Terms & Conditions (Platform)

Each order placed between the party indicated on an Order Form as the Customer, with Renegade Commons, a Limited Liability Company, located at 618 Blue Sky Drive, Concord, NC 28027 (“Renegade Commons”) is subject to these standard terms and conditions (“Terms and Conditions”), our Privacy Policy (“Privacy Policy”), as each may be amended from time to time. The Privacy Policy is incorporated into these Terms and Conditions by reference. By executing an Order Form, Customer shall be deemed to have agreed to be bound by these Terms and Conditions. Customer and Renegade Commons are hereafter referred to individually as a “party” and collectively as the “parties.”

The Renegade Commons Solution is offered and available to users who are 18 years of age or older. By using the Renegade Commons Solution you represent and warrant that you and those individuals you are permitted to provide access to the Renegade Commons Solution have the capacity to form a binding contract with Renegade Commons and are at least 18 years old.

I. Definitions.

“ACH” means an automated clearing house used to process electronic bank-to-bank payments.

“Candidate” means an individual that has publicly announced his or her intention to run for nomination or election to a political office, or the campaign affiliated with such individual, and may be identified in the Candidate Personal Guaranty.

“Carrier Fees” has the meaning given to it in Section X(B).

“Cell Records” means the use of cell phone numbers and/or the names associated with those cell phone numbers.

“Order Form” means the order form(s) executed by and between the Customer and Renegade Commons, by and through which Renegade Commons has agreed to provide the delineated Services. Such order forms may take the form of a contract fee addendum or submission via Renegade Commons’s online Get Started form.

“Confidential Information” means all secret, confidential or proprietary information or data, whether provided in written, oral, graphic, video, computer, electronic or other form, provided pursuant to this Terms and Conditions by one Party (in such capacity, the “Disclosing Party”) to the other Party (in such capacity, the “Receiving Party”), including but not limited to: (a) technical, financial and business information and models, names of potential customers or partners, proposed business deals, reports, budgets and unpublished financial statements and reports, documents, agreements, files, plans, new products, new services, financial and market projections, marketing and selling plans, software programs, source and object codes, data, business strategies and plans; (b) records, research, patents, patent applications, trademarks, trademark applications, trade names, domain names, works of authorship, operational manuals, copyrights and copyrights applications; (c) algorithms, ideas, inventions, discoveries, development designs, techniques, processes, formulas, know-how, improvements, trade secrets or other intellectual property rights owned by, or controlled by, or licensed by a third party to the Disclosing Party; (d) confidential information of third persons that the Disclosing Party has a contractual, fiduciary or other legal obligation to properly use and keep confidential including Personal Data; and (e) any other confidential and proprietary information of or relating to the Disclosing Party.

“Customer” means the party listed on an Order Form, and has or will have an account created in the Renegade Commons Solution to facilitate the provision of Services.

“Fees” means all costs, fees, and expenses associated with the provision of Services including without limitation those fees listed on the Customer(s) Order Form, Carrier Fees, reasonable attorney’s fees, and those costs, expenses and fees associated with the collection of any unpaid amounts due and owing to Renegade Commons.

“Industry Standards” means rules and guidelines that govern other industry leaders, including without limitation those rules and guidelines issued by the Cellular Telecommunications Industry Association, such as the CTIA Short Code Monitoring Handbook, as well as rules and requirements related to The Campaign Registry.

“Intellectual Property” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets as defined under the Defend Trade Secrets Act § 2(b)(1) (18 USC § 1839(3)), know-how, designs, methodologies, processes, or similar rights; copyrights, droit-moral rights, and the protection of works of authorship or expression (whether or not registered); and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages.

“Person(s)” means an individual, general partnership, limited partnership, limited liability company, corporation, trust, estate, real estate investment trust association or any other entity.

