms, if such failure affecting CTA or its service providers and contractors is due to any cause or causes outside of its control, including, but not limited to, strikes, labor disputes, lockouts, or work stoppages, or other labor difficulties, shortages of labor or materials, riots, disease, vandalism, civil disturbances, acts of terrorism, wars, third-party provider outages, cable cuts, power crisis shortages, infrastructure outages or failures, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, inclement weather, fires, floods, storms, explosions, and other uncontrollable acts of God or nature, or other similar occurrences; any law, order, regulation, direction, action or request of the United States or foreign government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority, or national emergencies.