Advocacy Services Terms of Service

TOCSIN GROUP ADVOCACY SERVICES TERMS OF SERVICE

These Tocsin Group Federal Advocacy Services Terms of Service (the "Terms of Service," along with any applicable Order Forms, Schedule A, and Statements of Work, the "Agreement") govern the government relations and advocacy services provided by Tocsin Group, LLC, a Pennsylvania limited liability company with an office at 20 F Street NW, 7th Floor, Washington, DC 20001 ("Tocsin"). "Client" refers to the entity identified as the Client on an Order Form, whether executed in writing or submitted through Tocsin's online enrollment by clicking "I Agree," "Subscribe," or a similar button (an "Online Order Form," and collectively with any executed order form, the "Order Forms"). If you are an individual entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity. Client and Tocsin are, together, the "Parties," and each is a "Party." An Order Form is not accepted by Tocsin until Client receives a written confirmation from Tocsin. If Tocsin does not accept an Order Form, any Fees paid with it are refunded in full and neither Party has any obligation under it. The Effective Date of an Online Order Form is the date on which Client submits it.

1. CERTAIN DEFINITIONS.

1.1 "Additional Services" means services requested by Client that are outside the scope of the Services included in Client's Service Plan, including advocacy on matters outside the Issue Portfolio, custom research, drafting of testimony or comments, and arrangement and staffing of meetings with Covered Officials, in each case as described in a Statement of Work.

1.2 "Coordinated Advocacy" means Tocsin's coordination of the Services with advocacy Tocsin performs for other clients whose interests in a matter are aligned with Client's, including the development of common positions, joint communications, and coalition activity, as described in Section 2.3.

1.3 "Covered Official" means a covered legislative branch official or covered executive branch official as those terms are defined in the LDA, 2 U.S.C. § 1602(3) and (4).

1.4 "Designated Representative" means the individual identified on the Order Form as authorized to communicate Client's positions and instructions to Tocsin, as Client may change by written notice.

1.5 "Fees" means the Subscription Fees and any Additional Services Fees set forth on an Order Form or Statement of Work.

1.6 "Initial Subscription Period" means the period commencing on the Effective Date and continuing for three (3) months.

1.7 "Issue Portfolio" means the federal legislative and regulatory subject matter identified on the Order Form on which Tocsin will provide the Services, as the Parties may amend by written agreement (email sufficing).

1.8 "LDA" means the Lobbying Disclosure Act of 1995, as amended, 2 U.S.C. § 1601 et seq., and the guidance issued thereunder by the Secretary of the Senate and the Clerk of the House of Representatives.

1.9 "Payment Processor" means the third-party payment service through which Tocsin bills and collects Fees, currently Stripe, Inc. and its affiliates.

1.10 "Renewal Subscription Period" has the meaning given in Section 8.2.

1.11 "Service Plan" means the level of Services selected on the Order Form, as described in Schedule A.

1.12 "Services" means the federal government relations and advocacy services described in Section 2 and Schedule A for Client's Service Plan, together with any Additional Services.

1.13 "Statement of Work" means a written description of Additional Services and the associated Fees accepted by both Parties.

1.14 "Subscription Fee" means the recurring fee for Client's Service Plan set forth on the Order Form, stated as a monthly rate and billed quarterly in advance in accordance with Section 7.1.

1.15 "Subscription Period" means the Initial Subscription Period and each Renewal Subscription Period.

1.16 "Term" means the period from the Effective Date until this Agreement is terminated as set forth herein.

1.17 "Work Product" means position papers, issue briefs, legislative and regulatory analyses, draft correspondence, talking points, reports, and other materials prepared by or on behalf of Tocsin in the course of performing the Services.

