May 1, 2018

General Terms (All Services)

1. PAYMENT: Payment is due in full within thirty (30) days of invoice date. If payment is not received by such date, CQRC reserves the right to suspend Client’s access without notice and take steps, including legal action, to obtain payment.

2. TAXES: Except for orders to be fulfilled in DC, CO, GA, ID, MD, OH, RI and TX, amounts due exclude state or local taxes or similar charges directly applicable. Client agrees to reimburse CQRC for any such tax or charge assessed to CQRC within 30 calendar days after Client receives a statement identifying such tax or charge from CQRC or the taxing authority. Orders to be fulfilled in the jurisdictions listed above shall be charged sales tax.

3. COPYRIGHT & INTELLECTUAL PROPERTY:

a. All content in the Service is owned or licensed by CQRC and is delivered as part of processes and technologies owned by CQRC. Title and ownership rights of all CQRC owned or developed software (including, but not by way of limitation, source and object code, and design), addresses or configurations (collectively the “Software”) associated with or contained in the Service remain with CQRC. Client agrees that CQRC owned or developed Software is CQRC’s proprietary and confidential information. Any and all Software provided to Client is provided by license only and such license is personal, non-exclusive, non-transferable and limited to the right to use such Software during the term of, and in accordance with, this Agreement.

b. Except as otherwise expressly authorized by this Agreement or in the use of CQRC Targeted Newsletters and/or CQRC Microsites, Client shall not, and shall ensure that its users do not, under any circumstance (i) share, reproduce, download, publish, display, store, copy or otherwise distribute for internal or external use via APIs or any other means all or any part of the content in the Service(s) without the prior written or email consent of CQRC, (ii) make content from the Services available via a publicly-accessible web site (meaning a website which does not require a login, account or other credentials in order to access the content); (iii) alter the product name, source or copyright attribution for any content in the Services, or (iv) provide unauthorized users access to the Services. Notwithstanding the preceding sentence, each licensed user listed as such on the Order Form may: (1) download and store a single copy for his or her internal use, and (2) share content with any other licensed user listed as such on the attached Order Form. CQRC’s suppliers are third party beneficiaries under this Agreement.

4. CONFIDENTIALITY: The terms in this Agreement are confidential and shall not be shared in any way with third parties unless required by law. Any and all data Client puts on the Service (“Client Data”) is the property of Client and will not be used by CQRC for any purpose other than in connection with the provision of the Services. CQRC reserves the right to decline to store certain categories of data such as Social Security numbers, personal medical information, financial information and any information CQRC is prohibited from storing under law. CQRC shall maintain the Client Data in confidence and shall not disclose it to any third party except as required in connection with the performance of a Service for the benefit of Client under this Agreement, and in such circumstances shall ensure that any third party to whom disclosure is made is bound by obligations of confidentiality. The confidentiality obligations do not apply to any information that is publicly available or in the public domain at the time provided to CQRC, or that becomes publicly available or enters the public domain thereafter.

5. WARRANTY AND LIABILITY:

a. CQRC makes no warranty, express or implied as to merchantability of the Services or its fitness for a specific purpose. In all events, CQRC’s total liability arising from or related to this Agreement, whether in contract, tort or other theory shall not exceed the amount actually paid by Client hereunder. CQRC is not liable for special, consequential, incidental, indirect, or punitive damages of any kind or for lost profits.

b. Client acknowledges and hereby confirms that (i) it has all consents necessary to obtain and use Client Data as it intends to under this Agreement and in relation to any services or products provided by CQRC and (ii) notwithstanding anything to the contrary anywhere else in this Agreement, CQRC will not be liable in any way for the manner in which Client uses Engage, Ignite, Capwiz, or any other CQRC product, which Client is solely and completely liable for including in relation to use of Client Data.

