Master Service Agreement

SUMMARY OF SERVICES

PRO EDGE PLATFORM. Individual access to POLITICO Pro’s Pro Edge platform, which includes access to a customized Pro account, news coverage across all policy areas and select tools including, but not limited to, Directories, Campaign Race Dashboard, Document Drawer, Legislative Compass, Regulatory Compass, Policy Calendar, and Stakeholder Management. Pro Edge features and capabilities may vary based on the plan detailed in the contract – POLITICO Pro Plus, POLITICO Pro Analysis or IP Access.
POLITICO PRO PLUS. Subscription to the POLITICO Pro Plus plan includes access to the Pro Edge platform and a select number of Policy Areas for every user, depending on the individual contract and customization capabilities. Policy Areas selections will enable policy area alerts and notifications which include, but are not limited to newsletters, breaking news and article alerts. POLITICO Pro Plus subscribers also have access to teleconferences.
POLITICO PRO ANALYSIS. Subscription to the POLITICO Pro Analysis plan includes access to the Pro Edge platform and a select number of Policy Areas for every user, depending on the individual contract and customization capabilities. Policy Areas selections will enable policy area alerts and notifications which include, but are not limited to newsletters, breaking news and article alerts. POLITICO Pro Analysis subscribers also have access to teleconferences and analysis-based content including, but not limited to, Pro Data Analysis, Pro Bill Analysis, Pro Issue Analysis, and Stakeholder Analysis.
IP ACCESS. An IP Access plan includes news coverage across all policy areas and select tools including Campaign Race Dashboard, Document Drawer, the Policy Calendar and Pro Data Analysis available through the Pro Edge platform. Client will be granted access to the POLITICO Pro website via a designated IPv4 address or range of IPv4 addresses on the Client’s network (“Authorized Users”). Client is responsible for providing POLITICO Pro with a list of IPv4 addresses that are owned and exclusively used by the Client to be provisioned to receive the Content. POLITICO Pro retains the right to validate that provided IPv4 addresses are controlled by the Client. IP Access does not include individual access for users, alerts and notifications, or newsletters.

TERMS & CONDITIONS

GRANT OF RIGHTS. This Agreement grants Client a non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable worldwide license to use the POLITICO Pro content (“Content”) as selected in the Order Form. This Agreement permits only identified users to access and receive content from POLITICO Pro. Neither Client nor Users shall directly or indirectly reproduce or otherwise distribute (in print, electronic, or intranet format) material appearing on the site or received via email without prior written permission from POLITICO Pro.
USER ID AND PASSWORD. POLITICO Pro will give Users a user ID and password. User ID and password credentials shall be strictly limited to the number of Users for which Client purchases access; provided such Users are at the same organization and use an email address with the same organizational domain. Sharing or transferring the User ID and password is prohibited without written permission from POLITICO Pro.
FORWARDING. POLITICO Pro does not permit forwarding of content (i.e., newsletters, articles, whiteboards, congressional directory content, or legislative compass content) externally or to Client’s non-Users. This Agreement expressly excludes auto-forwarding and manually forwarding POLITICO Pro content, and posting POLITICO Pro content on a website or intranet.
REMEDIES. Client acknowledges and agrees that strict compliance with paragraphs 1, 2 and 3 of these Terms and Conditions are material terms of this Agreement. Client further acknowledges and agrees that Client will be liable to Politico Pro for no less than the full year subscription price for each individual violation of the foregoing paragraphs without further proof of damages in addition to any further damages to which Politico Pro may be entitled.
INVOICING. Client shall be invoiced annually, in advance, at the rate (“Rate”) attached hereto as the Order Form for the selected Content. Payment shall be due upon receipt. Client agrees to bear all reasonable costs, including attorneys’ fees, that POLITICO Pro incurs to collect payment due hereunder.
TERM AND TERMINATION. This Agreement shall take effect as of the Effective Date and shall terminate on the date reflected in the Order Form. In order to avoid a subscription interruption, signed renewals must be received by no later than fourteen (14) days prior to the Termination Date. This Agreement may be terminated prior to the termination date upon written notice (i) by POLITICO Pro at any time when Client’s account may otherwise be suspended for delinquency pursuant to Section 5 of this Agreement; (ii) by either Party, if the other party materially breaches any non-payment provision of this Agreement and either the breach cannot be cured or if the breach can be cured it is not cured by such breaching party within thirty (30) days after receipt of written notice of such breach; or (iii) by POLITICO Pro if any Content no longer available, but only with respect to the unavailable Content. Following the termination of this Agreement pursuant to clause (iii) of the preceding sentence POLITICO Pro shall promptly reimburse Client for any advance payments made by Client for Content that has not and will not be delivered to the Client following such termination.
COPYRIGHT. Client acknowledges that the POLITICO Pro content is copyrighted by POLITICO Pro or its licensors and that neither Users nor Client hereby obtains any rights whatsoever in the same.
PRIVACY. This Agreement and Client’s use of the Content is subject to Politico Pro’s privacy policy, found at https://www.politicopro.com/privacy-policy.
GENERAL. Neither this Agreement nor any part or portion hereof shall be assigned or otherwise transferred by Client without POLITICO Pro’s prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal, it shall be severed from this Agreement and the remaining terms shall remain in full force and effect. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia. All notices hereunder shall be sent, certified mail, to POLITICO Pro at 1000 Wilson Blvd., Eighth Floor, Arlington, VA 22209, and to Client at the mailing address provided in this Agreement.
PUBLICITY. Client agrees that POLITICO Pro may use Client’s name and logo in POLITICO Pro’s marketing materials or communications (including, but not limited to, POLITICO Pro’s website and in POLITICO Pro’s marketing presentations) for the sole purpose of indicating Client as a subscriber to the Content. Subject to the terms and conditions of this Agreement, Client hereby grants POLITICO Pro a non-exclusive and limited license to use and publicly display Client’s logo as set forth in this Section.

Effective Date: 2/14/2020