“Personal Data” means any information, data, or document, whether or not protectable Intellectual Property, which relates to an identified or identifiable natural person and is created, developed, or collected by a Party, regarding any individual, as well as personal information of such Party’s employees and consumers. For the avoidance of doubt, Personal Data includes, but is not limited to, (a) all “nonpublic information,” as defined by the Gramm-Leach-Bliley Act (15 USC § 6801 et seq.), (b) protected health information or individually identifiable health information as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health (HiTECH) Act or as defined by the Code of Federal Regulations (45 CFR § 160.103), (c) personal data as defined by the EU General Data Protection Regulation (Regulation (EU) 2016/679), and/or (d) any other data protected under applicable data privacy laws and regulations. For the further avoidance of doubt, Personal Data is not limited to proprietary or confidential information, and need not constitute trade secret information.

“Services” has the meaning given to that term on the Customer’s Order Form(s).

“Renegade Commons Solution” means Renegade Commons’s proprietary Software-as-a-Service (SaaS) platforms and solutions that allow a Customer or User to either (i) send and receive custom text messages in the form agreed to on Customer’s Order Form, or (ii) make outbound calls to Customer or User-provided target Persons using Personal Data. Subject to the Customer’s Order Form, the Renegade Commons Solution may include without limitation hosting, outbound SMS, outbound MMS, inbound SMS, the ability to make phone calls, and the license and use of Cell Records.

“Telephone Consumer Protection Act of 1991” (or “TCPA”) means Public Law 102-243 at section 227 of the Communications Act of 1934, as amended (47 United States Code § 227), including all Federal Communication Commission Regulations related to the TCPA and all other rules, decisions, and regulations issued by the FCC and other federal agencies or courts. Such rules and decisions include, but are not limited to, the decision of the Supreme Court of the United States in Facebook, Inc. v. Duguid, 141 S. Ct. 1163 (2021); the Pallone-Thune Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (“TRACED ACT”) and its implementing regulations; FCC Declaratory Ruling (DA 20-670) adopted June 25, 2020 addressing peer-to-peer (text messaging and automated dialing services under the TCPA.

“Term” has the meaning given to it in Section II(A)(iii).

“Termination Date” has the meaning given to it in Section II(B).

“Territory” means the 48 continental states of the United States of America, Alaska, Hawaii, and the District of Columbia.

“Third Party” has the meaning given to it in Section VI(B).

“Turnkey Services” means the Customer’s engagement of Renegade Commons or its independent contractors to send text messages and make phone calls through the Renegade Commons Solution on Customer’s behalf.

“Turnkey Service Providers” has the meaning given to it in Section IV(B).

“User” means any officers, employees, volunteers, members, or agents of Customer (including those agents of Renegade Commons that send messages on behalf of Customer, if turnkey Services are provided for in the Order Form) who create a login to Customer’s Renegade Commons Solution account to utilize the Renegade Commons Solution pursuant to the Order Form and this Terms and Conditions on behalf of Customer.

“Virus” has the meaning given to it in Section VIII(D).

Any defined terms not defined within this Terms and Conditions have the meanings given to them in the applicable Order Form.

II. Term and Termination.

Term.

Subject to the Customer’s Order Form, this Terms and Conditions shall be in effect upon execution of the Order Form between Renegade Commons and Customer, and shall remain in effect:

• if the Customer is a Candidate or Candidate committee, (i) until 30 days after the date of the primary election, but only if Customer does not qualify as a Candidate for the general or runoff election, (ii) until 30 days after the date of the general or runoff election in which Customer is a Candidate;
• if the Customer is not a Candidate or Candidate committee, one (1) year from the date of the last transaction, message sent or invoice date, whichever is later; or
• upon termination by either party (“Term”).

Termination by Customer.

Customer may terminate the Order Form at any time, with or without cause by providing a notice of termination in writing to Renegade Commons which shall become effective immediately as of the date of such notice of termination (“Termination Date”).

Termination by Renegade Commons.

Renegade Commons may terminate the applicable Order Form either (i) upon 7 day prior written notice, with or without cause; or (ii) immediately in the case of material breach by Customer, including Customer’s failure to timely pay Fees when due. For the avoidance of doubt, Renegade Commons expressly reserves the right to terminate the applicable Order Form in the event that Customer utilizes the Renegade Commons Solution for the purposes set forth in Section III.2 or .3, or any other purpose that Renegade Commons, in its sole discretion, deems offensive or politically objectionable, including unprofessional, harassing, or intimidating behavior by Customer or any of Customer’s users. For avoidance of doubt, short of termination, Renegade Commons also expressly reserves the right, in its sole discretion, to deactivate Customer’s account for lack of use.

