EVUS MASTER SERVICES AGREEMENT & TERMS AND CONDITIONS

Effective Date: June 15, 2026
Last Updated: June 15, 2026
Version: 9.0

1. Acceptance of Agreement

Acceptance of any EVUS quote, proposal, statement of work, order form, invoice, payment request, electronic approval, electronic signature, email approval, text message approval, website order, data order, advertising order, campaign order, consulting engagement, or payment of any invoice constitutes acceptance of these Terms and Conditions.

Execution of a quote or payment of an invoice shall constitute a binding agreement between Client and EVUS.

2. Authorization to Proceed

Upon acceptance of a quote, proposal, order, statement of work, or invoice, EVUS may allocate personnel, reserve resources, engage vendors, schedule project activity, prepare data, commence creative development, configure systems, conduct analysis, perform setup activities, and otherwise begin work in reliance upon Client’s authorization.

3. Scope of Services

Services shall be limited to those expressly described in the applicable quote, proposal, statement of work, invoice, or written authorization.

Additional work may require additional fees and written authorization.

4. Client Responsibilities

Client shall timely provide all content, approvals, instructions, credentials, access, information, legal disclosures, compliance information, and cooperation reasonably required by EVUS.

Client remains solely responsible for all business decisions, campaign decisions, strategic decisions, communication decisions, fundraising decisions, advertising decisions, compliance decisions, and legal decisions.

5. Payment Terms

Invoices shall be due according to the payment terms stated therein.

Past due balances shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.

EVUS may suspend services, withhold deliverables, disable access, revoke licenses, suspend websites, suspend campaigns, or terminate services for non-payment.

6. Cancellation, Client Delay, and Termination

Client acknowledges that EVUS incurs costs and allocates resources in reliance upon accepted orders.

If Client cancels, abandons, postpones indefinitely, fails to proceed, fails to provide required approvals, content, access, credentials, instructions, or payment, or otherwise prevents completion of an engagement, Client shall remain responsible for all work performed, all costs incurred, all non-refundable third-party expenses, and a cancellation fee equal to twenty-five percent (25%) of the applicable engagement value.

Election loss, campaign suspension, campaign withdrawal, fundraising shortfalls, committee dissolution, organizational closure, business closure, insolvency, bankruptcy, leadership changes, staffing changes, or strategic changes shall not relieve Client of payment obligations.

7. Returned Payments, ACH Reversals, Chargebacks, and Collections

Any returned payment, ACH reversal, chargeback, stop-payment request, payment recall, disputed transaction, or similar action shall constitute a material default.

Client shall remain responsible for the full unpaid balance, a $100 administrative fee per occurrence, interest, attorneys’ fees, collection agency fees, collection commissions, court costs, filing fees, bank fees, merchant processing fees, investigative costs, expert fees, and all other expenses incurred in recovery efforts.

Client agrees that EVUS shall be entitled to recover all amounts necessary to ensure EVUS receives the full amount originally owed without reduction for collection expenses.

8. Authority to Bind Client

Any person accepting a quote, authorizing services, approving work, or making payment on behalf of an entity represents and warrants that he or she possesses authority to bind such entity.

9. Content Ownership, Permissions, and Client Materials

Client represents and warrants that all content supplied, approved, authorized, or directed by Client is owned by Client or properly licensed.

Client shall be solely responsible for obtaining any necessary permissions, licenses, releases, approvals, consents, authorizations, and rights.

EVUS may rely upon Client’s representations without independent verification.

10. Ownership of Deliverables and Intellectual Property

Upon full payment, Client shall own final deliverables specifically purchased by Client.

EVUS retains all ownership rights in its methodologies, software, source code, databases, systems, algorithms, models, analytical techniques, workflows, templates, know-how, trade secrets, proprietary tools, and intellectual property.

11. Client Review and Approval

Client bears sole responsibility for reviewing and approving all deliverables.

Upon approval, Client assumes responsibility for all content, disclosures, disclaimers, dates, names, factual statements, legal sufficiency, compliance matters, and communications.

EVUS shall not be liable for matters reasonably discoverable through Client review.

12. Data Products and Data Limitations

Voter data, consumer data, contact information, demographic information, modeled information, public records, predictive models, matching services, appending services, and analytical products are derived from numerous third-party sources and continuously changing information.

No data product is guaranteed to be complete, current, accurate, deliverable, reachable, matched, or error-free.

