Terms of Services

1. Engage shall provide the services (“Services”) described in the service orders (the “Service Orders”). Any features or tools added to the Services provided to you, and any modification by us of any of the Services provided to you, shall also be subject to these Terms.

2.1 Donation Processing. Engage shall process donations on behalf of Client as specified in the applicable Service Order. Client shall be responsible for any additional fees or expenses incurred by Engage related to any donation or attempted donation to Client. Client understands that Engage may use third parties (“Third-Party Processors”) to process donations and that Client is responsible for all costs related to chargebacks, returns, or donation verification and Engage’s time relating to the same. To the extent that Third-Party Processors require hold-backs, setoffs or otherwise delay the processing of a donation, Engage shall implement a corresponding hold-back or setoff and, accordingly, processing of the donation may be delayed. Engage shall not be responsible for any action taken by a Third-Party Processor. Client is responsible for all legal requirements related to donations, including without limitation compliance reporting. Engage is not responsible or liable for any regulatory or other reporting requirements related to Client's donations.

2.2 Website Setup & Management. Engage website services include registration and hosting of a domain name on behalf of client, as well as the design, coding, content development, and hosting of Client's website. In the event Client has an existing domain name, Engage will coordinate with Client to establish the domain name system ("DNS") records and other setup required to maintain Client's website at the existing domain name. All content hosted at Client's website will be developed and/or co-written by Engage and Client, and in all cases shall be subject to Client's approval. The domain name used to host Client's website shall be approved by Client prior to use. Generally, Client's website shall contain donation processing pages hosted by Engage pursuant to the Donation Processing services described below; provided, however that in the event Client's donation processing is hosted by a third-party, Engage will provide links from Client's website to Client's third-party processing pages. The scope of Engage's website services shall be specified on the associated Service Order and shall include the number of pages of Client's website and the number of Engageconsulting hours per month available to Client for updates and modifications to Client's website. Unless otherwise specified in the applicable Service Order, additional Engage consulting services beyond the monthly hours specified on the Service Order shall be charged to Client at the hourly service rate set forth in Section 3. All changes requested by Client must be delivered toEngage by the 15th of each month for deployment by month-end.

2.3 Consumer Data. Engage will manage consumer data and contact lists provided by Client (each a "Client List"), including syntax review of all data fields on Client List (name, postal address, email address, mobile phone, donation history, and other data fields provided by Client) and hygiene analysis of all email addresses within Client Lists. Email addresses identified as associated with bots, spamtraps, and undeliverable addresses will be quarantined and removed from use by any digital messaging campaigns conducted by Engage on behalf of Client. Engage shall import Client Lists and their associated data fields into the Engage CRM for use by Client's authorized representatives and in Client's digital campaigns.

2.4 Email Campaigns. All email campaigns shall be written and designed in collaboration between Engage and Client. Client shall have final approval on all content used in such email campaigns. Email campaigns shall be set up and deployed from an ESP approved and managed by Engage, including the setup and management of all email sender brands and the associated DNS records and IP addresses. Based on its hygiene and compliance review, Engage shall have final approval on all email addresses used in Client email campaigns.Engage shall be responsible for the tracking, analysis and management of the reputation of Client's email sender brands. As specified in an applicable Service Order, Engage will setup and deploy email broadcast campaigns ("Email Broadcast Campaign") on behalf of Client. As specified in an applicable Service Order, Engage shall setup and administer email trigger campaigns ("Email Trigger Campaign"), each containing a specified number of emails over a designated duration (e.g. a "Welcome" Email Trigger Campaign consisting of three (3) emails deployed over fourteen (14) days).

2.5 SMS Campaigns. All SMS campaigns shall be written and designed in collaboration between Engage and Client. Client shall have final approval on all content used in such SMS campaigns. SMS campaigns shall be set up and deployed using a service provider approved and managed by Engage. SMS messages shall be limited to consumers who have provided affirmative consent to receive Client's SMS messages via Client's website, and in any event Engage shall have final approval on all numbers used in Client's SMS campaigns. Engage shall be responsible for the tracking, analysis and management of the reputation of Client's SMS campaigns. As specified in an applicable Service Order, Engagewill setup and deploy SMS broadcast campaigns ("SMS Broadcast Campaign") on behalf of Client. As specified in an applicable Service Order, Engage shall setup and administer SMS trigger campaigns ("SMS Trigger Campaign"), each containing a specified number of emails over a designated duration (e.g. a "Welcome" SMS Trigger Campaign consisting of three (3) SMS messages deployed over fourteen (14) days).

2.6 Social Media. As specified in an applicable Service Order, Engage will make a specified number of posts to Client's social media accounts each month. All social media posts shall be written and designed in collaboration between Engage and Client. Client shall have final approval on the content of all social media posts. Unless otherwise specified in a Service Order, Client shall be responsible for all Social Media management other than such posts, including post activity monitoring and responding to direct messages.