6. MISCELLANEOUS:

a. CQRC may assign or otherwise transfer fulfillment of its obligations under this Agreement at its discretion.

b. This Agreement and any relevant Special Terms of Order are the entire agreement between the parties regarding the Services and supersede all other communications and any Client terms.

c. All disputes shall be governed by the laws of New York without regard to its rules of conflict of laws, and CQRC and Client consent to jurisdiction in the courts of New York for any and all litigation arising out of or relating to this Agreement.

d. The parties’ remedies herein are in addition to all other remedies at law or in equity. CQRC may suspend Client’s access to the Services or terminate this Agreement without liability if Client breaches this Agreement.

e. Neither party shall be liable for damages or in breach of this Agreement for any delay or default if such delay or default is caused by conditions beyond its reasonable control including, but not limited to acts of God, government restrictions or wars.

f. Nothing herein is an endorsement by CQRC of any product or service provided by Client or of any position or beliefs.

g. All subscriptions and orders are non-cancelable. Payments are nonrefundable.

h. If payment is other than annual, Client agrees to pay an additional fee per year, which will be allocated over all payments.

i. Client grants CQRC the right to use Client name and logo in marketing materials, including web, print and digital communications.

7. TERMS FOR SERVICES WITH LICENSED USERS:

a. USERNAMES & PASSWORDS: CQRC hereby gives Client the number of usernames and passwords (Licensed Users) shown on the Order Form which may vary for different Services. Client agrees to assign these to specific individuals who are employees at the physical office location shown on the Order Form (physical address). Only these individuals are authorized to access the Services, unless CQRC grants prior approval in writing or email to change users or unless Client has purchased IP access. Usernames and passwords may not be shared.

b. SPECIAL TERMS FOR CQ.COM: Licensed users of CQ.com may use its Email Documents Feature to email content from CQ.com to up to 3 email addresses per instance and up to 5 external email addresses per month. External email addresses are addresses of individuals at organizations different than the physical address listed on the Order Form; content may not be sent to distribution lists (i.e. allemployees@mycompany.com), posted on or linked to websites or newsletters, or transmitted by any other means. Client is responsible for ensuring that any such emails comply with applicable laws and regulations including in relation to the use of Client Data. Client agrees to defend, indemnify and hold CQRC harmless from and against all claims, losses, damages, liabilities, costs and expenses of any nature (including reasonable attorney’s fees) incurred by CQRC in connected with such emails or any other use by Client or its users’ use of CQRC content.

Engage, Ignite and Capwiz

1. USAGE THRESHOLDS & ADDITIONAL FEES: Client agrees to pay CQRC for the use of Engage according to the Advocate Bands below and as detailed on the Order Form. Usage thresholds are based on the number of advocates and priced by Advocate Bands. Any usage in excess of the Advocate Band thresholds will result in a) the Client’s immediate upgrade to the next Advocate Band and related price, regardless of renewal date, and b) CQRC billing the Client for the difference in cost to receive the upgrade.Usage thresholds include usage by third parties accessing the system on behalf of the Client. Engage includes a dashboard which Client may use to monitor its usage. Usage limits are based on one-year terms beginning on the Subscription Start Date (listed on the Order Form) and are reset to zero every 365 calendar days regardless of the Subscription End-Date. ‘Record (Advocates)’ allowances are never reset given the nature of this allowance. Client can proactively upgrade to a higher Advocate Band at any time during the subscription term. Exceeding Advocate Band thresholds will result in Client being immediately upgraded to the next Advocate Band and list price, regardless of renewal date.

ADVOCATE BANDS
1-100K Advocates
100-500K Advocates
500-1M Advocates
1M+ Advocates

Up to a 10% transaction fee will be applied to donations received through the #Donate feature.

2. CLIENT SUPPORT:

a. Engage & Capwiz subscriptions include phone and on-line support as needed.

b.Ignite subscriptions include one (1) hour of phone onboarding support only. Additional support, such as building out Clients Engage site is available for a supplemental fee.

3. SERVICE FEES FOR NON-STANDARD SERVICES: Any and all non-standard services such as UX branding adjustments involving extensive HTML/CSS coding, customer content population, custom themes, custom reports, or any other custom services provided by CQRC at the request of Client will be billed according to a fee schedule to be agreed upon by CQRC and Client prior to any work being performed.

