Terms and Conditions of Partner Participation

This document sets for the terms and conditions (the “Terms”) for your organization to partner with U.S. Digital Response (“USDR”), whether to utilize volunteers placed by USDR with your organization, to collaborate with multiple organizations and USDR’s talented volunteers and staff, or to otherwise make use of USDR’s resources and efforts as a partner of USDR (collectively, the “Program”). By accepting the services provided through USDR’s Program (the “Services”), your organization agrees to the following terms and conditions of the Program, which shall become a legally binding agreement between your organization and USDR:

1. No Monetary Exchange. USDR is a 501(c)(3) public charity. USDR and the volunteers working with USDR will not charge your organization for the Services, which will be donated to your organization. Your organization shall not provide any compensation to USDR or its volunteers. Any exchange of monetary value, such as expense reimbursement or the like, will be separately documented in a written agreement. Your organization may not sell or otherwise commercially exploit the Services for profit; should your organization wish to retain any Program volunteer as a paid consultant or employee, your organization will ensure that such volunteer terminates his/her volunteer relationship with your organization via USDR prior to entering into any such paid relationship, unless otherwise discussed and agreed upon.

2. Independence; No Joint Venture. USDR and your organization are and will remain independent contracting parties. The arrangements contemplated under the Program do not create a partnership, joint venture, employment, fiduciary, or similar relationship for any purpose. Neither USDR nor your organization has the power or authority to bind or obligate the other to a third party or commitment in any manner. The use of the term “partner” or comparable term in any communications is solely for convenience.

3. No Warranties. USDR makes no representation or warranty of any kind, express or implied, relating to the Services, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights. USDR also makes no representation or warranty of any kind, express or implied, that any software created through the Services will operate without interruption, meet any performance or reliability standards, or be error-free.

4. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL USDR, ITS DIRECTORS, OFFICERS, EMPLOYEES OR VOLUNTEERS BE LIABLE TO YOUR ORGANIZATION FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, OR BUSINESS INTERRUPTION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF ANY CLAIMS (INCLUDING CLAIMS IN CONTRACT, TORT, OR STRICT LIABILITY). USDR recognizes that Program volunteers may enter into specific agreements with your organization from time to time and nothing in these Terms shall alter any such agreement with a Program volunteer; provided, however, except as otherwise specifically agreed in such an agreement, the foregoing limitation of liability shall apply to each such agreement that your organization may enter into with a Program volunteer. Your organization recognizes that USDR is not a party to such agreements and shall not seek to hold USDR liable for any breach of the same by any Program volunteer.

5. No Religious or Political Activities. Your organization agrees that it will not request nor assign Program volunteers or USDR personnel to conduct or engage in religious, sectarian, or political activities.

6. No Harassment or Discrimination; Accommodation of Disabilities. Your organization agrees that it will not engage in harassment of, or discrimination against, Program volunteers on the basis of race; color; national origin, including limited English proficiency; sex; sexual orientation; age; political affiliation; religion; disability (if the volunteer is a qualified individual with a disability); or any other category protected by law. Your organization will cooperate with USDR regarding any issues or concerns that are raised by or about any aspect of the Program in this regard. To the extent reasonably practicable, your organization will make the activities to which Program volunteers are assigned accessible to persons with disabilities (including mobility, hearing, vision, mental, and cognitive impairments or addictions and diseases) and/or limited English language proficiency and provide reasonable accommodation to allow persons with disabilities to participate in such activities.

7. Policies. Your organization’s participation in the Program shall be subject to the U.S. Digital Response Policies & Guidelines, as the same may be applicable and published from time to time; should your organization determine that it cannot comply with such policies, it should terminate its participation in the Program. By default and unless agreed otherwise, all software and design assets produced by USDR team members or volunteers may be published using Open Source Initiative-approved or Creative Commons Zero licenses. Nothing in these Terms prohibits or restricts your organization from requiring Program volunteers to comply with your organization’s applicable policies and procedures, provided the same are consistent with applicable law.

8. Indemnification. To the maximum extent allowed by law, your organization shall indemnify and hold USDR and its directors, officers, employees and volunteers harmless from any claim arising out of your organization’s participation in the Program, except to the extent that such claim arises from the gross negligence or willful misconduct of USDR or its personnel. For purposes of these Terms for the avoidance of doubt, USDR’s “personnel” consists of its directors, officers and employees only and specifically excludes any volunteers providing Services through the Program.

9. Termination. Either USDR or your organization may terminate your organization’s participation in the Program at any time, by providing written notice to the other; provided, however, that these Terms shall continue to govern any issues arising in connection with your organization’s participation in the Program even after such termination.

10. Miscellaneous. These Terms and your organization’s participation in the Program shall be governed by the laws of the state of California, without regard to its conflicts of laws rules. These Terms may only be altered or waived by a writing signed by both your organization and USDR, recognizing that no volunteer has any authority to bind USDR or otherwise alter these Terms. Your organization may not assign any rights, responsibilities or duties arising from its participation in the Program without USDR’s express written consent.

Version Date: October 27, 2022