3.1 Engage shall provide the Services to Client at the pricing and upon the pricing terms set forth in the Service Orders.

3.2 Unless invoiced as a separate line item, the fees to be paid hereunder do not include any value-added tax, business tax or any other indirect and direct taxes or levies resulting from these Terms. Excluding taxes related to Engage’s income and assets, Client is responsible for paying any such taxes to the appropriate tax authorities or for reimbursing Engage for any such taxes or levies incurred.

3.3 Any support services provided to Client that are not otherwise set forth in a Service Order shall be billed to Client Engage’s then prevailing hourly service rate. The minimum time allotment for any service shall be two (2) hours. Engage’s hourly service rate is Two Hundred Fifty Dollars ($250).

4.1 "Confidential Information" means all trade secrets, know-how, business and financial information, and other proprietary information or data disclosed to one party by the other, or incorporated in materials or products provided to one party by the other, provided that Confidential Information shall not include any (i) any information received by the receiving party lawfully from third parties (without a breach of confidentiality obligations); (ii) information that is generally available to the public; (iii) information derived or developed independently by the receiving party; and (iv) information that was available to the receiving party prior to disclosure under these Terms.

4.2 Neither party shall have any obligation of confidentiality under these Terms for information that: (i) is within or enters the public domain through no fault of the receiving party; (ii) is rightfully obtained from a third party that does not have any obligation of confidentiality thereon; (iii) is already known by the receiving party at the time of receipt and the information is not subject to another obligation to maintain its confidentiality, or (iv) is independently developed by the receiving party without the use of or reference to any Confidential Information. Client acknowledges thatEngage maintains a large database that may, now or in the future, include independently developed information regarding Client; nothing in these Terms shall prevent, limit, restrict, preclude or otherwise affect Engage’s ability to continue using and developing this information, provided that in doing so Engage complies with the obligations of these Terms. Neither party shall be liable for the disclosure of Confidential Information that is required by a court or a government agency, provided that notice is promptly given to the party whose Confidential Information is to be disclosed so that such party may seek a protective order or otherwise restrict the required disclosure. The parties shall cooperate reasonably in seeking such protective order and in restricting the required disclosure.

4.3 Client shall not, in whole or in part, sell, or disclose Confidential Information to any third party and shall not copy, reproduce or distribute Confidential Information except as expressly permitted in these Terms. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of Confidential Information.

4.4 Each party shall protect Confidential Information it receives from the other party. Without limiting the foregoing, each party shall restrict access to the other party’s Confidential Information to those personnel who (i) require access in the course of their assigned duties and responsibilities and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth herein.

4.5 Each party acknowledges that unauthorized disclosure or use of Confidential Information would cause the other party irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event that the other party does not fulfill its obligations under these Terms.

4.6 Engage retains all intellectual property rights in the processes, algorithms, software and other proprietary tools used in the performance of the Services. Client agrees that it shall not reverse engineer, disassemble, decompile, distribute, transfer, reproduce, or grant third parties access to the Services.

4.7 Unless otherwise expressly agreed to in writing by the parties, all Client’s suggestions, solutions, improvements, corrections, and other contributions related to the Service (“Client Suggestions”) are freely offered to Engage without any claim to ownership or confidentiality by Client or any obligation for implementation byEngage. In the event that Engage implements a Client Suggestion, such implementation shall be owned by Engage and nothing in these Terms shall preclude Engage from implementing and using the know-how, techniques, or procedures acquired by Engage during the performance of the Services.

4.8 The parties expressly acknowledge and agree that title to the Consumer Data (as defined below), and all information contained therein, shall at all times remain with Client. However, to the extent that a consumer or individual responds to Engage based on the Services provided hereunder (a “Transaction”), Engage shall own any and all such records derived from the Transaction and the data directly associated with such consumer (the “Transactional User Data”) and may use the Transactional User Data for any lawful purpose. “Consumer Data” shall mean any names, email addresses, phone numbers or other information concerning a person or entity provided by Client to Engage.

4.9 During the term of this Agreement and for 12 months following the termination of the last effective Service 4.9 Order, Client shall not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid or by-pass Engage or the interest or relationship between Engage and any third parties introduced byEngage to the Client with whom Client did not have a pre-existing relationship.

5.1 Engage represents and warrants that it shall perform the Services in a workmanlike and professional manner.

5.2 Client represents and warrants that Client has full ownership and unencumbered title and/or legal rights to the Consumer Data, and that providing the Consumer Data to Engage does not violate the rights of any third party. Furthermore, Client represents and warrants that the Consumer Data has been collected, maintained and used in compliance with all applicable laws and regulations.

5.3 ENGAGE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE COMPLETENESS OF ITS DATA OR SERVICES, ANY ERRORS OR OMISSIONS, OR NONINFRINGEMENT. IN PROVIDING THE SERVICES TO CLIENT, ENGAGE IS NOT PROVIDING LEGAL ADVICE AND ANY LEGAL INFORMATION ASSOCIATED WITH THE SERVICES SHOULD BE EVALUATED BY CLIENT’S LEGAL COUNSEL.