4. ACCEPTABLE USE:

a.Client shall use the service only in a manner consistent with acceptable Internet practices, policies and standards including complying fully with the CAN-SPAM Act of 2003, HIPAA, Export Control regulations and U.S. Copyright Laws (including restrictions outlined in Section 3(b) of the General Terms above) and any other applicable laws.

b. Client may not upload government email addresses as recipients of engagements to skirt CAPTCHA or any other delivery verification protocol.

c. Any data and/or content placed in Engage, Ignite or Capwiz by Client or Users of Engage, Ignite or Capwiz (“Client Data”) is the property of Client and will not be used by CQRC for any purpose other than in connection with the performance of the Agreement.

d. CQRC reserves the right to decline to store certain categories of Client Data.

e. Any Client Data placed on Engage, Ignite or Capwiz or modified by Client shall be solely at the risk and responsibility of Client, who shall be liable for any damages, including, without limitation, content errors, loss of data, unintended messages sent in any medium including email or SMS text messaging, or interruption of service caused by Client Data

f. Client is prohibited from distributing CQRC Town Hall information to third parties, including Association members, clients or business partners, without the separate written consent of CQRC.

g. Clients subscribing to Engage Light State edition or Capwiz Single State edition are prohibited from using the services to advocate to legislators outside of the Single state purchased. CQRC reserves the right to track service usage and assess incremental fees in the event of Client non-compliance. CQRC shall also reserve the right to immediately terminate the Agreement for Client’s use in violation of this provision.

5. CLIENT MARKS: In order to give the Engage, Ignite or Capwiz site a similar appearance to Client’s web site, Client hereby grants CQRC a non-exclusive license to use its logos, trademarks, and service marks as provided to CQRC by Client (collectively, “Client Marks”) in connection with the Engage, Ignite or Capwiz site. CQRC acknowledges and agrees that Client owns and/or otherwise has the exclusive right to use and to license Client Marks. Should Client find objectionable any use of Client Marks by CQRC, Client shall have the right to revoke, with respect to the objectionable use, the rights granted to CQRC under this Agreement to use Client Marks, and CQRC shall as soon as reasonably practicable cease using Client Marks in the manner found objectionable by Client.

6. UPGRADES: This Agreement entitles Client to upgrade to the latest version of Engage or Ignite or replacements thereof with comparable features. CQRC shall have the right to migrate Client Data to advanced or replacement versions of Engage or Ignite if and when necessary. CQRC reserves full credit and royalty rights to any service enhancement resulting from Client suggestions or custom development requests.

7. CLIENT DATA: CQRC will not use Client Data other than to satisfy the terms of this Agreement, including blind analysis to provide maintenance services and enhancements to the service. Client also permits CQRC to access the Client’s database to prevent or address technical issues as needed by the Client, and enhance Client Data by adding congressional representation to membership records, unsubscribe link to outgoing membership emails, etc. Client confirms that it has obtained all necessary consents and permits to enable Client and CQRC to use Client Data as contemplated by this Agreement. Upon termination of this Agreement and for a period of 30 days thereafter, CQRC agrees to make available the last ninety (90) days of Client’s Sent Email Texts and the last three hundred sixty-five (365) days of all other Client Data in a format deemed feasible by CQRC. After thirty (30) days CQRC will, at its discretion or at the request of Client, delete all remaining Client Data from CQRC servers.

8. INTEGRATED APPLICATIONS. Client hereby grants CQRC the right to host, manage and modify any integrated Client or third-party application in connection with the performance of the Agreement. Support for and testing of any integrated Client or third-party application developed or utilized by Client or Client’s vendor is not provided under the terms of this Agreement. These include: (i) APIs and other applications connecting Client systems to CQRC products and services; (ii) Salesforce Apps or Packages not developed by CQRC, and (iii) other legacy Client systems not developed by CQRC. (iii) the #Donate feature

9. SERVICE MIGRATION: Client acknowledges that Engage will eventually replace Capwiz. Capwiz Clients agree to migrate to Engage, with assistance as needed from CQRC, and acknowledges that Capwiz access and support may not be available once the transition to Engage is complete.

