End User License Agreement

This End User License Agreement ("Agreement") is a legal agreement between users of this site (“Client”) and IPNation LLC (“IPNation”) for the licensing of the DemCounty County Manager Software and Services as further defined below. By using and/or installing any DemCounty Manager Software or Services Client (either you as an individual or, if the Software or Services will be used by an entity, on behalf of that entity) represent and agree that Client has the capacity and authority to bind Client or, if applicable, the applicable entity, to the terms of this Agreement and agree to be bound by the terms of this Agreement. If Client does not agree to the terms of this Agreement, Client may not install or use the Software and Services. This Agreement is effective on the date Client installs and/or uses any Software or Services (“Effective Date”). The Software and Services are licensed and protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. 

SERVICES.

IPNation will provide the DemCounty Manager Services (collectively, the “Services”) as further defined below. IPNation may make any changes to the Services that it deems necessary or useful to maintain or enhance the quality or delivery of the Services or to comply with applicable Law.

DEFINITIONS. The following terms are used in this Agreement as defined below:

“Client Content” means any (i) software, graphics, audio, video, diagrams, photographs, equipment, materials, documentation and other Client-owned or committee member content that is furnished to IPNation by Client in connection with this Agreement, (ii) any modifications, improvements to, or derivative works of the foregoing, and (iii) any patents, pending patent applications, copyrights, copyright applications, moral rights, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) therein.

“Confidential Information” means all information, material and data of the Discloser that does not constitute a trade secret under applicable law and: (a) is labeled or designated in writing as confidential or proprietary, (b) the Recipient is advised is proprietary or confidential, or (c) in view of the nature of such information and/or the circumstances of its disclosure, the Recipient knows or reasonably should know is confidential or proprietary. Confidential Information includes, without limitation, Client Data (as defined below), the terms and conditions of this Agreement and all non-public information relating to the Discloser’s business plans, marketing plans, customers, technology, employee and organizational information, product designs, product plans and financial information.

“Deliverables” means, as applicable, the Services provided to Client by IPNation but excluding Client Data, Client Materials and/or any Client Confidential Information.

“Device” means any electronic device that runs the DemCounty Manager Software. 

“DemCounty Manager Software” means the software developed and utilized by IPNation in provision of Services pursuant to this Agreement, which may include third party-owned software.

“DemCounty Services' ' permits Client’s designated Users to manage committee memberships and publish a member’s profile information directly to Democratic Party websites built in WordPress or the New York State Parties designated template. The Services provide pull-down menu’s and fields customized exclusively for the Democratic Party with fields for name, county and town/club committees, roles, image, election district, Van ID, email, mailing address, and membership term. The Client may (a) add and delete members or member content, (b) export a CSV report, (c) auto-publish a member directory widget with name, image, election district, committee with (d) contact button linked to Client-designated email, onto the County Democratic Committee website. Client can request additional customizations including fields, reports, and auto-publishing the member directory widget to websites using different technology or to local Town/Club sites for an additional fee.  

“Party” and “Parties” means IPNation and/or Client, individually or collectively as applicable.

“Users” are those individuals permitted by IPNation as per Agreement, and designated by Client to utilize the Services during the Term. Each County and Town/Club Chair will be automatically designated as Users, or a committee member designated by the Chair to act on their behalf. Additional Users can be added for additional fees. 

FEES AND PAYMENT.

IPNation shall license to Client the Services and will invoice Client annually. Invoice will include term, estimated membership and any additional costs for mutually agreed to customizations. DemCounty Manager Software is licensed at $2 per committee member for all or part of any calendar year, with a minimum fee of $300.00 per County. Client will pay the annual invoice within 30 days. All annual licenses are non-cancellable and non-refundable. IPNation may cease providing any Services until past-due payments are made. Late payments are subject to a charge of the lesser of 1.5% per month or the maximum allowed by law during such time as any payment is late as well as collection costs, including reasonable collection and attorney’s fees. Prices do not include, and Client shall be responsible for, all applicable taxes of any kind due in respect of the transactions contemplated by this Agreement, except taxes on IPNations income.

