Master Service Agreement

Terms & Conditions

1. GRANT OF RIGHTS. This Agreement grants Client a non-exclusive, revocable, nontransferable, non-assignable, non-sublicensable worldwide license to use the AgencyIQ Content (as defined below). This Agreement permits only identified users (‘Users’) to access and receive content from AgencyIQ. 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 AgencyIQ.

2. USER ID AND PASSWORD. AgencyIQ 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. Sharing or transferring the User ID and password is prohibited without written permission from AgencyIQ.

3. FORWARDING. AgencyIQ does not permit forwarding of Content (i.e., newsletters, articles, whiteboards, and any other content accessed via the agencyiq.com website (the ‘Content’) externally or to Client’s non-Users. This Agreement expressly excludes auto forwarding and manually forwarding AgencyIQ Content and posting AgencyIQ content on a website or intranet.

4. ADDITIONAL USERS. Client will have access to the Content only for the number of Users set forth above. Client may elect to add additional Users after the date. Additional Users will be added at additional cost.

5. INVOICING. Client shall be invoiced annually, in advance, at the rate (‘Rate’) set forth above (plus any applicable sales, use or other taxes imposed by state or local governmental entity), with the first such invoice issued upon contract signing. Payment shall be due upon receipt. AgencyIQ reserves the right to suspend Client’s access to the Content in the event that Client’s payment is more than 60 days delinquent, without prior notice. Client agrees to bear all reasonable costs, including attorneys’ fees, that AgencyIQ incurs to collect payment due hereunder. Agency IQ reserves the right to charge interest at the rate of 1 1/2% (one- and one-half percent) per month or the maximum rate allowed by law on all past due account balances.

6. TERM AND TERMINATION. This Agreement shall take effect as of the date hereof and shall terminate on the date reflected above (the ‘License End Date’). In order to avoid an interruption in Client’s access to the Content, signed renewals must be received by no later than fourteen (14) days prior to the License End Date. This Agreement may be terminated prior to the termination date upon written notice (i) by AgencyIQ at any time when Client’s account may otherwise be suspended for delinquency pursuant to Section 4 of this Agreement; or (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.

7. COPYRIGHT. Client acknowledges that the Content is copyrighted by AgencyIQ or its licensors and that neither Users nor Client hereby obtains any rights whatsoever in the same.

8. PRIVACY. This Agreement and Client’s use of the Content is subject to AgencyIQ’s privacy policy, found at https://www.politicopro.com/privacy-policy.

9. GENERAL. Neither this Agreement nor any part or portion hereof shall be assigned or otherwise transferred by Client without AgencyIQ’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 AgencyIQ at 1000 Wilson Blvd., Eighth Floor, Arlington, VA 22209, and to Client at the mailing address provided in this Agreement.

10. PUBLICITY. Client agrees that AgencyIQ may use Client’s name and logo in AgencyIQ’s marketing materials or communications (including, but not limited to, AgencyIQ’s website and in AgencyIQ’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 AgencyIQ a non-exclusive and limited license to use and publicly display Client’s logo as set forth in this Section.