1. Definitions
 a.“User Data” is defined as data about individual users or voters, including contact information, such as name, address, phone number and e-mail address, or other data, such as voter preferences, political issues, donation data and related.

2. Scope of Agreement
 a.BigMo will create the web application(s), tools, and related sites necessary for the successful creation of this multi-campaign platform, as set out more fully below. While BigMo provides tools and services to create the site and provides technical support, Campaign is fully for licensing, supplying, updating and maintaining all content.

3. Performance of Services by BigMo
 a.Best Efforts. BigMo shall perform services using due diligence, best efforts, and reasonable judgment in performing this Agreement.
 b.Management. Campaign shall designate a “Contact Person(s)” to whom Servicer's communications shall be primarily channeled.
 c.Personnel. BigMo shall commit the number of qualified and experienced personnel that are necessary to perform its obligations under this Agreement. BigMo shall have the sole right and obligation to hire, supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed by BigMo.
 d.Integration of Third Party Services. BigMo shall have the right to select and employ various third party services as additional features of the suite of services contemplated under this Agreement. Such third party services may include, but are not limited to, payment handling and processing. While BigMo shall have the right to select and implement such services for the convenience of Campaign, BigMo does not support such third party services and is not responsible for any errors or omissions by third party vendors.

4. Obligations of Campaign
 a.Errors. Campaign has the responsibility to proofread and examine all work produced under this Agreement. Therefore, the Campaign is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors discovered after printing or reproduction, or for any work or services performed by any third party selected by the Campaign. In the event the Campaign determines that there are errors in the work produced during the Project, Campaign shall notify BigMo of any errors within 48 hours of Client’s determination. Failure to promptly notify Servicer shall constitute a waiver by Client of any claim arising out of such errors.
 b.Rights to Content. Campaign represents to BigMo that any elements of text, graphics, photos, designs, trademarks, or other artwork employed in web pages are owned by Campaign or Campaign has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend BigMo from any claim or suit arising from the use of such elements furnished by the Campaign.
  c.Marketing Compliance. BigMo may provide services enabling Campaign to send bulk e-mails to Campaign’s contacts. Campaign is wholly responsible for compliance with all applicable marketing laws, including, but not limited to, Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (CAN-SPAM) and all applicable federal, state and local regulations.

5. Payment & Expenses
 a.In consideration for the services to be performed by BigMo, Campaign will pay:
  i. A flat annual subscription rate of $550
  ii. E-mail newsletter system starts at a monthly subscription rate of $19.95/month for unlimited number of messages to a size of 500 subscribers or less. Nominally increased tiered rates can be provided for campaigns with larger list sizes, which shall be arranged via separate agreement.
  iii. An optional reduced BigMo annual license fee of just $1,750 (50% discount).
 b.Campaign shall pay BigMo charges within fourteen (14) days of billing. Overdue payments shall bear a one and a half (1.5%) late charge per month. If BigMo successfully undertakes collection or enforcement efforts, Campaign shall be liable for reasonable costs and attorneys’ fees.

6. No Exclusivity
 a.Campaign expressly recognizes that this Agreement with BigMo is not exclusive. BigMo may freely enter into any other contractual arrangements it desires, including similar arrangements with other Campaigns.
 b.Nothing in this Agreement serves to preclude Campaign from soliciting or employing other service providers to meet the specific needs of Campaign.

7. Professional Business Permits, Certificates, Licenses and Approvals
 a.BigMo requires any Campaign signing this Agreement to demonstrate and receive prior approval of acceptance from the Republican State Leadership Committee.
 b.Campaign further agrees that he or she has complied with all federal, state and local laws requiring business permits, certificates and licenses required of political campaigns that may be advertised via services provided under this Agreement.

8. Term
 a.This Agreement shall continue until terminated.

9. Termination
 a.Right to Terminate. Either party may terminate this Agreement at any time by giving thirty days written notice to the other party of the intent to terminate.
 b.Rights and Obligations upon Termination. In the event of any termination of this Agreement, the parties shall promptly discontinue the performance and use of the services, all use of the other party's names, content, marks and other trademarks and within thirty (30) days account and pay all compensation/fees due under this Agreement.

10. Privacy and Security
 a.Security. Each party shall employ commercially reasonable security safeguards to protect data from loss, misuse and unauthorized alteration during its storage, processing and transmission, including the use of commercially available computer security products, as well as industry standard security procedures and practices.
 b.Privacy. Campaign must comply with BigMo privacy policies and statements, as well as other applicable laws, in handling, using and disclosing any data. If either party determines in good faith that it is required to disclose data pursuant to an applicable law or an order, judgment or decree of a court of competent jurisdiction and the other party still has rights to such data, such party shall, if not otherwise legally prohibited, provide the other party with written notice prior to making any such disclosure so that the other party may seek an appropriate protective order or other remedy and/or waive the provisions of this paragraph, and the first party will cooperate with the other party to obtain such protective order.

