This Data Use Agreement (“Agreement”) summarizes the terms of data usage for all candidates, campaigns, and republican political party officials. In order to receive data from the Massachusetts Republican Party (“MRP”) database, you are required to acknowledge and abide by each of the terms and conditions of this Agreement.
1. Data and Information. The “Recipient” desires to obtain Basic Voter Data from the centralized database owned by the Massachusetts Republican Party (MRP). The MRP will provide and information in return for full cooperation and compliance with this Agreement. The MRP and its representatives retain the sole and exclusive discretion to approve or deny any requests.
2. Purpose. The purpose of this Agreement and the Victory Program is to provide information, data, and enhanced campaigning capability, at no cost, to Republican candidates, campaigns, and committees.
3. Limited Use. All information provided by the MRP is strictly for use by campaigns, candidates, committees, and their staff and only for political and election-related purposes. This specifically includes, but is not limited to, the following: Targeting voters, building campaign strategy, analyzing electorates, organizing volunteer support, and improving and enhancing overall voter turnout. Any commercial, or for-profit use whatsoever is prohibited, including any such use by consultants, vendors, or other third parties. Further, the transfer, exchange, or conveyance of information or data provided to the Recipient under this Agreement to third parties not herein authorized is absolutely prohibited. No other use of Voter Data is authorized without the expressed, written consent from the MRP.
4. Limitation of Liability/Recipient’s Consent. The Recipient herewith consents to the MRP monitoring of Recipient use of the Basic Voter Information and any use discovered by the MRP that is beyond the authorization of this Agreement will result in the immediate termination of this Agreement by the MRP. Recipient releases the MRP, its employees, agents and subcontractors from any and all claims, actions and liability for damages, losses or expenses of any sort which may arise in connection with the use of Voter Data or other information received under this Agreement.
5. Confidential Information. The Recipient agrees to keep this Agreement and the Voter Data confidential. It may not be shared with any third party individual, organization, or corporation unless expressly authorized under this Agreement or, und a separate writing, by the MRP. In exception, data may be shared with authorized vendors for the sole purpose of utilizing the data on behalf of the recipient; for example a mail or phone vendor may receive voter lists for the purpose of sending mail or phone calls on behalf of candidates or committees. The vendor must destroy this data once the intended use is complete. Additionally, all voter information collected by a specific campaign remains proprietary to the Recipient and the MRP, and cannot be shared with other campaigns or third parties without the written, expressed permission of the MRP. That notwithstanding, all voter contact will be incorporated into the MRP’s database for modeling algorithms. The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, the MRP shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.
6. Term. This agreement shall become binding upon the parties commencing upon the signed data at the end of the agreement (the “Effective Date”) and will end on a date determined by MRP (the “Termination Date”). Upon being duly executed by signing below, Recipient must return information and data received under this Agreement to the MRP within thirty (30) days after the Termination Date.
7. Revocation. Failure to abide by the terms and conditions of this Agreement will immediately terminate the Agreement and surrender the Recipient’s right to use all information provided under this Agreement. Further, MRP reserves the right to seek reimbursement to the MRP from the Recipient, of an equitable sum commensurate to the value of the data provided in breach of this agreement.
8. Force Majeure. The MRP shall not be considered in default under this Agreement or be liable for any failure to perform or delay in performing any provisions of this Agreement in the customary manner to the extent that such failure or delay shall be caused by any reason beyond our control, including an act of God; fire, explosions, hostilities or war; striking or work stoppage involving our employees or governmental restrictions, hardware or software failure, etc. provided that whoever declares force majeure shall give notice to the other promptly and in writing of the commencement of the condition, the nature of said condition, and the termination of the force majeure condition. If MRP’s performance has been interrupted by such circumstances, we shall use every reasonable means to resume full performance.
9. Notice. Any notices to be given under this Agreement by either of party may be effected in writing, delivered by registered, certified, or electronic mail.
10. No Other Agreement. This Agreement contains the entire agreement. No part of it may be changed except in a duly executed writing.
11. Governing Law. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts.
12. Attorney’s Fees. If any legal action or action in equity is required to enforce or interpret the provisions of this Agreement, whoever prevails will be entitled to reasonable attorney’s fees in addition to any other relief to which that party may be entitled.
13. Termination. The MRP shall have the right, forthwith and without further notice, to terminate this Agreement, whereupon all rights granted to you shall immediately revert to us without prejudice. Further, we will still be entitled to money that may be due or become due to us, upon the occurrence of any of the following events: A violation of any of the terms of this Agreement by either party; the death or incapacity, or dissolution of the Recipient during the term of this Agreement; or, the a party’s inability to perform under this Agreement.
14. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
15. Advice of Counsel. Each party to this Agreement represents and warrants to the other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel, if sought.