2. SERVICES.

2.1 Advocacy Services. During the Term, Tocsin shall provide to Client the Services described in Schedule A for Client's Service Plan, which shall include, as applicable to the Service Plan: (a) monitoring and analysis of federal legislation, regulations, hearings, and agency actions within the Issue Portfolio; (b) development of Client's advocacy strategy and positions within the Issue Portfolio; (c) direct advocacy on Client's behalf with Members of Congress, congressional staff, and officials of federal executive departments and agencies; (d) coordination with trade associations, coalitions, and other stakeholders; (e) written reports of Tocsin's activities and relevant developments at the frequency set forth in Schedule A; and (f) briefings and consultations with Client at the frequency set forth in Schedule A.

2.2 Manner of Performance. Tocsin shall determine, in the exercise of Tocsin's professional judgment, the strategy, messaging, timing, sequencing, and staffing of the Services, including the identity of the offices and officials with which Tocsin engages. Tocsin shall perform the Services in a professional manner and its personnel performing the Services may include individuals who are not attorneys.

2.3 Coordinated Advocacy. Client acknowledges that Tocsin represents multiple clients and that, where the interests of Client and one or more other Tocsin clients in a matter within the Issue Portfolio are aligned, Tocsin may in its discretion conduct Coordinated Advocacy, including by advancing a common position on behalf of Client and such other clients and by identifying Client as a supporter of that position (subject to Section 9.2). Coordinated Advocacy is a method by which Tocsin delivers the Services efficiently; it does not create any relationship, obligation, or liability between Client and any other Tocsin client, and Tocsin shall remain solely responsible to Client for the Services. Where Client's stated position on a specific matter diverges from a common position, Section 6.2 applies.

2.4 Additional Services. Client may request Additional Services in writing, which shall be provided only pursuant to a Statement of Work. Additional Services are billed at the fees set forth in any applicable Statement of Work.

2.5 Scope. The Services are limited to matters before the United States Congress and federal executive departments and agencies. Tocsin does not provide, and nothing in this Agreement obligates Tocsin to provide, state or local government relations services, political campaign services, public relations services, grant writing, or procurement or contracting services, except as expressly set forth in a Statement of Work.

3. NATURE OF THE SERVICES; NO LEGAL SERVICES; NO TAX SERVICES.

3.1 Government Relations Services Only. Tocsin is a government relations firm and is not a law firm. The Services constitute government relations and advocacy services and do not constitute legal, tax, or accounting advice or services. Although one or more Tocsin personnel may be licensed attorneys, no attorney-client relationship exists or shall be deemed to exist between Client and Tocsin, any Tocsin personnel, or any law firm which any Tocsin personnel is or may be affiliated with, by reason of this Agreement or the Services. Client acknowledges that the protections attendant to a client-lawyer relationship, including the attorney-client privilege, the work product doctrine, and the rules of professional conduct governing attorneys (including those governing confidentiality and conflicts of interest), do not apply to the Services or to communications between Client and Tocsin, and that the confidentiality of such communications is governed solely by Section 9. Client shall retain its own legal counsel for any legal advice it requires, including advice concerning Client's own obligations under the laws referenced in this Agreement and the tax treatment of any Fees.

3.2 No Fiduciary Duty; No Guaranteed Outcome. Tocsin does not owe Client a fiduciary duty. Legislative, regulatory, and other governmental outcomes depend on factors outside Tocsin's control. Tocsin makes no representation or guarantee as to any legislative, regulatory, or governmental result, any meeting with any particular Covered Official, or the success of any advocacy effort, and the Fees are payable regardless of outcome.

4. CLIENT RESPONSIBILITIES.

4.1 Cooperation and Information. Client shall cooperate with Tocsin in all matters relating to the Services, shall provide Tocsin with such information and materials as Tocsin may reasonably request to perform the Services, and shall ensure that all information Client provides is complete and accurate in all material respects. Client shall designate and maintain a Designated Representative with authority to provide instructions and approvals on Client's behalf, and Tocsin may rely on the instructions of the Designated Representative.

