HomeMy WebLinkAboutC25-009 U.S. Digital ResponseMaster Services Agreement
This Master Services Agreement, including all exhibits attached hereto (the “Agreement”), is
between U.S. Digital Response, a nonprofit corporation described in section 501(c)(3) of the
Internal Revenue Code, (“USDR”) and Eagle County, CO (“Member”) and is dated 1/1/2025 (the
“Agreement Effective Date”).
USDR has developed the Election Administration Platform (the “EAP”) as a tool that it makes
available to election offices that become members of USDR’s Elections Software Collaborative.
The EAP can be used to manage poll worker recruitment, scheduling, pay, and related back-office
tasks. Unlike other election logistics management software, the EAP is not built on proprietary
software code; instead, the EAP is built by customizing the configuration of a low-code
development platform from Airtable. More information about the EAP and how USDR uses
Airtable to build the EAP is available here: https://usdr.gitbook.io/elections/.
In exchange for the fees set forth in the applicable Order Form, Member will join USDR’s Elections
Software Collaborative. As a member in that program, Member will receive: a sublicense to use
Airtable; USDR’s configuration of Airtable to create an instance of the EAP for Member’s use;
training by USDR on how to use and independently maintain the EAP; and the ability to participate
in discussions among other election offices regarding effective use of software in election
management and use of the EAP. As a member in the Elections Software Collaborative, Member
agrees to provide feedback to USDR regarding the EAP, including through an annual survey, and
to participate in at least one Community of Practice.
1 Definitions
1.1 “Member Data” means all information, data and other content that is uploaded by
Member’s End Users into the EAP or uploaded by USDR on Member’s behalf or otherwise
received directly or indirectly by USDR from Member.
1.2 “Election Administration Platform” or “EAP” means the tool developed by USDR for use
by election offices to manage election logistics such as poll worker recruitment,
scheduling, pay, and related back-office election tasks.
1.3 “End Users” means individual employees, contractors and volunteers of Member who are
authorized to use the EAP.
1.4 “Fees” means, individually and collectively, the fees and expenses set forth in each Order
Form executed pursuant to this Agreement.
1.5 “Order Form” means a document that is executed by authorized representatives of USDR
and Member that sets forth the specific Services that USDR will provide, the number of
End Users that will be permitted to access the EAP on Member’s behalf and the Fees that
Member will pay due to the foregoing. The initial Order Form under this Agreement is
attached as Exhibit A.
1.6 “Participation Obligations” means Member’s obligations to provide feedback regarding the
EAP to USDR as specified in Section 5
1.7 “Services” means USDR’s configuration of the Election Administration Platform to
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Member’s specifications and other services set forth in an applicable Order Form.
1.8 “Third-Party Tools” means materials and information, in any form or medium, including
any software (including open-source software), documents, data, content, specifications,
products, equipment or components of or relating to the EAP that are not proprietary to
USDR. Airtable is a Third-Party Tool.
1.9 “USDR Materials” means all documents and other information created by USDR in
connection with the EAP and the Services, including trainings, manuals and descriptions
of how the EAP is set up and how it functions.
2 Term
2.1 Term. This Agreement shall be effective as of the Agreement Effective Date and shall
continue in full force and effect until the termination or expiration of all Order Forms
executed hereunder.
2.2 Termination. Each Order Form may be terminated for convenience by either party at any
time by providing written notice to the other party. Member is not entitled to a refund of
any Fees already paid to USDR upon termination of an Order Form.
3 Licenses.
3.1 USDR hereby grants to Member a non-exclusive, worldwide, fully paid-up, royalty-free,
non-sublicensable license to use the EAP and USDR Materials during the Term.
3.2 Member hereby grants to USDR a non-exclusive, worldwide, fully paid-up, royalty-free
license to use, copy, store, transmit, modify, and display Member Data exclusively for
the following purposes: (i) in order to provide, maintain, or improve the EAP or the
Services during the Term; and (ii) in order to perform any other actions that are
authorized or instructed by Member in writing (including by email).
4 Expenses and Invoices.
4.1 Member shall reimburse USDR for reasonable out-of-pocket expenses incurred by
USDR in connection with the Services, subject in each case to Member’s pre-approval.