5.4 Client shall, defend, indemnify and hold harmless, ENGAGE, its employees, consultants, officers, equity holders, agents and representatives, from and against all liabilities, claims, damages, or losses, and related expenses and costs including reasonable attorneys’ fees and court costs, to the extent that such liability arises from, or is related to, (I) CLIENT’S USE OF the Services provided under these Terms, (ii) Client’s violation of any law (including, without limitation, any rules and regulations promulated by the federal election commission) (III) CLIENT’S VIOLATION OF THE RIGHTS OF ANY THIRD PARTY; or (iV) the negligence, act or omission of Client, or any of its agents or representatives.

5.5 IN NO EVENT SHALL ENGAGE BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF FEES PAID BY CLIENT FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM WHICH GAVE RISE TO SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

5.6 IN NO EVENT SHALL ENGAGE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

6.1 Subject to Section 6.2, the initial term of these Terms (the “Initial Term”) shall commence on the Effective Date and remain in effect until the later to occur of (i) 12 months from the Effective Date or (ii) the first date on which no Service Order remains in effect. At the end of the Initial Term, the term of these Terms shall automatically renew on a month-to-month basis until i) a new Service Order is entered into between the parties (in which event the Initial Term of these Terms shall continue until the expiration of the Service Term) or ii) terminated by either party upon thirty (30) days prior written notice to the other party. Except as otherwise set forth herein, Engage shall deliver the Services ordered pursuant to a Service Order for the entire duration of the applicable Service Term, and Client shall pay all charges for delivery thereof through the end of the Service Term. Notwithstanding anything herein to the contrary, in no event shall Client be permitted to terminate these Terms during such time as there is at least one Service Order in effect.

6.2 Each Service Order hereunder may be terminated prior to expiration or completion of its Service Term in accordance with the following:

6.2.1 By Engage if Client (i) fails to make timely payments due hereunder; or (ii) files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

6.2.2 By either party in the event the other has failed to perform any obligation required to be performed under these Terms (including without limitation any applicable Service Order) and such failure is not corrected within thirty (30) days from receipt of written notice from the other party advising of such failure.

6.3 Upon termination of a Service Order, Client shall pay Engage for all Services provided pursuant to such Service Order up to the time of termination, including any required notice provision. In the event such Service Order is terminated prior to the end of its Service Term by Client, or by Engage due to Client’s material breach of such Service Order or these Terms (including without limitation Client’s failure to remit timely payment for such Service Order) Client shall pay Engage a Termination Fee equal to the sum of (i) any third party cancellation or termination charges incurred byEngage related to the termination of the Service Order; and (ii) One Hundred Percent (100%) of the monthly recurring fees under the Service Order calculated from the effective date of termination through the end of the Service Term. Client agrees that the Termination Fee is not a penalty fee, but the actual amount of the contract due and payable upon termination. Client hereby waives any and all rights or remedies that might otherwise be granted under applicable state or federal laws to reduce the Termination Fee.

6.4 Upon termination or expiration of any Service Order, each party shall destroy or deliver to the other all copies of all applicable Confidential Information of the other party.

7.1 Independent Contractor. Engage is an independent contractor and nothing in these Terms shall be deemed to make Engagean agent, employee, partner or joint venturer of Client.

7.2 Notices. Notice shall be given in writing and shall be deemed effective upon delivery. If notice is sent electronically by Client, it shall be deemed effective when receipt is confirmed byEngage. Notices to Client shall be sent to the contact specified on a Service Order or to such other person and address as Client may designate in writing.

7.3 Force Majeure. Engage shall not be liable to Client for any delay or failure of Engage to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Engage. Such causes shall include, but are not limited to, acts of God, acts of nature or the elements fires, terrorism, loss of electricity or other utilities, or delays by Client in providing any resources or support required hereunder.

7.4 Reservation of Rights. Engage reserves all rights not specifically granted herein.

7.5 Entire Agreement. These Terms and any Service Orders constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals, prior discussions and writings between the parties with respect thereto. The terms and conditions of any purchase order or other instrument issued by Client in connection with these Terms which are in addition to or inconsistent with the terms and conditions of these Terms shall not be binding on Engage.

7.6 Modifications. These Terms may be modified by Engage and shall become effective once written notice of the modified Terms is provided to the Client.

7.7 Headings. Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.

7.8 No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

7.9 Severability and Reformation. If any portion of these Terms is determined to be or becomes unenforceable or illegal, such portion shall be reformed to the minimum extent necessary in order for these Terms to remain in effect in accordance with its terms as modified by such reformation.

7.10 Choice of Law & Dispute Resolution. These Terms shall be governed and interpreted by the laws of the state of California without regard to its conflicts of law provisions. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The place of arbitration shall be Los Angeles, CA. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.