Terms of Service

NCFREE Campaign Finance Dashboard — Data Access Agreement

This Data Access Agreement (“Agreement”) is entered into by you (“User”) and North Carolina Free Enterprise Foundation (“NCFREE”)as a condition of access to NCFREE’s proprietary Campaign Finance Dashboard and any associated data, files, tools, or documents (collectively, “Dashboard”). Please read the Agreement carefully before you start to use the Dashboard. By using the Dashboard, or by clicking to accept or agree to the Agreement when this option is made available to you, you accept and agree to be bound and abide by the Agreement. In order to access and use the Dashboard you must be at least eighteen (18) years old. If you do not want to agree to the Agreement, you must not access or use the Dashboard.

1. Ownership and Confidentiality

As between User and NCFREE, the Dashboard and all data and information associated therewith and/or obtained through access to the Dashboard (“Dashboard Data”) and all intellectual property or other proprietary rights therein are and will remain the sole and exclusive property of NCFREE. User agrees not to take any actions inconsistent with NCFREE’s ownership of each of NCFREE’s rights in and to the Dashboard, Dashboard Data, and/or intellectual property or other proprietary rights therein. Except as otherwise expressly granted in this Agreement, User shall not have or acquire any rights or interest in or to the Dashboard, Dashboard Data, and/or intellectual property or other proprietary rights therein.
User acknowledges and agrees that the Dashboard and all Dashboard Data is confidential and proprietary information of NCFREE and shall not be shared with any third parties outside of the firm (e.g., a lobbying or consulting firm), organization, company, business, or any other legal entity to which User belongs and/or is employed by or associated with (each, a “User’s Firm”).
User agrees that User shall not directly or indirectly: (i) reproduce, distribute, republish, share, assign, license, sublicense, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Dashboard and/or Dashboard Data, or make the Dashboard and/or Dashboard Data available to third parties, whether in whole or in part, except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Dashboard for any purpose, including, without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Dashboard on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Dashboard and/or Dashboard Data in violation of any applicable laws or regulations; (v) possess or use the Dashboard in any format other than machine-readable format; or (vi) take any action to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Dashboard.
User acknowledges and agrees NCFREE owns all right, title and interest in and to: (i) all names, logos, product and service names, designs, slogans, trademarks, copyrights, patents, other intellectual or proprietary rights, applications, multimedia content, or other information created by, owned or controlled by NCFREE, and/or (ii) the look, feel, layout and organization of the Dashboard (collectively the “NCFREE Materials”). Except as expressly set out in Section 2, User agrees that nothing set forth in this Agreement shall be construed as granting, by implication, estoppel or otherwise, a license or right to use the NCFREE Materials without the prior written permission of NCFREE.
User agrees to immediately report to NCFREE, and to use best efforts to immediately stop, a violation of any term or condition set forth in this Section 1.

2. License and Authorized Use

NCFREE grants the User a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Dashboard and the Dashboard Data in the Territory (as defined herein) solely for User’s own internal operational and administrative purposes, in accordance with the Dashboard’s and Dashboard Data’s intended uses. Users may not use or disseminate the Dashboard Data for the benefit of third-party entities who are not members of NCFREE. This includes sharing analyses, downloads, screenshots, or derivative works with non-member clients, coalitions, trade associations, political allies, or any other party outside of the User’s Firm without prior written consent. User’s access to and use of the Dashboard and Dashboard Data is subject to the terms and conditions set forth herein and in those additional guidelines, rules, and operating policies that NCFREE may establish and to which it posts links to on https://ncfree.org/ (“Site”), or provides to User from time to time, all of which are incorporated herein by reference (collectively, the “Policies”) User agree that User’s access and use of the Dashboard is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by NCFREE with respect to future functionality or features. In this Agreement, “Territory” means the United States of America and its territories.

3. Account; Password

In order to access and use the Dashboard and/or Dashboard Data, User must register for a Dashboard account (an “Account”). In connection therewith, User shall be required to create a unique username and password (together, the “Password”). User agrees to maintain its Password and its Account in strict confidence and not to disclose or otherwise provide access to its Password or Account to any party without first obtaining NCFREE’s prior written consent. In the event User’s Password is lost, or User’s Password or Account is compromised (or is suspected to be), User agrees to immediately notify NCFREE of such loss or compromise, as the case may be, and User agrees User will be responsible solely for all actions, damages, liabilities and losses incurred as a result of such loss or compromise, except to the extent arising from NCFREE’s gross negligence or willful misconduct. In connection with User’s Account, User hereby represents and warrants to NCFREE that all information User provides to NCFREE is and will be truthful and accurate in all material respects, and User and/or User’s Firm is not directly or indirectly (as an owner, strategic partner or otherwise) engaged in any business relationship or activity that competes with the Dashboard.