Post-Termination.

• Following the Notice of Termination, Renegade Commons will cease provision of the Services. Customer shall be responsible for all Fees already accrued by or on the Termination Date, as well as any Fees willfully or negligently accrued by the Customer following the Termination Date;
• As of the Termination Date the License granted to Customer pursuant to this Terms and Conditions shall immediately terminate and Customer shall cease using the Renegade Commons Solution; and
• For thirty (30) days following the Termination Date, Renegade Commons shall make Customer Data available to Customer for electronic retrieval by Customer.

III. License.

License Grant.

Subject to the terms of this Terms and Conditions, Renegade Commons hereby grants to Customer a nonexclusive, non-assignable license to access and use the Renegade Commons Solution in the Territory during the Term. On behalf of Customer, Users may access and use the Renegade Commons Solution.

Restrictions.

Intellectual Property Restrictions.

Customer acknowledges and agrees that it shall not, except as specifically licensed herein:

• copy, modify, distribute, publish, display or create derivative works of the Renegade Commons Solution;
• remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Renegade Commons Solution;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Renegade Commons Solution; or
• use the Renegade Commons Solution for timesharing or service bureau purposes, or otherwise for the benefit of a third party.

Use Restrictions.

Customer shall only use the Renegade Commons Solution for lawful purposes in accordance with these Terms and Conditions. Additionally, Customer acknowledges and agrees that it shall not, except as specifically licensed herein, use the Renegade Commons Solution for the following purposes:

Non-Commercial Purposes.

Customer shall only use the Renegade Commons Solution for non-commercial purposes, including without limitation public education, electoral contact, volunteer and member coordination, nonprofit fundraising, or academic research.

Territory.

Customer shall only use the Renegade Commons Solution to contact phone numbers identified within the Territory.

Violations of Law.

Customer shall not use the Renegade Commons Solution in any way that violates any applicable federal, state, local, or international law or regulation.

Consent and Permission.

Customer shall only use the Renegade Commons Solution to send communications to phone numbers for which the Customer (1) has obtained sufficient consent to send or receive messages or make calls in any form or format or (2) otherwise has a legal basis to send such communications. For the avoidance of doubt, such consent and permission must be sufficient under applicable state privacy laws including the CCPA, TCPA, and applicable Industry Standards during the Term as they may be amended from time-to-time. If Renegade Commons provides Customer with Cell Records per the Order Form, that data is provided without any representation or warranty that Customer has the consent required under relevant state and federal laws. Customer acknowledges and agrees that it will comply with Applicable Law and has independently researched and will comply with all restrictions or limitations on the use of such Cell Records. Customer is solely responsible for ensuring compliance with consent requirements, record-keeping obligations, and any applicable opt-out mechanisms. WE ASSUME NO LIABILITY FOR COMMUNICATIONS SENT WITHOUT THE REQUIRED CONSENT OR LEGAL AUTHORIZATION.

Requests from Persons; Opt-Out.

Customer shall comply with any demand or request from any Person who receives any call directed by Customer via the Renegade Commons Solution to be removed from one’s contact list. For the avoidance of doubt, subject to the Customer’s Order Form, Customer shall comply with any Person’s request that indicates their desire to no longer receive calls or messages from Customer.

Content.

Customer shall not use the Renegade Commons Solution to send any messages or make any calls that:

• are obscene, libelous, defamatory, fraudulent, discriminatory, or abusive,
• promote, incite, or instruct on criminal behavior,
• are false, misleading, or deceptive,
• infringe the proprietary rights, including Intellectual Property rights, of any Person,
• are directed to minors, exploit or exploit minors, or otherwise contain unsuitable content for minors,
• inhibit any other Person’s use or enjoyment of the Renegade Commons Solution, or
• otherwise violate any applicable state or federal law.

Customer shall not use the Renegade Commons Solution, including any Cell Records received by Customer per the Order Form, in a manner that violates any federal, state or local election, campaign finance or lobbying law, regulation or rule.