Knowlegis

1. ALLOWANCE THRESHOLDS & ADDITIONAL FEES: Knowlegis provides features that allow licensed users to send batched emails to Congressional staffers. The use of this feature is subject to the below allowance thresholds and Client agrees to pay CQRC for excess use of this feature as listed below. Allowance limits are based on one-year terms beginning on the subscription start date (listed on the order form) and are reset to zero every 365 calendar days regardless of the subscription end-date. Client can purchase additional allowances at any time during the subscription term. These allowances apply to the subscribing organization as a whole (and not to individual licensed users).

Allowance FeatureStandard (included with subscription)Additional Allowances and Fees
Congressional Staff Email Messages1Up to 10,000 Messages$1,500 for 5,000 Email Messages; $2,500 for 10,000 Email Messages

1Congressional Staff Email Messages are defined as the total number of email messages in a given year (not the total number of batched messages sent)

2. CHANGE FEES: Any and all non-standard changes or custom uploads to Knowlegis made by CQRC at the request of Client will be billed according to a fee schedule to be agreed upon by CQRC and Client prior any work being performed.

3. USE: Client shall use Knowlegis only in a manner consistent with applicable laws and regulations, as well as acceptable Internet practices, policies and standards including complying fully with the CAN-SPAM Act of 2003. Knowlegis clients agree not to use Knowlegis to send commercial e-mail messages or attachments to Congressional Staff. Any data and/or content placed in Knowlegis by Client or Users of the Knowlegis (“Client Data”) is the property of Client and will not be used by CQRC for any purpose other than in connection with the performance of the Agreement. Client confirms that it has obtained all necessary consents and permits to enable Client and the CQRC services as contemplated by this agreement. CQRC reserves the right to decline to store certain categories of Client Data. Any Client Data placed on the Site or modified by Client shall be solely at the risk and responsibility of Client, who shall be liable for any damages, including, without limitation, content errors, loss of data, unintended messages sent in any medium including email or SMS text messaging, or interruption of service caused by Client Data. CQRC shall have the right to immediately terminate the Agreement for Client’s use in violation of this Section.

4. EVENT MANAGER: Knowlegis provides a feature that allows licensed users to manage events including the ability to schedule meetings with Congressional Offices and manage feedback forms from those meetings. As a part of this feature, Client can choose to post web-forms on Client’s website for the purpose of having Client’s advocates submit meeting schedules and feedback forms. In conjunction with this Knowlegis feature, Client hereby grants CQRC a non-exclusive license to use its logos, trademarks and service marks as provided to CQRC by Client (collectively, “Client Marks”) in connection with the Knowlegis site. CQRC acknowledges and agrees that Client owns and/or otherwise has the exclusive right to use and to license Client Marks. Should Client find objectionable any use of Client Marks by CQRC, Client shall have the right to revoke, with respect to the objectionable use, the rights granted to CQRC under this Agreement to use Client Marks, and CQRC shall as soon as reasonably practicable cease using Client Marks in the manner found objectionable by Client.

5. DISTRIBUTION AND SHARING: All data provided by CQRC in Knowlegis is proprietary to CQRC. Only individual licensed Knowlegis users are allowed to access this data. Individual licensed users may not distribute or share any of this data (except among licensed users) and may not post data to an internal intranet site or post to a public internet site, list serve or any other sharing mechanism.

State / StateTrack

1. SUPPORT: A State/StateTrack subscription includes up to two hours of introductory, on-line (telephone) support for each licensed user as listed on the Order Form, as well as additional on-line support as-needed. Additional services (on-line and/or on-site) can be made available under a supplemental Agreement (including legislative and regulatory screening and analysis).