4. Prohibited Use

Any and all activities which are harmful to, inconsistent with, or disruptive of the Dashboard and the beneficial use and enjoyment of the Dashboard and/or Dashboard Data are expressly prohibited. The User agrees not to:

Use Dashboard Data in ways that would allow others (such as clients, lobbyists, or consultants) to avoid joining NCFREE while benefiting from its confidential or proprietary information.
Store, publish, distribute, reproduce, share, assign, license, sublicense, transfer, sell, rent, and/or lease Dashboard Data in any shared repositories, content, social media or blog posts, graphics, video or audio recordings, or other publications without express written permission.
Use Dashboard Data to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws to any individuals, entities or Political Action Committees listed on or whose identity is provided or discernable through the Dashboard (each a, “Dashboard Listee,” and collective, “Dashboard Listees”).
Perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded by or downloaded by any Dashboard Listee any “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other like form of solicitation.
Contact any Dashboard Listee who has requested not to be contacted.
Harass, stalk or otherwise disturb any Dashboard Listee.
Impersonate any person or entity or falsely state or misrepresent User’s affiliation with another person or entity, including, without limitation, any Dashboard Listee or NCFREE.
Perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded or downloaded by the Dashboard any software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Dashboard.
Perform or facilitate any act which interferes with or disrupts the Dashboard or servers, systems or networks connected to the Dashboard.
Use any robot, spider, scraper or other automated means to access the Dashboard and collect Dashboard Data for any purpose without NCFREE’s express written permission.
Use any manual process to monitor or copy any of the Dashboard Data or materials on the Dashboard for any other purpose not expressly authorized in the Agreement, without NCFREE’s prior written consent.
Access the Dashboard in order to build a similar or competitive website, product, or service or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
Permit direct or indirect access to or use of the Dashboard and/or Dashboard Data in a way that circumvents applicable laws or promotes hate and bigotry, act(s) of violence or terrorism, or commission(s) of crimes or illegal activities.

The User hereby represents, warrants, and covenants to NCFREE that User’s use of the Dashboard and/or Dashboard Data is and will at all times be in accordance with all applicable laws, rules and regulations, and without infringement or misappropriation of any intellectual property or other right of a third party; and User will use the Dashboard and/or Dashboard Data to conduct all business in a professional, businesslike manner and will not engage in deceptive, fraudulent, misleading, illegal or unethical business practices.
NCFREE shall be entitled to: (i) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Dashboard and/or the Dashboard Data, and (ii) cooperate fully with any law enforcement authorities or court order requesting or directing NCFREE to disclose the identity or other information of anyone using the Dashboard and/or the Dashboard Data in violation of applicable laws, regulations, and/or court orders. USER WAIVES AND HOLDS HARMLESS NCFREE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

5. Organizational Accountability

If the User is an employee, contractor, or agent of a Firm, the Firm is equally bound by this agreement. Any sharing of data with a Firm’s clients who are not members of NCFREE constitutes a violation of this agreement.

6. Reliance on Dashboard Data

The Dashboard Data and/or any other information presented on or through the Dashboard is made available solely for general information purposes. NCFREE does not warrant the accuracy, completeness, or usefulness of the Dashboard Data or such information presented on or through the Dashboard. Any reliance User places on the Dashboard Data or such information presented on or through the Dashboard is strictly at User’s own risk. NCFREE disclaims all liability and responsibility arising from any reliance placed on the Dashboard Data or such information presented on or through the Dashboard by User, User’s Firm, or by any other parties that use the Dashboard Data or such information presented on or through the Dashboard.

7. Termination and Remedies

NCFREE reserves the right to terminate access to the Dashboard at any time, with or without cause. Violations of this Agreement may result in legal action, including injunctive relief and monetary damages. NCFREE reserves the right to report breaches of this agreement to any affiliated organizations or regulatory entities. User understands and agrees that NCFREE may delete or deactivate User’s Account, and/or Password, block User’s email or IP address, or otherwise terminate User’s access to or use of the Dashboard (or any part thereof), immediately and without notice, if NCFREE believes User breached any term or condition set forth herein, without liability or penalty to User.
Upon any termination of this Agreement, User shall immediately cease accessing or using the Dashboard and/or the Dashboard Data and hereby agree not access or make use of, or attempt to use, the Dashboard and/or the Dashboard Data.