Texting & Calling Hours.

Customer shall only make calls or send messages using the Renegade Commons Solution during the hours of 9:00am to 9:00pm in the recipient’s time zone. Customer is solely responsible for identifying and complying with the time zone restrictions for each communication recipient.

“Do Not Call” lists; other limitations.

Subject to the Order Form, Customer shall comply with the national “Do Not Call” list rules and regulations, Customer’s internal “do not call” list, and any comparable state rules. Customer also shall comply with such other rules such as the limitations on the number of times calls may be placed to an individual under the TRACED ACT and implementing FCC regulation and notification and disclaimer requirements.

Additional Restrictions.

Customer agrees to not (a) use the Renegade Commons Solution in any way that may disrupt, degrade, burden, or damage its functionality, or interfere with other users’ ability to interact with the Renegade Commons Solution; (b) deploy automated tools such as bots, scrapers, or similar technologies to access or collect information from the Renegade Commons Solution; (c) copy, monitor, or extract data from the Renegade Commons Solution for any purpose not explicitly permitted by these Terms and Conditions without prior written approval; (d) introduce malicious code, viruses, worms, or any other harmful software that compromises or is intended to compromise the security or functionality of the Renegade Commons Solution; or (e) attempt to gain unauthorized access to any aspect of the Renegade Commons Solution.

Political Uses.

Renegade Commons reserves the right, in its sole discretion, to refuse service to any Customer whose political or ideological objectives are materially inconsistent with the mission of Renegade Commons.

Right to Remove.

Should any of Customer’s users knowingly, willingly, or negligently engage in any acts or omissions that result in a violation of Section III(B)(2)(i)-(viii), or otherwise materially violate these Terms and Conditions, Customer acknowledges Renegade Commons’s right to (a) delete the User’s account, (b) block the User’s account and any electronic devices associated with User from accessing the Renegade Commons Solution, and (c) otherwise prevent the User from engaging in any further actions by and through the Renegade Commons Solution.

IV. Renegade Commons Services and Solutions.

Renegade Commons Platform.

Subject to Customer’s compliance with this Terms and Conditions, Renegade Commons shall use commercially reasonable efforts to provide Customer with (i) the access and use described in the Order Form and this Terms and Conditions and (ii) technical support. If Renegade Commons fails to meet these commitments, Customer’s sole remedy is termination pursuant to Section II(B).

Turnkey Services.

If Customer’s Order Form provides for Turnkey Services, Renegade Commons agrees to send text messages and/or make phone calls through the Renegade Commons Solution on behalf of Customer. For this purpose, any independent contractors or volunteers conducting these Turnkey Services will be considered Customer’s “Users.” Customer must provide Renegade Commons with the language of the messages or approve such messages (in writing), and further agrees that Renegade Commons shall not be responsible for creating, drafting, or otherwise producing messages on Customers behalf. For avoidance of doubt, Renegade Commons does not provide any of the enumerated activities of 11 C.F.R. § 109.21(d)(4)(ii) as part of Turnkey Services. Customer acknowledges and agrees that Renegade Commons may engage volunteers or independent contractors (“Turnkey Service Providers”) on Customer’s behalf, in order to complete the Turnkey Services. Renegade Commons does not attempt to control the manner, timeline, or effectuation of Turnkey Services by such Turnkey Service Providers. Customer agrees that Renegade Commons shall not be responsible if the messages sent by Turnkey Service Providers in satisfaction of the Turnkey Services are not sent or made in a timely manner, or have failed, are incomplete, deviate from any text or call “script” provided to the Turnkey Service Provider, or otherwise violate applicable federal or state laws, including the TCPA or Industry Standards. Customer agrees to be responsible for all Fees accrued by the Turnkey Service Providers on behalf of Customer.

V. Fees & Payment.

Payment of Fees.

Customer agrees to pay Renegade Commons the Fees provided for in the Order Form or superseding fee addendum. All Fees paid by Customer are nonrefundable. If Customer believes that Renegade Commons has billed Customer incorrectly, Customer must contact Renegade Commons no later than thirty (30) days after the billing statement or invoice date in which the alleged error or problem appeared. In its sole and exclusive discretion, Renegade Commons may utilize any of the following payment methodologies:

Payment Method.