2. ACCESS: Only licensed users listed on Client’s Order Form may access the service. CQRC will give Client one username and one password for each such licensed user. Client agrees to assign each username and password to a specific individual who is listed as a licensed user on the Order form. Each such individual must be an employee of Client’s organization. Usernames and passwords may not be shared. If Client wishes to substitute a new user for a licensed user listed on the Order Form, Client must request permission to do so from CQRC either via email or in writing. The request must be made in advance and we will then de-activate the existing licensed user’s Username and password and activate the new licensed user’s Username and Password.

3. SERVICE: Licensed users of Client will have access to State/StateTrack to access real-time and recorded information on legislative activities from the fifty (50) states, Puerto Rico, the District of Columbia and the U.S. Government; or a specific state, territory or list of states as noted on the order form. Client will be provided:

a. Secure web-based access to the product site where Client’s Profiles are stored

b. Ability to set up and manage up to 75 Profiles.

c. Ability to set up custom report formats.

d. Ability to use the Report Function to publish StateTrack Reports on Client’s website

e. Ability to distribute Report hyperlinks to Client’s employees, members and clients

f. Unlimited use of manual search and directory services.

g. If listed on the Order Form, Client will have access to State/StateTrack’s Regulatory monitoring service under the same terms listed above

4. RESTRICTIONS: At no time may Client or Client’s licensed users distribute or share the complete State/StateTrack legislative and regulation data set via an internal or public internet sites, a list serve or any other sharing mechanism, be it in the form of a Report or otherwise.

PACBuilder

1. SERVICE: PACBuilder is a web-based application that performs various functions related to the administration of a Political Action Committee and stores data. PACBuilder is made available to Client via the Internet on a subscription basis.

2. SUPPORT:

a. OFFBOARDING: In the event of non-renewal, Client may request download and delivery of Client data until 15 days after contract expiration. Requests will be processed at a rate of $150 per hour. After fifteen (15) days CQRC will, at its discretion or at the request of Client, delete all remaining Client data from CQRC servers.

b. ONGOING SUPPORT: A PACBuilder subscription entitles Client to ongoing, unlimited phone and email support between the hours of 9 a.m. and 5 p.m. EST, Monday through Friday. Support is not available on weekends or U.S. federal holidays. Additional support services (on-line and/or on-site) can be made available under a Supplemental Agreement through your Account Executive.

c. DATA IMPORT: As part of the setup of PACBuilder, Client may elect for an initial data import/conversion of up to 25,000 data records of individuals. Record imports in excess of this limit are subject to additional fees.

d. ONBOARDING: A PACBuilder subscription includes up to 2 hours of introductory, on-line (telephone) support for each licensed user as listed on the Order Form.

3. ACCESS: Only licensed users listed on Client’s Order Form may access the service. CQRC will give Client one username and one password for each such licensed user. Client agrees to assign each username and password to a specific individual who is listed as a licensed user on the Order form. Each such individual must be an employee of Client’s organization. Usernames and passwords may not be shared. If Client wishes to substitute a new user for a licensed user listed on the Order Form, Client must request permission to do from CQRC either via email or in writing. The request must be made in advance and CQRC will then de-activate the existing licensed user’s Username and password and activate the new licensed user’s Username and Password.

4. MISCELLANEOUS:

a. CQRC provides materials for reference purposes only. Client access to the FEC servers is provided for FEC filing purposes only. All FEC filings are submitted by Client.

b. CQRC is not liable for improper, incorrect or delayed FEC filings.

c. CQRC is a provider of software tools; it is neither an FEC legal consultant nor is it licensed to file FEC legal documentation on Client’s behalf. CQRC does not employ legal experts and does not dispense legally-binding advice or consultation as it pertains to FEC compliance. Clients should consult FEC legal counsel prior to completing FEC filings to ensure FEC compliance. Client is solely responsible for tracking FEC Filing deadlines and complying with FEC regulations.