4.2 USDR shall send Member invoices for all Fees and reimbursable expenses that are pre-
approved by member. Member agrees to pay the invoice in full within forty-five (45) days
of the invoice date.
4.3 In the event that Member does not pay the full amount of any invoice within forty-five
(45) days of the invoice date, USDR may charge interest on any unpaid balance at the
rate of two percent (2%) per month or the highest rate permissible under applicable law,
whichever is lower, calculated daily and compounded monthly.
4.4 If Member is generally exempt from paying sales tax under the laws of its state, Member
will indicate as such by initialing in the box below the signature line.
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5 Participation Obligations.
5.1 Member agrees to (1) provide USDR timely feedback on the EAP; (2) complete an
annual survey regarding the EAP and the Services; (3) attend at least one Community of
Practice session hosted by USDR during the Term. A Community of Practice session is
a discussion among election offices similarly situated to Member regarding the EAP and
poll worker management practices.
6 Third-Party Tools, Including Airtable.
6.1 USDR’s Representations and Warranties With Respect to Third-Party Tools. The EAP
may include features or functionality that interoperate with other Third-Party Tools. USDR
represents and warrants that it has entered into binding agreements with vendors of all
Third-Party Tools and that such agreements provide that USDR has the right to use the
Third-Party Tools as they are incorporated into the EAP. USDR further represents and
warrants that it has the right to provide Member with access to the Third-Party Tools as
set forth in this Agreement and any Order Forms.
6.2 Airtable Generally. The Third-Party Tool that Member will have direct access to is Airtable,
which is a software platform that stores Member Data, processes Member Data through
the customized workflows that USDR builds for Member and can be integrated with other
tools such as email and text-messaging platforms to use Member Data more efficiently.
When Member uses the EAP, Member is simultaneously accessing Airtable as USDR’s
end user. Airtable’s privacy policy is available here: https://www.airtable.com/privacy.
6.3 Airtable – Prohibitions on Use. Member shall not use Airtable except as expressly
permitted by this Agreement. Member shall not permit any person other than Member’s
End Users to use Airtable. Member shall use commercially reasonable efforts to prevent
unauthorized access to or use of Airtable and shall notify USDR promptly of any such
unauthorized access or use. If Member is given passwords to access Airtable, Member
shall require that all persons who are permitted to access Airtable on Member’s behalf
must keep user ID and password information strictly confidential and not share such
information with any unauthorized person. Member shall be responsible for any and all
actions taken in using Member’s Airtable accounts and passwords. Member shall not use
Airtable’s name, logo or marks without first obtaining USDR’s express written consent to
such use. Member shall not, and shall not allow any other person to:
6.3.1 use Airtable to access, store or transmit Social Security Numbers, marked ballots or
voter data that is not made available to the public under the laws of Member’s state,
or for any activities related to tabulating votes;
6.3.2 sell, transfer, or license the EAP or Airtable to another person or entity;
6.3.3 reverse engineer, decompile, disassemble, or otherwise seek to obtain Airtable’s
source code;
6.3.4 copy, modify, or create derivative works that are similar to Airtable or any
documentation that exists to support the use of Airtable;
6.3.5 remove or obscure any copyright or proprietary or other notice contained in any
Airtable or any documentation from Airtable;
6.3.6 propagate any virus, Trojan horse, or other malware or programming routine intended
to damage any system or data;
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6.3.7 use Airtable in a manner that violates any applicable law, regulation, or legal
requirement or obligation;
6.3.8 use Airtable in violation of any third-party rights of privacy or intellectual property rights;
6.3.9 use or permit the use of any tools in order to probe, scan or attempt to penetrate or
benchmark Airtable; or
6.3.10 post, upload, transmit or provide any Member Data that is unlawful, harmful, abusive,
libelous, defamatory, or otherwise objectionable.
6.4 Member understands and agrees that the Services offered and Fees charged by USDR
depend on the continued availability of Airtable as a secure and reliable software platform.
If USDR determines, in its sole discretion, that Airtable no longer provides adequate
security or reliability to maintain the EAP or the Services, USDR may terminate any
applicable Order Form in accordance with section 2.2; provided, however, that USDR will
take commercially reasonable measures to identify a substitute Third-Party Tool that will
allow USDR to continue providing the EAP and the Services to Member. Member
understands and agrees that any such substitution will be made in USDR’s sole discretion
and may require the Parties to amend this Agreement.