TERM AND TERMINATION.

Term. This Agreement shall be effective until terminated by either party as follows: Client may terminate the Agreement at any time by providing IPNation with written notice thereof; IPNation may terminate the Agreement at any time, in its entirety, but only if Client breaches the Agreement. Upon any such termination, all licenses granted herein (or, if the termination is effective only as to the term-based Software, the licenses for such term-based Software) shall become null and void and Client must immediately cease using, and destroy all copies of, all the Software.

Effect of Termination. The termination of this Agreement will not entitle Client to a refund for any previously paid fees (unless as provided for under this Agreement) or release Client of Client’s payment obligations agreed to prior to termination for any unpaid undisputed monies due, including all monies due to IPNation but not yet invoiced for Services. Moreover, termination shall not relieve either party from its obligation under any provisions hereof that contemplate performance subsequent to any termination of this Agreement, including without limitation the provisions regarding Confidentiality, Limitation of Liability, shall survive termination of this Agreement. Upon the termination of this Agreement, both parties shall promptly, and in any event within thirty (30) days following termination, return to the other party all property and Confidential Information belonging to the other, in all forms partial and complete, in all types of media and computer memory, and whether or not merged with other materials, or, to the extent such return is not reasonably practical, will destroy the foregoing and provide the originating party with a certificate by an officer of the company certifying destruction.

IPNation may temporarily suspend the Services, directly or indirectly, and by use of a disabling device or any other lawful means, if: (a) IPNation receives a judicial or other governmental demand or order, subpoena or law enforcement request that requires IPNation to do so; or (b) IPNation reasonably believes that Client has been, or is likely to be, involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (c) this Agreement expires or is terminated.

NON DISCLOSURE OF CONFIDENTIAL INFORMATION.

This section expressly supersedes any prior confidentiality agreement or non-disclosure agreement between the Parties unless otherwise expressly agreed in writing.

Each Party (as applicable, the “Recipient”) may not use, other than in connection with the provision or receipt of the Services, or disclose to anyone, other than officers, employees or representatives of the Recipient with a need to know for purposes of this Agreement and who are subject to confidentiality obligations consistent with the terms of this Agreement (“Representatives”), any Confidential Information disclosed to the Recipient by the other Party (as applicable, the “Discloser”). The Recipient shall safeguard disclosure of such Confidential Information to the same extent as with the Recipient’s own Confidential Information, but shall at least use reasonable care. Upon termination or expiration of this Agreement, or earlier upon request of the Discloser, the Recipient shall promptly return to the Discloser or destroy the Discloser’s Confidential Information in its possession or under its control.

The confidentiality obligations of this section shall not apply to any such information that: (a) is or becomes publicly known without any fault of or participation by the Recipient or its Representatives, (b) was in Recipient's possession prior to the time it was received from Discloser or came into Recipient's possession thereafter, in each case lawfully obtained from a source other than Discloser or its Representatives and not subject to any obligation of confidentiality or restriction on use, or (c) is independently developed by the Recipient without reference to the Discloser's Confidential Information. It shall not be a violation of this section for Recipient to disclose any Confidential Information to the extent it is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Recipient shall, unless prohibited by law, notify the Discloser of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Discloser.

Any use or disclosure of the Discloser's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the Discloser irreparable damage for which remedies other than injunctive relief may be inadequate, and both Parties agree that the Discloser may request injunctive or other equitable relief seeking to restrain such use or disclosure.

The provisions of this section will survive the termination or expiration of this Agreement for any reason for a period of five years, except that with respect to any Confidential Information that constitutes a trade secret under applicable, with respect to which these provisions will survive for so long as such information retains its status as a trade secret under such law.

LIMITED WARRANTY.