4.2 Compliance Information. Within ten (10) business days after Tocsin's request, Client shall furnish the information Tocsin reasonably requires to determine and satisfy its obligations under the LDA and the Foreign Agents Registration Act, 22 U.S.C. § 611 et seq. ("FARA"), including (a) the identity of any entity other than Client that contributes more than $5,000 in a calendar quarter toward the Fees or Client's advocacy activities and actively participates in the planning, supervision, or control of those activities, and (b) the identity of any foreign entity that owns or controls Client, holds directly or indirectly twenty percent (20%) or more of Client's equity, or contributes to Client's advocacy activities. Client shall notify Tocsin in writing within ten (10) business days after any change in the foregoing or in the matters represented in Section 11.1(c).

4.3 Gifts and Contributions. Client shall not request or direct Tocsin to offer, give, or promise any gift, travel, meal, entertainment, or other thing of value to any Covered Official, and shall not itself do so in connection with the Services, in violation of House Rule XXV, Senate Rule XXXV, 2 U.S.C. § 1613, 18 U.S.C. § 201, or 5 C.F.R. Part 2635. The Fees are payment for the Services and are not political contributions. Tocsin does not make, solicit, bundle, or forward political contributions on behalf of or from its clients, and nothing in this Agreement requires or encourages Client to make any political contribution.

5. REGULATORY COMPLIANCE AND DISCLOSURE.

5.1 Lobbying Disclosure Act. Tocsin shall be responsible for its own registration and reporting obligations, if any, under the LDA. Client acknowledges that whether and when the LDA requires Tocsin to register with respect to Client depends on statutory income and time thresholds applied to the engagement, that Tocsin shall make that determination in its discretion, and that, if Tocsin registers or reports with respect to Client, Tocsin's filings with the Secretary of the Senate and the Clerk of the House of Representatives will be publicly available and will disclose, among other things, Client's name and address, the general and specific issues on which Tocsin advocates, and Tocsin's income from Client. Client consents to such disclosures, which shall be made notwithstanding any election by Client under Section 9.2. Tocsin does not advise Client regarding Client's own registration or reporting obligations, if any.

5.2 Federal Funds. Client shall not pay any Fees with federal appropriated funds in a manner prohibited by 31 U.S.C. § 1352 or by the terms of any federal contract, grant, loan, or cooperative agreement to which Client is a party, and Client shall be solely responsible for any certification or disclosure (including Standard Form LLL) required of Client in connection with the Services.

5.3 Compliance with Laws. Each Party shall comply with all federal, state, and local laws, rules, and regulations applicable to it in connection with this Agreement, including, as to Tocsin, the LDA, FARA, the gift and ethics rules of the United States House of Representatives and Senate, and 18 U.S.C. § 201.

6. NON-EXCLUSIVITY; CONFLICTS.

6.1 Non-Exclusive Engagement. Tocsin retains the right to perform the same or similar services for third parties during the Term, including for persons that compete with Client, and Client acknowledges that Tocsin and its affiliates have and may continue to have business relationships with such persons. Nothing in this Agreement grants Client any exclusivity with respect to any issue, industry, or Covered Official.

6.2 Adverse Positions. Client acknowledges that Tocsin represents other clients and that, from time to time, another client of Tocsin may hold a position on a specific legislative or regulatory measure within the Issue Portfolio that is contrary to a position Client has communicated to Tocsin in writing. Tocsin's sole obligation with respect to any such divergence is that, during the Term, Tocsin will not knowingly permit the same Tocsin advocate who is then providing Services to Client with respect to that measure to personally advocate before a Covered Official the contrary position on the same measure.

7. FEES AND PAYMENT.

7.1 Fees. Client shall pay the Fees set forth on the Order Form and any Statement of Work. Subscription Fees are stated as a monthly rate and are invoiced quarterly in advance, in installments equal to three (3) times the monthly Subscription Fee (each, a "Quarterly Installment"). The initial Quarterly Installment is due on the Effective Date, and each subsequent Quarterly Installment is due on the first day of each successive three (3) month period thereafter during the Term (or the last day of the month if no such day exists). Additional Services Fees are invoiced as set forth in the applicable Statement of Work or, if not so set forth, monthly in arrears. The Fees are fixed and are not contingent, in whole or in part, upon the outcome of any legislative, regulatory, or other governmental action.