APPENDIX – GDPR Data Protection

1. The parties acknowledge that each will be an independent Data Controller or a Data Processor in order to fulfil their obligations from time to time under the Agreement. Each of the parties warrant and undertake that they will comply with the requirements of applicable data protection laws and regulations from time to time including the Data Protection Act 1998 of the United Kingdom, Regulation (EU) 2016/679 (the General Data Protection Regulation 2016 or “GDPR”)) and similar regulations in other jurisdictions and that the parties will acquire all third party rights and consents necessary to fulfil its responsibilities under this Agreement (as applicable). Any references herein to Data Controller or Data Processor will have the same meaning as is defined in the GDPR, and such references will apply to each party as the specific circumstances require.

2. Further, should the Data Processor receive and/or process Personal Data (as defined below) as part of the services, the Data Controller acknowledges and agrees that such Personal Data of EU citizens may be accessed or sent outside of the European Economic Area in accordance with data processing and security standards.

3. The Data Processor acknowledges that any customer or other personal or personally identifiable information received by it from or collected or developed by it for or on behalf of Data Controller or any part of it (“Personal Data”) will constitute confidential and proprietary information of Data Controller and that its use and security is governed by law. Without prejudice to the generality of paragraphs 1 and 2 above, the Data Processor will therefore treat the Personal Data accordingly and without limitation agrees and warrants that:

(i) it will keep Personal Data confidential and only process the Personal Data in accordance with and for the purposes set out in, instructions received from time to time from Data Controller persons acting on Data Controller’s behalf or Data Controller’s employees for the purpose of processing Personal Data under the Agreement;

(ii) it has and will at all times during the term of this agreement have, appropriate technical and organizational measures in place to protect any Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage. The Data Processor further agrees and warrants that it will have taken all reasonable steps to ensure: (i) the reliability of any of the Data Processor ’s staff who will have access to Personal Data and (ii) that Personal Data will only be available to such staff members who need to have access to it and have been trained to a suitable standard for compliance with applicable laws;

(iii) it will allow Data Controller or its representative access to any relevant premises owned or controlled by the Data Processor on reasonable notice to inspect its procedures, including as described at (ii) above;

(iv) it will consider all reasonable suggestions which Data Controller may put to the Data Processor to ensure that the level of protection the Data Processor provides for Personal Data is in accordance with these terms and the GDPR;

(v) it will ensure that the Data Processor and any third parties it uses in accordance with the Agreement have appropriate privacy notices, consents and mechanics to deal with data subject’s rights and to process Personal Data in order to perform the services under the Agreement, in each case in accordance with the GDPR and all applicable laws;

(vi) it will deal promptly and properly with all enquiries from Data Controller relating to its processing or use of the Personal Data;

(vii) it will notify Data Controller forthwith if a legally binding request for disclosure of the Personal Data is made, or if the subject of any Personal Data (“Data Subject”) makes a request for disclosure of the Personal Data or exercises any of a Data Subject’s other rights under the GDPR in respect of his/her Personal Data; Data Processor will not respond to any such Data Subject request without the prior written consent of Data Controller;

(viii) it will, in any of the circumstances in (vii) above co-operate and provide assistance and information as reasonably requested by Data Controller to enable Data Controller to comply with all its obligations under the GDPR;

(ix) if it sub-contracts to any third party any of its obligations to process Personal Data on behalf of Data Controller, it will only do so after the Data Processor has confirmed who the subcontractor is and Data Controller has had the opportunity (whether or not it exercises that opportunity) to assess-subcontractors technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

(x) on termination of the Agreement or at the earlier request of Data Controller, the Data Processor will return all the Personal Data and copies thereof, whether or not in machine readable form, to Data Controller and/or destroy such Personal Data and certify Data Controller that it has done so, unless legislation imposed on the Data Processor prevents it from doing so. In that case, the Data Processor warrants that it: (i) will maintain the confidentiality of the Personal Data and will not process or use it any more except as instructed by Data Controller, and (ii) will destroy the Personal Data within a reasonable time period after such legislation ceases to prevent such action.