8. Disclaimers

TO THE FULLEST EXTENT PROVIDED BY LAW, NCFREE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO USER’S USE OF THE DASHBOARD AND/OR DASHBOARD DATA AND/OR TO USER’S DOWNLOADING OF ANY DASHBOARD DATA.

USER’S USE OF THE DASHBOARD AND/OR DASHBOARD DATA IS AT USER’S OWN RISK. THE DASHBOARD AND/OR DASHBOARD DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NCFREE NOR ANY PERSON ASSOCIATED WITH NCFREE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE DASHBOARD AND/OR DASHBOARD DATA. WITHOUT LIMITING THE FOREGOING, NEITHER NCFREE NOR ANYONE ASSOCIATED WITH NCFREE REPRESENTS OR WARRANTS THAT THE DASHBOARD AND/OR DASHBOARD DATA WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES THE DASHBOARD AND/OR DASHBOARD DATA AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE DASHBOARD AND/OR DASHBOARD DATA WILL OTHERWISE MEET USER’S NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, NCFREE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

9. Limitation of Liability

IN NO EVENT WILL NCFREE, OR ANY OF ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS (“REPRESENTATIVES”) BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, LOST PROFITS, REMOTE, COVER, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THIS AGREEMENT OR THE USE OR THE INABILITY TO USE THE DASHBOARD AND/OR DASHBOARD DATA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR BUSINESS OPPORTUNITY OR LOSS OF DATA, EVEN IF NCFREE AND/OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NCFREE’S MAXIMUM AGGREGATE LIABILITY TO USER FOR ANY AND ALL DAMAGES, LOSSES AND CLAIMS ARISING OUT OF THIS AGREEMENT AND/OR FROM THE USE OF THE DASHBOARD AND/OR DASHBOARD DATA, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, IS LIMITED TO ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NCFREE AND USER. No claim may be asserted by User against NCFREE more than twelve (12) months after the termination of this Agreement.

10. Indemnification

User agrees to defend, indemnify, and hold harmless NCFREE, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to User’s violation of the Agreement or User’s use of the Dashboard Data and/or the Dashboard.

11. Geographic Restrictions

NCFREE, the owner of the Site and the Dashboard is based in the State of North Carolina in the United States of America. NCFREE provides the Site and the Dashboard for use only by persons located in North Carolina. NCFREE make no claims that the Site and/or the Dashboard or any of its content, including, without limitation, the Dashboard Data is accessible or appropriate outside of North Carolina. If User accesses the Site, the Dashboard, and/or the Dashboard Data from outside North Carolina, User acknowledges and agrees that it does so on its own initiative and are responsible for compliance with any applicable local laws.

12. Term and Survivability

This Agreement shall commence on the date User first uses the Dashboard, and shall remain in effect for the duration of the User’s access to the Dashboard, provided, however, all rights and/or obligations hereunder which are by their nature continuing, including without limitation obligations pertaining to confidentiality, ownership, indemnification, warranties, obligations upon termination, limitation of liabilities, and remedies, shall survive the termination of this Agreement.

13. Governing Law and Jurisdiction

All matters relating to the Dashboard, the Dashboard Data and the Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of North Carolina or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, the Dashboard, the Dashboard Data and the Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in the City of Raleigh and County of Wake. User waives any and all objections to the exercise of jurisdiction over User by such courts and to venue in such courts.

14. Miscellaneous

This Agreement is made for the benefit of User and NCFREE only and there are no intended third party beneficiaries.
A party’s failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default.
User may not assign or transfer this Agreement or any rights or obligations hereunder, and any attempt to do so shall be considered null and void.
NCFREE shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond NCFREE’s reasonable control, including causes resulting from third party acts.
Any notice required or given to User under this Agreement shall be delivered by electronic mail at the email address provided by User in connection with its registration to use the Dashboard.
The relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to create a joint venture or partnership between the parties or to give either party the power to act as agent for the other or to enter into any agreement on behalf of the other party.
This Agreement and the Policies constitute the entire agreement and understanding between User and NCFREE and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between User and NCFREE.
If any part(s) of this Agreement are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
At all times, User agrees NCFREE may use or incorporate any suggestions or recommendations submitted by User without compensation or attribution to User, and User hereby assigns to NCFREE all rights, title and interest in and to such suggestions or recommendations.
If “User” is an entity, “User” shall mean the entity using the Dashboard and/or Dashboard Data and the individual accepting this Agreement by or on behalf of the entity shall be presumed by NCFREE to have the authority to do so.

ND:4918-9799-1497, v. 2