7.2 Payment Processor. All Fees are processed through the Payment Processor. By providing a payment method, Client authorizes Tocsin, through the Payment Processor, to charge Client's designated card or debit Client's designated bank account for all Fees as they become due on a recurring basis without further authorization, and to retry any failed payment. Client consents to the use of the Payment Processor, agrees to be bound by the Payment Processor's terms of service (currently accessible at https://stripe.com/legal/ssa) and privacy policy (currently accessible at https://stripe.com/privacy), and authorizes Tocsin and the Payment Processor to share the information and payment instructions Client provides as necessary to complete transactions. Tocsin does not store Client's complete card or bank account numbers. Client shall keep its payment information current through the customer portal made available by the Payment Processor. Receipts issued through the Payment Processor constitute invoices for purposes of this Agreement. Tocsin may change its Payment Processor upon notice to Client.

7.3 Outstanding Balances. If a scheduled payment fails, Tocsin shall notify Client and may retry the payment. Tocsin may suspend the Services upon written notice if any Fees remain unpaid ten (10) days after the due date, and may charge a service fee on amounts more than thirty (30) days past due equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Client shall reimburse Tocsin for its reasonable costs of collection, including attorneys' fees. Client may dispute Fees in good faith, provided that Client pays the undisputed portion when due, notifies Tocsin in writing of the basis for the dispute before the due date, and cooperates in good faith to resolve the dispute promptly.

7.4 Taxes. The Fees do not include, and Client shall pay, all sales, use, excise, and similar taxes arising from the Services or this Agreement, excluding taxes imposed on Tocsin's net income, franchise, capital, or employment obligations.

7.5 Changes to Fees and Service Plans. Tocsin may change the Subscription Fee for any Service Plan upon at least forty-five (45) days' prior written notice, with any such change taking effect on the first Renewal Date following the notice period. Client may upgrade, downgrade, or cancel its Service Plan by written request to support@tocsingroup.com at least thirty (30) days before a Renewal Date, and the change shall take effect on that Renewal Date.

8. TERM AND TERMINATION.

8.1 Term. This Agreement commences on the Effective Date and continues for the Term unless earlier terminated in accordance with this Agreement.

8.2 Subscription Periods. Upon expiration of the Initial Subscription Period, and upon expiration of each Renewal Subscription Period, the subscription shall automatically renew for a successive period of three (3) months (each, a "Renewal Subscription Period," and the first day thereof, a "Renewal Date") at the then-current Subscription Fee for Client's Service Plan, unless either Party gives notice of non-renewal or termination in accordance with this Section 8.

8.3 Termination for Convenience. Either Party may terminate this Agreement for any reason upon at least thirty (30) days' prior written notice, effective as of the end of the Subscription Period in which such thirty (30) day period expires.

8.4 Termination for Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach. Tocsin may terminate this Agreement immediately upon written notice if (a) any Fees remain unpaid thirty (30) days after the due date; (b) Client breaches any representation or warranty in Section 11.1 or any obligation in Section 4.3 or 5.2, each of which shall be deemed a material breach not susceptible to cure; or (c) Tocsin determines in good faith that continued performance would require Tocsin to register under FARA or would otherwise cause Tocsin or its personnel to violate applicable law.