Customer agrees to provide Renegade Commons with valid ACH or credit card information, and authorizes Renegade Commons to automatically charge Customer’s ACH payment method on the first business day of the month for the previous month’s usage for all accrued Fees, or, in Renegade Commons’s sole discretion, on the first day of the month. Customer may withdraw authorization for Renegade Commons to automatically charge the payment method with thirty (30) days prior written notice to Renegade Commons. Should Customer’s payment method fail to satisfy the Fees then currently due and owing to Renegade Commons, such failure shall be deemed a material breach of this Terms and Conditions. Upon notice by Renegade Commons of the failed payment, Customer must provide updated payment information, and fully satisfy the outstanding Fees within five (5) days of the failed payment.

Monthly Invoice.

In Renegade Commons’s sole discretion, Renegade Commons may issue an invoice to Customer on the first business day of each month for all outstanding Fees then due and owing by Customer to Renegade Commons. Customer must satisfy the invoice in compliance with Section V(C).

Threshold Payments.

At Renegade Commons’s sole and exclusive discretion, Renegade Commons may, and Customer authorizes Renegade Commons to automatically charge Customer’s payment method for the full amount then currently due and owing by Customer, every time Customer accrues one thousand dollars ($1,000.00) in Fees. On an ongoing basis, Renegade Commons may charge Customer’s payment method for the accrual of Fees on the first business day following such accrual by Customer. Prior to utilizing this automatic payment method, Renegade Commons must provide Customer with written notice under Section V(D) that Renegade Commons has elected to begin charging Customer under this Section V(A)(3).

Election-Related Payments.

Payment.

If Customer is a Candidate or campaign affiliated with a Candidate, Customer authorizes Renegade Commons to automatically charge Customer’s payment method (i) ten (10) days before the Candidate’s impending election and (ii) one (1) day after the Candidate’s election. If Customer engages Renegade Commons within five (5) days of the Candidate’s upcoming election, Customer is required to provide payment information, and hereby authorizes Renegade Commons to charge the payment method for accrued Fees on the days, as Renegade Commons believes in Renegade Commons’s sole and exclusive discretion, that are reasonable and appropriate given the truncated timeline prior to the Candidate’s election.

Pre-Election Invoices.

Regardless of the payment method on file, Renegade Commons may send Customer an invoice for all accrued Fees ten (10) days prior to the Candidate’s election.

Post-Election Invoice.

Regardless of the payment method on file, Renegade Commons may send Customer an invoice for all accrued Fees one (1) day after the Candidate’s election.

Unpaid Fees.

When Renegade Commons remits an invoice to Customer, payment on that invoice must be received by Renegade Commons within five (5) business days of the invoice date. Unpaid amounts are subject to an interest charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Failure to remit payment within five (5) business days of the invoice date shall be deemed a material breach of this Terms and Conditions. To the maximum extent permitted under the law, Renegade Commons will consider a Candidate personally liable for any unpaid invoices of their campaign committee.

Changes in Fees.

Renegade Commons reserves the right to change the Fees, applicable charges, methodologies for payment, and to institute new charges, Fees, and methodologies pursuant to Article XI, A.

No Taxes.

The Fees do not include any sales tax, services tax, levies, duties, or similar governmental assessments of any nature. Customer is responsible for paying all taxes, if any, associated with the Renegade Commons Solution provided under this Terms and Conditions, other than the income, property, and employment tax Renegade Commons incurs in its ordinary course of business.

VI. Privacy & Data Security.

Data Collection and Use.

Customer acknowledges that Renegade Commons may collect, process, and store Personal Data to facilitate providing the Renegade Commons Solution. Customer agrees that we may use aggregated and anonymized data for any purpose, including for marketing, analytics, and ad targeting purposes. We do not sell Personal Data to third parties, but we may disclose certain data to our service providers and partners in compliance with applicable laws.

Customer Compliance.

