END-USER SUBSCRIPTION AGREEMENT. This subscription agreement governs your use of the Blue Utopia service. By agreeing to these terms, you accept and agree to be bound by these terms. In order to use the Services, you must first agree to the terms. You may not use the Services if you do not accept the Terms. You can accept the Terms by: (a) clicking to accept or agree to the terms, where this option is made available to you in the user interface or (b) by actually using the Service. In this case, you understand and agree that Blue Utopia will treat your use of the Services as acceptance of the Terms from that point onwards. If you do not agree to these terms, you should not accept this agreement and should not use or view the Blue Utopia Service in any way. This Agreement is an ongoing contract between you and Blue Utopia and the terms may affect your rights. You should read them carefully. IDENTIFICATION AND SOLE RESPONSIBILITY. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your User ID a name that you don't have the right to use, another person's name, or a generic name. You may not transfer your account to anyone else without our prior written permission. You will not share your account or password with anyone, and you must protect the security of your account and your password. You and you alone are responsible for the security of and any activity associated with your account. APPROPRIATE USE. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). You agree that you are solely responsible for any breach of your obligations under these Terms and for the consequences (including any loss or damage which Blue Utopia may suffer) of any such breach. Blue Utopia reserves the right (but not the obligation) to terminate any user account if Blue Utopia, in its sole discretion, believes that you are in violation of any aspect of the Terms. LICENSE GRANT & RESTRICTIONS. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service. Blue Utopia hereby grants you a personal, non-exclusive, non-transferable right to use the Service in the manner permitted by these Terms. All rights not expressly granted to you are reserved by Blue Utopia. You shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any aspect of the Service. INTELLECTUAL PROPRIETARY RIGHTS. You may not and you agree not to, or to enable others to copy, decompile, reverse engineer, attempt to derive the source code of, decrypt, replicate, or create a derivative of any feature, processes, image, or portion of the Blue Utopia Service. You may not and you agree not to, either directly or indirectly, share information about any aspect, feature, or process of the service, gained through your usage of the Service, with any entity that you could reasonably expect would perform any of the above actions. Any attempt to do so is a violation of the rights of Blue Utopia's intellectual property ownserhip. PROVISION OF SERVICES. Blue Utopia is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Blue Utopia provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Blue Utopia may stop (permanently or temporarily) providing aspects of the Service without prior notice to you. HARMFUL MATERIAL. You may use the Service only for the approved purposes of your subscription and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks or (vi) impersonate any other person while using the Blue Utopia Service. USE OF INFORMATION SUBMITTED. Blue Utopia is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to Blue Utopia ("Content"), including, without limitation, responses to questionnaires or through postings to the Blue Utopia Web site without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Blue Utopia Service or web site. YOUR DATA. You and you alone are responsible for the accuracy of your data. Blue Utopia shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of data. In the event this Agreement is terminated (other than by reason of your breach), Blue Utopia will make available to you a file of your data within 30 days of termination if you so request within 30 days of the data of termination. In the absence of a request, Blue Utopia reserves the right to retain, remove and/or discard Constituent Data without notice. Blue Utopia reserves the right to withhold, remove and/or discard Constituent Data, without notice for any breach, including, without limitation, non-payment. Upon termination for cause, your right to access or use Constituent Data immediately ceases, and Blue Utopia shall have no obligation to maintain or forward any Constituent Data. BLUE UTOPIA DATA. Blue Utopia may, at it's discretion, provide access to central data systems (e.g. a voter file, donor history data, social data, etc) that is collected by Blue Utopia for the benefit of our clients. This data is owned exclusively by Blue Utopia and is not transferred at the time of termination. When you interact with Blue Utopia owned data, you may be providing information or data that is useful in delivering that data service to you. That may include, but is not limited to, person-identifying information that helps us match your record to our central data. This data shall remain in the Blue Utopia data system to improve the service for all users and shall after that transfer be considered Blue Utopia owned data. YOUR PROPERTY RIGHTS. Other than as explicitly outlined above, Blue Utopia does not otherwise claim any ownership in any of the content, including any text, data, information, images, photographs, video, or other material, that you upload or transmit from your Blue Utopia account. ELECTRONIC COMMUNICATIONS. By using the Blue Utopia service, you consent to receiving electronic communications from Blue Utopia. These communications will include notices about your account (e.g., shipping and receiving e-mails and other transactional information) and information concerning or related to our service, such as new features or other offerings. These communications are part of your relationship with Blue Utopia and you receive them as part of the Blue Utopia subscription. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. YOUR RIGHTS TO TERMINATE. Unless otherwise provided, your term is month-to-month and your subscription may be terminated at any time. To terminate prior to the monthly payment, you must notify Blue Utopia, in writing, and in accordance with the cancellation process found in the support area of the Service, before the 25th of the month. Cancellations after this date will be effective in the following month. We do not provide refunds or credits for partial months. TERMINATION BY BLUE UTOPIA. Any unauthorized use of the Blue Utopia Technology or Service, non-payment, or other violative act of this agreement will be deemed a material breach of this Agreement. Blue Utopia is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Blue Utopia has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Blue Utopia has no obligation to retain or to transfer to you your data, if you have materially breached this Agreement, and such breach has not been cured within 30 days of notice of such breach. PAYMENTS. We will bill the monthly subscription fee plus any applicable tax to the Payment Method you provide to us on your order form, or updated subsequently in your billing area. By using the Blue Utopia service, you are expressly agreeing that we are permitted to charge you the monthly subscription fee corresponding to your level of subscription, as well as any other charges you or your team may incur in connection with your use of the Blue Utopia service. Additional charges may include custom development, premium support, online fundraising transaction fees, or other fees that based on services you may request. BILLING INFORMATION. You agree to provide Blue Utopia with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Blue Utopia reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. LATE PAYMENT, NON-PAYMENT, SUSPENSION. Payments received after the 10 day of the billing month will incur a late fee. Blue Utopia reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears) by more than 30 days. You will continue to be charged for Subscription Fees during any period of suspension. You agree that Blue Utopia may charge such unpaid fees to your payment method or otherwise bill you for such unpaid fees. In the event Blue Utopia suspends or terminates your access to the Service for more than 30 days, and you subsequently renew your subscription, Blue Utopia may impose a reconnection fee up to, but not to exceed, the amount of your original setup fee. REPRESENTATION AND WARRANTIES. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Blue Utopia represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Blue Utopia help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. MUTUAL INDEMNIFICATION. You agree to hold harmless and indemnify Blue Utopia, and its subsidiaries, affiliates, officers, agents, and employees from and against any third-party claim arising from or in any way related to your use of The Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Blue Utopia will provide you with written notice of such claim, suit or action. PRIVACY, SECURITY, EMAIL COMMUNICATIONS. Blue Utopia clients are bound by the privacy and security policies of Blue Utopia. You agree to abide by these policies, without alteration, unless specifically authorized by Blue Utopia. Under no circumstances shall you engage in sending unwanted bulk email or in violating any provision of the CAN-SPAM Act that applies to general or private organizations. If you rent an email list for use in the Blue Utopia System, you must do so with the authorization of Blue Utopia. INTERNET DELAYS AND/OR OUTAGES. Blue Utopia services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Our uptime is over 99.999%. In the event of a network problem, we will immediately work to rectify the problem. If your service is interrupted for more than 1 full hour, your account will be credited for an amount EQUAL TO 10 times the prorated time of the outage. WHILE BLUE UTOPIA ASSUMES THE RESPONSIBILITY FOR THE UPTIME OF OUR SERVERS, BLUE UTOPIA IS NOT RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ANY DELAYS OR DELIVERY FAILURES, OTHER THAN OUTLINED HERE. LIMITATION OF LIABILITY. In no event shall either party's aggregate liability exceed the total fees paid by (or due to be paid) in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to for any indirect, punitive, special, incidental, consequential, or other damage of any type (including loss of revenue, profits, use, or other economic advantage) arising out of, or in any way connected with this this service including; any interruption, inaccuracy, or errors, regardless of cause. STATUTE OF LIMITATIONS. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to any use of the Blue Utopia Service must be filed within one (1) year after such cause or action arose. Claims occurring more than one-year after the originating incident are forever barred. NOTICE. Blue Utopia may give notice by means of a general notice on the Subscription Service, electronic mail to your e-mail address on record in Blue Utopia's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Blue Utopia's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Blue Utopia (such notice shall be deemed given when received by Blue Utopia) at any time by any of the following: letter sent by confirmed facsimile to Blue Utopia at the following fax number: (866) 711-4093; or a letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to: Blue Utopia LLC, PO Box 4486, Seattle, WA 98194, Attention: Chief Financial Officer. MODIFICATION TO TERMS. Blue Utopia reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. JURISDICTION. These Terms of Use will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in King County, Washington, and you consent to the jurisdiction of such courts. DISCLAIMER. Other than as expressly set out in these Terms or Additional Terms, neither Blue Utopia nor its partners, suppliers or API application providers make any specific promises about the Services. We don't make any commitments about the content within the Services, the specific function of the Services, or their reliability, legality, availability, or ability to meet your needs. We provide the Services "AS IS" and you use them at your own risk. To the extent permitted by law, we disclaim all warranties, express or implied, including, without limitation the warranties of merchantability, fitness for a particular purposes, and noninfringement. SURIVABILITY OF ALL OR PARTS OF THIS AGREEMENT. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of Blue Utopia to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Blue Utopia in writing. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and Blue Utopia and governs your use of the Blue Utopia service, superseding any prior agreements between you and Blue Utopia. QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to legal@BlueUtopia.com. ACKNOWLEDGEMENT AND ACCEPTANCE. Your acceptance of this agreement and/or your use of the Software Service shall indicate your full agreement to abide by this Subscription Agreement.