8.5 Effect of Termination. Upon termination, (a) Tocsin shall cease performing the Services and shall, within ten (10) business days, deliver to Client a final report of activities through the effective date; (b) Client shall pay all Fees accrued through the effective date of termination; (c) Tocsin shall cease identifying Client as a client or supporter in advocacy or marketing materials prepared after the effective date, and shall remove Client's name from marketing materials it controls, such as its website, within thirty (30) days, in each case without obligation to recall materials previously distributed or to amend LDA filings covering prior periods; and (d) except as expressly provided in Section 8.4 (as to termination by Client for Tocsin's uncured breach, in which case Tocsin shall refund prepaid Subscription Fees for periods following the effective date), prepaid Fees are non-refundable.

8.6 Survival. Sections 1, 3, 5.1, 7 (as to amounts accrued), 8.5, 8.6, 9, 10, 11, 12, 13, and 14 shall survive any termination or expiration of this Agreement.

9. CONFIDENTIALITY; PUBLICITY.

9.1 Confidential Information. From time to time during the Term, either Party (the "Disclosing Party") may disclose or make available to the other Party (the "Receiving Party") non-public information about its business affairs, strategy, finances, operations, and other sensitive or proprietary information, whether orally or in written, electronic, or other form, and whether or not marked or designated as confidential (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, (a) is in the public domain; (b) is known to the Receiving Party; (c) is rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) is independently developed by the Receiving Party. The Receiving Party shall not use the Disclosing Party's Confidential Information except to perform its obligations or exercise its rights under this Agreement, and shall not disclose it to any person except (i) to the Receiving Party's employees, contractors, and advisors who have a need to know and are bound by obligations of confidentiality no less protective than this Section 9.1; (ii) in the case of Tocsin, to other Tocsin clients participating in Coordinated Advocacy, to the extent reasonably necessary to develop and advance a common position and, where practicable, in aggregated or de-identified form, provided that Tocsin shall not so disclose information Client has designated in writing as restricted; (iii) as required by the LDA or other applicable law or by order of a court or governmental body, provided that the Receiving Party, where legally permitted, gives the Disclosing Party prompt notice and a reasonable opportunity to seek a protective order; or (iv) to establish a Party's rights under this Agreement. Upon termination and written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except that Tocsin may retain copies as required to comply with the LDA or other applicable law or to document its performance. Each Party's obligations under this Section 9.1 shall continue for three (3) years after termination of this Agreement and, as to any trade secret, for so long as it remains a trade secret under applicable law.

9.2 Identification of Client. Advocacy before Covered Officials ordinarily entails identifying the persons on whose behalf a position is advanced. Client agrees that Tocsin may identify Client by name as a Tocsin client and as a supporter of positions within the Issue Portfolio in advocacy materials, correspondence with Covered Officials, coalition communications, and Tocsin's standard marketing materials. Client may identify itself as a client of Tocsin. Except as provided in this Section 9.2 and Section 5.1, neither Party shall use the other Party's name, logo, or trademarks without the other Party's prior written consent.

10. WORK PRODUCT.

10.1 Ownership and License. As between the Parties, Tocsin owns all right, title, and interest, including all intellectual property rights, in and to the Work Product, excluding any Confidential Information of Client incorporated therein. Tocsin may use Work Product, and know-how and materials developed in performing the Services, for other clients, provided that Tocsin does not thereby disclose Client's Confidential Information in violation of Section 9.1.

11. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

11.1 By Client. Client represents and warrants, as of the Effective Date and continuing throughout the Term, that:

1. Client has full power and authority to enter into and perform this Agreement, and the individual who executed or submitted the Order Form on Client's behalf is duly authorized to bind Client;
2. Client is not a foreign government or foreign political party, and is not owned, directed, controlled, financed, or subsidized, in whole or in major part, by a foreign government or foreign political party;
3. except as disclosed on the Order Form, Client is organized under the laws of a state of the United States, has its principal place of business in the United States, and is not owned or controlled, directly or indirectly, by any individual or entity outside the United States;
4. Client's use of the Services, and all instructions Client gives Tocsin, will comply with applicable law; and
5. all information Client furnishes to Tocsin, including under Section 4.2, is and will be accurate and complete in all material respects.