7 Member Data.
7.1 As between the parties, Member shall retain all right, title and interest in all Member
Data. USDR agrees to keep confidential all Member Data, and agrees not to sell,
assign, distribute, or disclose any such confidential information to any other person or
entity without seeking written permission from Member; provided that, for the avoidance
of doubt, Member understands and agrees (i) that Member Data may be shared with or
disclosed to USDR’s staff and volunteers for the purpose of performing the Services and
(ii) all Member Data and other information that Member stores in, transmits or processes
using the EAP may be used by the Third-Party Tools for the exclusive purpose of
facilitating Member’s use of the EAP and the Third-Party Tools. Each company has
agreed to limit its use of USDR’s end users’ information, including Member’s information,
in accordance with the policies cited on https://usdr.gitbook.io/elections/for-it-
departments/security under “Service providers.”
7.2 USDR considers security and data privacy as core functions of the EAP. All Member
Data that is entered into the EAP is stored by Airtable and subject to USDR’s
agreements with Airtable. More information about Airtable’s security standards,
certifications and policies is available here: https://www.airtable.com/security.
8 No Warranties.
8.1 Except as expressly stated in sections 6.1 and 10.1, USDR makes no other representation
or warranty of any kind, express or implied, relating to the EAP, the Services or the Third-
Party Tools, including, without limitation, implied warranties of merchantability or fitness
for a particular purpose. USDR also makes no representation or warranty of any kind,
express or implied, that the EAP or any Third-Party Tool will operate without interruption,
meet any performance or reliability standards, or be error-free.
9 LIMITATION OF LIABILITY.
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9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
USDR, ITS DIRECTORS, OFFICERS, EMPLOYEES OR VOLUNTEERS BE LIABLE TO
MEMBER FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS, COSTS OF
DELAY, FAILURE OF DELIVERY, LOSS OF DATA OR BUSINESS INTERRUPTION,
RELATED TO THIS AGREEMENT, THE PROGRAM OR THE SERVICES; OR (B) ANY
LOSS OR DAMAGE, HOWEVER ARISING, RELATED TO THE THIRD-PARTY TOOLS,
EVEN IF, IN EITHER CASE, USDR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CLAIM GIVING RISE
TO THE LOSS OR DAMAGE (INCLUDING CLAIMS IN CONTRACT, TORT, OR STRICT
LIABILITY). THE LIMITATION OF USDR’S LIABILITY SET FORTH THIS SECTION 9
SHALL NOT APPLY TO USDR’S INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTION 10.
10 Intellectual Property Indemnification.
10.1 USDR represents and warrants that the EAP and the Services do not infringe on the
intellectual property rights of (including, but not limited to, copyright, patent, mask and
trademark rights) of any third party. USDR will defend, hold harmless and indemnify
Member and Member’s elected and appointed officers and employees from and against
all third-party claims that the EAP or the Services infringe on the intellectual property
rights of a third party. USDR’s representation and warranty and USDR’s indemnification
obligations set forth in this section 10 do not apply to the Third-Party Tools in any form
unmodified by USDR.
11 Notices.
11.1 All notices, demands, or other communications required or desired to be given
hereunder by either party shall be in writing and shall be validly given or made to the
other party if sent via email with confirmation of receipt. Notice shall be deemed effective
upon receipt. Notice to USDR shall be sent to finance@usdigitalresponse.org. Notice to
Member shall be sent to ITInvoices@eaglecounty.us.
12 Compliance With Law.
12.1 Member shall, at its own expense, comply with all federal, state, and local laws,
ordinances, rules, regulations, orders, licenses, permits and other governmental
requirements applicable to the Services and its participation in the Program. Without
limiting the generality of the foregoing, Member represents and warrants that its
participation in the Program and its utilization of the Services are in full compliance with
all laws applicable to it and its operations.
13 Independence; No Joint Venture.
13.1 USDR and Member are and will remain independent, arms-length contracting parties.
This Agreement does not create a partnership, joint venture, employment, fiduciary, or
similar relationship for any purpose. Neither USDR nor Member has the power or
authority to bind or obligate the other to a third party or commitment in any manner. The
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use of the term “partner” or comparable term in any communications is solely for
convenience.