IPNation warrants to you that for a period of thirty (30) days from delivery (the “Warranty Period”) the Services shall operate in substantial conformity with the published user documentation. IPNation’s sole liability (and your exclusive remedy) for any breach of this warranty shall be, in IPNation’s sole discretion, to use commercially reasonable efforts to provide you with an error-correction or work-around which corrects the reported non-conformity, or if IPNation determines such remedies to be impracticable within a reasonable period of time, to refund the fees paid for the applicable Services.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IPNATION MAKES NO WARRANTIES WHATSOEVER AND PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IPNATION HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, COURSE OF DEALING, COURSE OF PERFORMANCE, AVAILABILITY, USAGE OF TRADE, ACCURACY OF INFORMATIONAL CONTENT AND SYSTEM INTEGRATION. IPNATION DOES NOT WARRANT THE OPERATION OF THE SERVICES TO BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE OR HARDWARE PRODUCTS OR THAT ALL DEFICIENCIES OR ERRORS ARE CAPABLE OF BEING CORRECTED. FURTHERMORE, IPNATION DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE SERVICES OR THE RESULTS OBTAINED THEREFROM OR THAT THE SERVICES WILL SATISFY CLIENT’S REQUIREMENTS. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICES IS AT CLIENT’S RISK. IPNATION DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR ANY THIRD PARTY PRODUCTS OR SERVICES.

IPNation will have no responsibility or liability for any failure of the Services or any failure to perform resulting from an event or occurrence beyond its reasonable control, including, without limitation, (a) the flow of data to or from IPNations’s network and other portions of the Internet which depend on the performance of Internet and telephone services not provided or controlled by IPNation; (b) a service interruption caused by a security threat until such time as the security threat has been eliminated; and (c) any emergency maintenance initiated by IPNation in order to mitigate or prevent any ongoing or imminent breach of security or network integrity (with any of the foregoing being a “Force Majeure Event”).

DATA OWNERSHIP; DATA SECURITY.

As between IPNation and Client, Client owns all right, title and interest in and to any data provided to IPNation by Client in connection with this Agreement (“Client Data”). IPNation’s use of such Client Data shall not create in IPNation’s favor any right, title or interest therein. IPNation recognizes the proprietary and confidential nature of the Client Data and the irreparable harm that would occur from unauthorized disclosure. IPNation shall exercise commercially reasonable efforts to seek to prevent or mitigate threats or hazards to the security or integrity of Client Data and unauthorized access to or use of such Client Data.

In the event that IPNation is notified of, or gains actual knowledge of facts reasonably leading it to believe there is a likelihood of, any actual or attempted access, use, misuse, acquisition, destruction, loss, misappropriation, compromise, release or disclosure to or of any Client Data in the possession, custody or control of, IPNation (a “Security Breach”), IPNation shall, promptly after IPNation learns of the Security Breach: (a) notify Client of the Security Breach; (b) investigate such Security Breach and provide reasonable assistance to Client; and (c) take action (as determined in IPNations reasonable discretion) to promptly remediate the Security Breach. Unless required by applicable law, IPNation shall not make any public announcements relating to such Security Breach without first consulting with, and obtaining the prior written consent of, Client or notify any individual whose personally-identifiable and non-public information may have been affected by a Security Breach or any third party other than law enforcement of any Security Breach without first consulting with, and obtaining the prior written consent of, Client.

In the event that Client is notified of, or gains actual knowledge of facts reasonably leading it to believe there is a likelihood of, any actual or suspected access, use, misuse, acquisition, destruction, loss, misappropriation, compromise, release or disclosure (or attempted access, use, misuse, acquisition, destruction, loss, misappropriation, compromise, release or disclosure) to or of any Client Data on Client’s network (a “Client Security Breach”), Client shall, promptly after Client learns of the Client Security Breach: (a) notify IPNation; (b) investigate such Security Breach; and (c) take action (as determined in Client’s reasonable discretion) to promptly remediate the Client Security Breach.

INDEMNIFICATION.