A breach of Section 11.1(b) or 11.1(c), or of Section 4.3 or 5.2, shall be deemed a material breach of this Agreement.

11.2 By Tocsin. Tocsin represents and warrants that it shall perform the Services in accordance with Section 2.2 and applicable law, that it shall not accept any compensation for the Services that is contingent upon the outcome of any governmental action, and that it shall not knowingly make any false statement of material fact to a Covered Official on Client's behalf.

11.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.2, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS," AND TOCSIN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, TOCSIN MAKES NO WARRANTY AS TO THE OUTCOME OF ANY LEGISLATIVE, REGULATORY, OR OTHER GOVERNMENTAL MATTER.

12. INDEMNIFICATION; PROCEEDINGS.

12.1 Indemnification by Client. Client shall defend, indemnify, and hold harmless Tocsin and its members, managers, officers, employees, contractors, and agents from and against all losses, damages, penalties, costs, and expenses, including reasonable attorneys' fees and court costs (collectively, "Losses"), arising out of or relating to any third-party claim or governmental inquiry to the extent resulting from (a) Client's breach of this Agreement, including Client's representations and warranties herein; or (b) any inaccuracy in or omission from information furnished by Client, including any resulting obligation or liability of Tocsin under the LDA, FARA, or 31 U.S.C. § 1352.

12.2 Procedure. Tocsin shall give Client prompt written notice of any claim for which it seeks indemnification (provided that delay shall relieve Client of its obligations only to the extent Client is materially prejudiced thereby), shall permit Client to control the defense and settlement of the claim with counsel reasonably acceptable to Tocsin, and shall reasonably cooperate at Client's expense. Client shall not, without Tocsin's prior written consent, settle any claim in a manner that imposes any non-monetary obligation on Tocsin or includes any admission of fault by Tocsin.

12.3 Third-Party Proceedings. If Tocsin is subpoenaed or otherwise requested or required to testify, produce documents, or otherwise participate in any litigation, investigation, or other proceeding relating to Client or Client's affairs to which Tocsin is not a party, Client shall reimburse Tocsin for its reasonable time expended at Tocsin's then-current hourly rates and its reasonable attorneys' fees and costs incurred in connection therewith. Tocsin shall, to the extent legally permitted, promptly inform Client of any such request. This Section 12.3 shall survive termination of this Agreement.

13. LIMITATION OF LIABILITY.

13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY LOST BUSINESS, LOST PROFITS, LOST REVENUE, LOST SAVINGS, OR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOCSIN'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY CLIENT TO TOCSIN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 THE LIMITATIONS IN SECTIONS 13.1 AND 13.2 SHALL NOT APPLY TO (A) CLIENT'S PAYMENT OBLIGATIONS; (B) CLIENT'S OBLIGATIONS UNDER SECTION 12; (C) A PARTY'S BREACH OF SECTION 9.1, PROVIDED THAT TOCSIN'S LIABILITY FOR BREACH OF SECTION 9.1 SHALL NOT EXCEED THREE (3) TIMES THE AMOUNT DESCRIBED IN SECTION 13.2; OR (D) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT. THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SECTION 13.

14. GENERAL PROVISIONS.

14.1 Independent Contractors. The Parties are independent contractors. Except for the limited authority to communicate Client's positions to Covered Officials as contemplated by this Agreement, nothing in this Agreement creates a joint venture, partnership, principal-agent, fiduciary, or employment relationship between the Parties, and neither Party shall have, or represent to any third party that it has, authority to bind the other. Tocsin personnel are employees or contractors of Tocsin and not of Client.