Client acknowledges and accepts these limitations.

13. Voter File and Data Compliance

Client shall be solely responsible for compliance with all voter file laws, privacy laws, telecommunications laws, election laws, advertising laws, licensing restrictions, and data-use restrictions.

EVUS shall have no responsibility for Client’s use of data following delivery.

14. Communications Compliance

Client shall be solely responsible for compliance with all laws governing calls, texts, automated calls, prerecorded messages, email communications, mailings, social media communications, digital advertising, programmatic advertising, fundraising communications, and political communications.

15. No Legal Advice

EVUS is not a law firm and does not provide legal advice.

Any recommendations, observations, compliance discussions, best practices, opinions, interpretations, or strategic discussions are informational only and shall not be relied upon as legal advice.

16. No Duty to Monitor Compliance

EVUS does not undertake any obligation to monitor, audit, supervise, verify, or ensure Client compliance with applicable laws or regulations.

17. Third-Party Platforms and Vendors

EVUS shall not be liable for actions, omissions, outages, restrictions, suspensions, filtering actions, content rejections, policy changes, algorithm changes, technical failures, pricing changes, or operational decisions of any third-party platform, carrier, vendor, software provider, advertising network, mail house, publisher, telecommunications provider, or data provider.

18. Artificial Intelligence and Automation

EVUS may utilize artificial intelligence, automation systems, predictive models, machine learning technologies, and related technologies.

Client acknowledges that such outputs may require review, verification, editing, and approval.

19. No Performance Guarantees

EVUS does not guarantee election outcomes, fundraising outcomes, communication delivery rates, response rates, advertising performance, lead generation results, engagement metrics, voter turnout, conversions, revenue, donations, or any other business or political outcome.

20. No Warranties

All services, data, software, websites, reports, analyses, communications, technology, and deliverables are provided “AS IS” and “AS AVAILABLE.”

EVUS disclaims all warranties, express or implied.

21. Confidentiality

Each party shall maintain the confidentiality of non-public information received from the other party.

22. Record Retention and Data Purge

Unless otherwise agreed in writing, EVUS may delete project files, exports, databases, voter files, campaign data, creative assets, and related materials following the applicable November election cycle. EVUS shall have no obligation to retain backups, archives, or copies thereafter.

23. Independent Contractor

EVUS is an independent contractor and no partnership, agency, fiduciary relationship, joint venture, or employment relationship is created.

24. Indemnification

Client shall defend, indemnify, and hold harmless EVUS and its affiliates, officers, directors, members, managers, employees, contractors, agents, successors, and assigns from and against any and all claims, liabilities, damages, penalties, fines, losses, judgments, settlements, costs, and expenses, including attorneys’ fees, arising out of or relating to Client’s content, instructions, approvals, communications, use of data, legal obligations, regulatory obligations, business activities, campaign activities, or violation of law.

25. Limitation of Liability

To the fullest extent permitted by law, EVUS shall not be liable for any indirect, consequential, incidental, special, exemplary, punitive, speculative, reputational, political, campaign-related, fundraising-related, or lost-profit damages.

EVUS’s total liability shall never exceed the amount actually paid by Client to EVUS for the specific service giving rise to the claim.

26. Force Majeure

EVUS shall not be liable for delays or failures caused by circumstances beyond its reasonable control.

27. Governing Law and Venue

These Terms shall be governed exclusively by the laws of the State of New York.

Any dispute shall be brought exclusively in the state or federal courts located in Westchester County, New York.

Client waives trial by jury to the fullest extent permitted by law.

28. Prevailing Party Attorneys’ Fees

In any action arising from or relating to these Terms, the prevailing party shall be entitled to recover its attorneys’ fees, court costs, expert fees, collection costs, and related expenses.

29. Class Action Waiver

Client agrees that any claim shall be brought solely in Client’s individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or consolidated proceeding.

30. Electronic Signatures

Electronic signatures, electronic approvals, email approvals, text message approvals, and electronic acceptances shall have the same force and effect as original signatures.

31. Survival

All provisions relating to payment, collections, confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and any other provisions that by their nature should survive shall survive termination.

32. Waiver

Failure to enforce any provision shall not constitute waiver.

33. Severability

If any provision is determined unenforceable, the remaining provisions shall remain in effect.

34. Entire Agreement

These Terms, together with any applicable quote, proposal, statement of work, invoice, or written agreement, constitute the entire agreement between the parties.