IPNation will indemnify and defend Client and its respective officers, directors, and employees (collectively, the “Indemnitees”) from and against third party claims (and will pay any resulting damages, costs or liabilities awarded by a court of final jurisdiction) arising solely from a claim that the Services infringe any United States or European Union patent or any copyright rights (in or of countries that are signatories to the Berne Convention) (an “IP Claim”) of a third party.

Remedies for IP Claims. If IPNation determines that the Services are the subject of an IP Claim, IPNation may, in its sole discretion and at its sole cost and expense, modify the Services to eliminate the source of the IP Claim, or cease to provide the applicable Services and refund any prepaid fees in respect of the applicable Services. IPNation’s execution and completion of the foregoing remedies will be IPNation’s sole liability, and Client’s exclusive remedy, for any such IP Claim.

Client will indemnify and defend IPNation, and its affiliates, officers, directors, and employees against all Losses arising out of any claims that the combination by Client of any Client software, content, data, marks or other materials provided by Client or utilized by Client with the Services infringes or violates any third party's valid patent, copyright or trade secret right under the any applicable laws.

If any Party is entitled to indemnification under this Section, the Party seeking such indemnification (the “Indemnified Party”) must promptly notify the Party obligated to provide indemnification (the “Indemnitor”) of the existence of the Claim (together with copies of any applicable documents or other relevant information); provided that any delay or failure to so notify the Indemnitor shall not relieve the Indemnitor from its responsibilities hereunder, except to the extent the Indemnitor is actually prejudiced by any such failure or delay; provide Indemnitor with reasonable assistance and cooperation in connection with the defense of the Claim, in each case at the Indemnitor’s sole expense, and allow Indemnitor to control the Claim and any related settlement negotiations; provided that the Indemnified Party shall have the right to participate in such Claim or settlement negotiations with counsel at its selection and at its sole expense. The Indemnitor may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the Indemnified Party or diminishes the Indemnified Party’s rights without first obtaining the Indemnified Party’s express written consent.

LIMITATIONS OF LIABILITY. EXCEPTING ONLY IN THE EVENT OF A BREACH BY CLIENT OF PROPRIETARY RIGHTS OR A BREACH BY EITHER PARTY OF NONDISCLOSURE OF CONFIDENTIAL INFORMATION, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS, FORESEEABLE OR UNFORESEEABLE, OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, LOST OR DAMAGED DATA OR SOFTWARE, LOSS OF USE OF PRODUCTS, OR DOWNTIME) ARISING FROM THE SALE, DELIVERY OR USE OF SOFTWARE, PERFORMANCE OF ANY SERVICES OR ANY OTHER ACT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IPNATION’S MAXIMUM LIABILITY TO CLIENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CLIENT DURING THE PRECEDING TWELVE MONTH PERIOD. MONETARY DAMAGES AS LIMITED BY THIS SECTION SHALL SERVE AS CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM UNDER THIS AGREEMENT FOR WHICH AN EXCLUSIVE REMEDY IS NOT PROVIDED, AND AS CLIENT’S SOLE AND EXCLUSIVE ALTERNATIVE REMEDY SHOULD ANY EXCLUSIVE REMEDY HEREUNDER BE FOUND TO FAIL OF ITS ESSENTIAL PURPOSE. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED.

MARKETING

During the Term, IPNation may refer to Client as a user of the Services, including captioned quotations in product literature or advertisements, articles, press releases, marketing literature, presentations, on IPNation’s websites, and the like, and reasonable use as a reference for potential new users.

FORCE MAJEURE. Neither IPNation nor Client will be liable to the other for failure to perform any of its obligations under this Agreement, other than the payment of fees, to the extent such failure is caused by an event outside its reasonable control, including but not limited to, an act of nature, war, or natural disaster (each, a “Force Majeure Event”). The affected Party shall as soon as commercially practicable notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. If the performance by the affected Party of its obligations with regard to this Agreement is prevented, hindered or delayed by the Force Majeure Event for more than 5 consecutive days, then the other Party may, in its sole discretion, immediately terminate this Agreement by giving notice of termination to the affected Party. Upon any such termination, (i) the terminating Party shall have no further liability other than such liabilities as have already accrued up to the date of occurrence of such Force Majeure Event and (ii) IPNation will promptly refund all Fees paid by Client for the remainder of the Term.