14.2 Assignment. Client may not assign this Agreement without Tocsin's prior written consent, except to a successor to all or substantially all of Client's business that satisfies Section 11.1(b) and (c). Any attempted assignment in violation of the foregoing shall be null and void. Tocsin may assign this Agreement to an affiliate or to a successor to all or substantially all of its business. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

14.3 Entire Agreement; Amendment. This Agreement, together with any mutually agreed amendments, Statements of Work, and addenda, (a) constitutes the Parties' entire understanding regarding its subject matter and (b) supersedes all prior or contemporaneous oral or written agreements and understandings regarding such subject matter. Tocsin may update these Terms of Service by written notice to Client at the notice email then on file, and any such update shall take effect on the first Renewal Date occurring at least thirty (30) days after such notice; Client may terminate this Agreement effective as of such Renewal Date by written notice given before that date. Any terms in a purchase order or similar document issued by Client shall have no force or effect.

14.4 Notices. A communication intended to have legal effect under this Agreement (a "notice") must be in writing and delivered (a) to Tocsin at support@tocsingroup.com, with a copy to Tocsin Group, LLC, 20 F Street NW, 7th Floor, Washington, DC 20001, Attention: Managing Member, or (b) to Client at the notice email identified on the Order Form, and shall be effective upon receipt or when delivery is refused. Operational communications, including reports, position surveys, and changes to a Party's notice address, may be delivered by email. Client is responsible for keeping its contact information current.

14.5 Governing Law; Venue. This Agreement is governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the Court of Common Pleas of Washington County, Pennsylvania, and the United States District Court for the Western District of Pennsylvania for any action arising out of or relating to this Agreement, and waives any objection based on inconvenient forum. Before commencing any action other than one for injunctive relief or to collect unpaid Fees, the Parties shall attempt in good faith for a period of thirty (30) days to resolve the dispute through discussions between their senior representatives. In any such action, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.

14.6 Severability; Waiver. Any provision of this Agreement found invalid or unenforceable shall be restated to reflect the Parties' original intent as closely as possible in accordance with applicable law, and the remaining provisions shall continue in full force. No waiver of any provision shall be effective unless in writing, and no failure or delay in exercising any right shall operate as a waiver thereof.

14.7 Force Majeure. Neither Party shall be liable for failure or delay in performing its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, epidemics, governmental actions or shutdowns, suspension or disruption of congressional or agency operations, national emergencies, labor disputes, and utility or telecommunications failures.

14.8 Counterparts; Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Execution and delivery by electronic signature, or acceptance through an Online Order Form, shall have the same force and effect as a manually executed original.

14.9 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns, and nothing herein confers any right, benefit, or remedy upon any other person, including any other client of Tocsin.

14.10 Order of Precedence. In the event of a conflict, the following order of precedence shall apply: (a) the Order Form; (b) any Statement of Work, as to the Additional Services described therein; (c) these Terms of Service; and (d) Schedule A, except that Schedule A shall control as to the Fees and the Services included in each Service Plan.

SCHEDULE A: SERVICE PLANS AND FEES

Capitalized terms have the meanings given in the Terms of Service. Subscription Fees are stated as monthly rates and are billed quarterly in advance in accordance with Section 7. Tocsin may modify this Schedule A in accordance with Sections 7.5 and 14.3.

Service Plans

Each Service Plan includes monitoring of the Issue Portfolio and advocacy on Client's positions within the Issue Portfolio up to the limits stated above, conducted individually or through Coordinated Advocacy in Tocsin's discretion. A "measure" is a single bill, resolution, amendment, rulemaking, or other discrete legislative or regulatory action. Monthly limits reset on the first day of each calendar month, quarterly limits reset on the first day of each calendar quarter, and unused capacity does not carry over. Advocacy in excess of the limits of Client's Service Plan, and any briefing not included in Client's Service Plan, is available as an Additional Service under Section 2.4. Briefing calls are conducted by video conference unless otherwise agreed. In-person or virtual advocacy means direct outreach to the offices of the Covered Officials identified for a measure, by telephone, video conference, or in person, in which Tocsin presents Client's position and requests a meeting; Tocsin shall attend any meeting an office grants within plan limitations. Meetings are requested and are not guaranteed (Section 3.2).

End of Agreement.