11. User Data and Communications
 a.Campaign owns all rights in all User Data, subject to applicable law, and BigMo is provided with such information solely for purposes of performing services under this Agreement.
 b.Campaign may provide BigMo with User Data, including names, addresses, e-mail addresses, and phone numbers. BigMo agrees not to actively market to Users on behalf of BigMo without prior approval and knowledge of BigMo. BigMo shall not send out e-mails or other communications on behalf of BigMo to Users referred by Campaign, except that Campaign may send Administrative E-mails to Users as required to assist in performing the duties contemplated under this Agreement.
 c.BigMo agrees not to sell or share User Data with third parties.

12. Intellectual Property
 a.Each party owns, and shall retain all right, title and interest in its respective trademarks, content and other intellectual property worldwide, subject to the limited license granted to each party in connection with their respective performances under this Agreement.

13. Publicity
 a.BigMo shall have the broad right to use all public elements of Campaign’s website for purposes of marketing BigMo’s services to other potential customers.
 b.Except as otherwise provided herein, neither party shall use the other party's name in any public statements, advertisements, promotional or marketing materials, press releases and other announcements (collectively, “publicity”) relating to this Agreement without the prior written approval of the other party (except for any disclosures required by applicable law, e.g., securities laws). Each party shall cooperate with the other to provide prompt review of all proposed publicity material.

14. Confidentiality
 a.In the performance of this Agreement each party may disclose to the other party certain confidential business information orally or in writing (“Confidential Information”). Written Confidential Information shall be marked “Confidential” and, in order for orally disclosed information to be deemed “Confidential Information” hereunder, the disclosing party must notify the receiving party in writing within ten (10) days of disclosure of oral information that such information is confidential. Neither party will disclose or use the other party's Confidential Information except for the sole purpose of performing this Agreement, and each party will keep confidential and safeguard such information against unauthorized disclosure to others with at least the same degree of care as it exercises with its own information of a similar nature, but in no event less than reasonable care.
 b.Confidential Information will not include information that: (i) the receiving party can demonstrate by written records was already rightfully known to that party prior to its receipt from the disclosing party; (ii) is now, or becomes in the future, public knowledge through no fault, act or omission of the receiving party; (iii) is independently developed by the receiving party without any use of or reliance on the disclosing party's Confidential Information; (iv) is acquired by the receiving party from a third party without restriction. In addition, the receiving party may disclose Confidential Information of the disclosing party that is required to be revealed by law, provided that written notice is given in advance to the disclosing party so that it can seek a protective order.

15. Representations
 a.Each party, to the best of its knowledge, represents to the other that it has the authority to enter into this Agreement. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

16. Indemnification
 a.Each party hereby agrees to indemnify, defend and hold harmless the other party and its contractors, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney's fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein, provided that the indemnifying party is promptly notified in writing of any such claims. The indemnifying party shall have the sole right and obligation to defend such claims at its own expense. The indemnified party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request.

17. Limitation of Liability
 a.IN NO EVENT, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR OBLIGATED UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO THE PARTIES UNDER THIS AGREEMENT.
18. General
a.Notices. All notices and other communications in connection with this Agreement shall be in writing, which includes e-mail.
b.No Third Party Beneficiaries. Except for any indemnified parties set forth in this Agreement or permitted assigns, no provisions of this Agreement, express or implied, create, and shall not be construed as creating, any rights enforceable by any person or entity not a party to this Agreement.
c.Dispute Resolution and Applicable Law. This Agreement and the performance of the parties under this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to the conflict of laws provisions thereof. The parties further agree that any dispute arising under this Agreement shall be subject to good-faith mediation sessions before any suit is filed.
d.Severability. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
e.Waiver. No term or provision hereof shall be deemed waived or any breach excused, unless such waiver or consent shall be in writing and signed by the party claimed by the other to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether ex-press or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
f.Amendments. No amendments to this Agreement will be effective unless such amendment is in writing and signed by both parties.
g.Assignment. Except as expressly provided herein, neither party shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the written consent of the other party and any such attempt shall be void, except that a party may assign and transfer this Agreement and its right and obligations hereunder to any third party who succeeds to substantially all of its business or assets.
h.Force Majeure. Neither party hereto shall be deemed to be in default of any provision of this Agreement or for failure in performance, resulting from acts or events beyond the reasonable control of such party and arising without its fault or negligence, provided that prompt written notice of any such act or event is given to the other party. Such acts shall include, but not be limited to, acts of God, civil or military authority, interruption of electric or telecommunication services, civil disturbances, acts of war or terrorists, strikes, fires, floods or other catastrophes.