14 Insurance.
14.1 USDR maintains commercial liability insurance, umbrella liability insurance, workers’
compensation and employer liability insurance, professional/errors and omissions
insurance, and cyber liability insurance policies. USDR’s Certificate of Insurance is
attached as Exhibit B for informational purposes.
15 Publicity.
15.1 USDR may name Member as a participant in the Program in public communications
including, but not limited to, on USDR’s website and in materials marketing the Program
to other potential members.
16 Miscellaneous.
16.1 This Agreement shall be governed by the laws of the state of Colorado, without regard to
its conflicts of laws rules. This Agreement may only be altered or waived by a writing
signed by both Member and USDR, recognizing that no volunteer of USDR has any
authority to bind USDR or otherwise alter this Agreement. Neither party may assign any
rights, responsibilities or duties set forth in this Agreement without the other party’s
express written consent. Unless expressly stated to the contrary, the terms “include”
and “including” (and the like) as used in this Agreement are deemed to be followed by
the words “without limitation.” Sections 7 through 16 of this Agreement shall survive
indefinitely.
IN WITNESS WHEREOF, USDR and Member each has caused this Agreement to be
signed by its duly authorized representative.
U.S. Digital Response Eagle County, CO
By: By:
Name: Hillary Hartley Name:
Title: CEO Title:
Date: Date:
_______ By initialing here, Member
represents that it is exempt from sales
tax under the laws of its state.
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Jeff Shroll
12/31/2024
County Manager
1/1/2025
Exhibit A - Order Form #1
As of the Order Start Date set forth below, this Order Form will become a part of and subject to the
Master Services Agreement (the “Agreement”) between U.S. Digital Response (“USDR”) and Eagle
County, CO (“Member”) dated as of the Agreement Effective Date stated below. Capitalized terms not
otherwise defined in this Order Form have the meanings given to them in the Agreement.
Agreement Effective Date: 1/1/2025
Order Start Date: 1/1/2025 Order Expiration Date: 12/31/2025
Total Number of Months (Including Partial Months): 12
Line item Member’s Selection Cost
Membership Fee
Select:
X Tier 1 ($3,000/year)
____ Tier 2 ($6,000/year)
____ Tier 3 ($11,400/year)
____ Tier 4 ($20,400/year)
$3,000
Renewal
Membership Fee
10% Discount
Select one item that has been completed:
____ Case Study
____ Co-Presenter
X Refer-A-Friend-Boulder, CO
- $ 300
Per-User Fee Number of Users (@$45/month): 3 $1,620
TOTAL FEES: $4,320
Fees: USDR will invoice Member for the Total Fees set forth above. Member agrees to pay Total Fees in
full within 45 days of the invoice date.
End Users: USDR will provide Member with EAP/Airtable accounts for the number of End Users set forth
in the table above. Member agrees that End Users will not share passwords and will access EAP/Airtable
using only the accounts assigned to them individually. If Member requires accounts for more End Users
than the number of End Users set forth above, Member will be invoiced for additional Fees. Member
understands that such additional Fees may be higher than the monthly End User Fees in the chart above.
Training and Support: In addition to configuring the EAP to Member’s specifications, USDR will train
Member’s personnel on how to use the EAP independently. If any technical issues arise after the
Member’s personnel has been trained on using the system independently, Member can contact USDR at
elections-support@usdigitalresponse.org. USDR commits to respond within two business days (one
business day for urgent requests). Members may also reach out about new feature requests. Availability
to implement new feature requests is in USDR’s sole discretion and is not guaranteed. Member agrees
that any Airtable base built by Member outside of the EAP will not be supported by USDR.
Term and Renewal: This Order Form and Member’s access to the EAP and the Services provided
hereunder shall expire on the Order Expiration Date set forth above unless this Order Form is terminated
earlier in accordance with the Agreement. Member understands that this Order Form does not renew
automatically, and that Member must execute a new Order Form prior to the Order Expiration Date in
order to guarantee continued access to the EAP and the Services.
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Exhibit B – Certificate of Insurance
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