GOVERNING LAW

This Agreement and the rights and obligations of the parties will be governed by and construed in accordance with the laws of the State of New York in the United States. 

MISCELLANEOUS.

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by hand, by registered or certified mail, postage prepaid, return receipt requested; by a nationally recognized overnight courier service; or by email to the last known email address of the addressee, with return receipt requested. Notices shall be deemed received when delivered by hand, by mail or by courier, as evidenced by the service provider’s records, and when received, as evidenced by email confirmation.

This Agreement is binding upon and inures to the benefit of the parties, their successors and permitted assigns. Neither party may assign or transfer its rights hereunder without the other party’s prior written consent, provided that Imprivata may assign this Agreement in connection with a merger or consolidation or the sale of all or substantially all of its assets or stock.

All references to "include" and "including" shall be illustrative, shall be deemed to mean "including without limitation" and shall not be deemed to introduce all-inclusive lists. The language, terms, conditions, and provisions of this Agreement are the result of negotiations between the Parties and this Agreement will not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement or based on a Party’s undertaking of an obligation under this Agreement. Should any provision of this Agreement require judicial interpretation, the Parties agree that the court interpreting the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one Party than against another. In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

IPNation may from time to time, prior to or during the term of this Agreement, disclose to Client information related to planned future products, features or enhancements. IPNation’s development efforts and plans are subject to change at any time, without notice; IPNation provides no assurances that IPNation will introduce any such future products, features or enhancements and assumes no responsibility to introduce such products, features or enhancements. Client acknowledges that Client’s current purchasing decisions are not made based on the reliance on any such future timeframes or specifics described to Client.

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior and contemporaneous agreements and understandings with respect thereto. No modification, extension, or waiver of or under this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party sought to be charged therewith. No waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this Agreement.

Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties hereto or constitute or be deemed to constitute one Party as agent of the other, for any purpose whatsoever, and neither Party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose. For the avoidance of doubt, this Agreement is non-exclusive and Client is free to use other providers of services similar to the Services now or in the future.

Notwithstanding any use of the term “sale,” “purchase” or other similar terms in this Agreement, IPNation retains all right, title and interest in and to the DemCounty Manager Software, Services, Deliverables and documentation, and any derivative works thereof, including, but not limited to, all patent, copyright, trade secret, trademark and other intellectual property rights associated therewith. Client will not itself, directly or indirectly, and will not permit authorized users, other employees or contractors, or any third party to: (i) access the Services with software or means other than as described in this Agreement; (ii) submit any automated or recorded requests to the Services except as otherwise provided in this Agreement; (iii) modify, port, translate, or create derivative works of the DemCounty Manager Software, Services, or Deliverables; (iv) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, or algorithms of the DemCounty Manager Software, Services, or Deliverables by any means (except to the extent permitted by mandatory laws); (v) sell, lease, license, sublicense, copy, assign, transfer, share, market, or distribute the DemCounty Manager Software, Services, or Deliverables, except as expressly permitted in this Agreement; (vi) grant any access to, or use of, the DemCounty Manager Software, Services, or Deliverables through a service bureau, timesharing or application service provider basis; (vii) remove any proprietary notices, labels or marks from the DemCounty Manager Software, Services, or Deliverables; (vii) release to a third party the results of any benchmark testing of the DemCounty Manager Software, Services, or Deliverables; or (viii) defeat or circumvent any controls or limitations contained in or associated with the use of the DemCounty Manager Software, Services, or Deliverables. In no event shall anything in this Agreement or in IPNation’s conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. All rights not expressly granted to Client under this Agreement are reserved by IPNation and/or its licensors.