Customer acknowledges and agrees that the access and use of the Renegade Commons Solution requires that Customer receive sufficient consent and permission from Persons along with compliance with all applicable state and federal laws related to the collection, storage, use, distribution and deletion of Personal Data. Customer agrees that it will comply with all applicable state and federal laws, including those related to the privacy of Personal Data. Customer specifically agrees that it shall comply at all times with the applicable state privacy laws including the TCPA and Industry Standards.

Data Storage and Retention.

During the Term, Renegade Commons shall use commercially reasonable efforts to protect the privacy of all Customer information, including Confidential Information, that the Customer provides to Renegade Commons or that the Customer uploads to the Renegade Commons Solution. We retain Customer information for the duration necessary to provide the Renegade Commons Solution and comply with legal, regulatory, and contractual requirements. Data retention periods vary depending on the type of data retained and applicable laws.

Access Control Information.

Customer acknowledges and agrees that it shall be solely responsible for the identification, creation, delegation, decisions and security of User identification names, passwords, access codes or other User account-specific information for access. Customer shall immediately notify Renegade Commons if Customer has actual knowledge of, or information suggesting, a security incident, data breach or other unauthorized access to the Renegade Commons Solution.

VII. Confidentiality.

Definition of Confidential Information.

The Disclosing Party has developed and continues to develop commercially valuable technical and nontechnical information (“Confidential Information”) that is proprietary and confidential and/or constitutes “trade secrets” as defined under the Defend Trade Secrets Act § 2(b)(1) (18 USC § 1839(3)), and pursuant to state and federal laws. Such Confidential Information, which is vital to the success of its business, includes, but is not necessarily limited to: computer programs, system documentation, data compilations, manuals, methods, techniques, processes, know-how, research, pricing policies, cost information, financial information, business plans, specialized requests, and documents developed by or for the Disclosing Party. No information shall be considered Confidential Information if Recipient Party can show by competent proof that such information was:

• at the time of disclosure, already known by, or is otherwise obvious to, Recipient or anyone skilled in the general field (although not necessarily as an expert or specialist), as shown by verifiable written records in the possession of Recipient;
• at the time of disclosure, or subsequently became, through no fault of Recipient, known to the general public through publication or otherwise;
• subsequent to disclosure, lawfully and independently received by Recipient from a third party who had the right to disclose it without restriction; or
• ordered to be released (publicly or otherwise) by a court order or the requirement of a government agency.

Non-Disclosure of Confidential Information.

Unless authorized or directed by the Disclosing Party in writing, the Recipient Party shall not, at any time during the Term, directly or indirectly, appropriate, disclose or divulge any Confidential Information to any person not then employed or engaged by the Recipient Party, or to any other person or entity (“Third Party”).

Non-Use of Confidential Information.

The parties agree that they shall use the Confidential Information solely for the mutual benefit of the parties in furtherance of this Terms and Conditions, as specifically approved by the Disclosing Party.

Non-Circumvention of Confidential Information.

Recipient expressly agrees that the Confidential Information disclosed, discussed and made available by the Disclosing Party is made solely with respect to the Renegade Commons Solution and this Terms and Conditions. Recipient Party shall not seek to by-pass, compete, avoid or circumvent the Disclosing Party from any business, research or scientific opportunity that relates to the Terms and Conditions by utilizing any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.

VIII. Representations and Warranties.

Customer hereby represents and warrants:

• The signatory to the Order Form is authorized on behalf of Customer to execute the Order Form, and open an account with Renegade Commons.
• Execution of the Order Form does not violate or breach any other Customer obligation or contract.
• Customer’s access or use of the Renegade Commons Solution pursuant to this Terms and Conditions shall not violate the personal or proprietary rights, including Intellectual Property rights, of any Person.
• That Customer shall not recklessly or with gross negligence place any virus, ransomware or other harmful code (“Virus”) into the Renegade Commons Solution. For purposes of this representation and warranty, it shall constitute recklessness or gross negligence if the Customer fails to actively investigate, evaluate and/or prevent a Virus that is known to (i) a majority of the business entities with similar products and services to the Customer or (ii) any of the business entities that provide commercially available anti-virus software or applications.
• That it will use Renegade Commons Solution in a manner consistent with any federal, state or local election, campaign finance, or lobbying law, regulation, or rule.
• Customer represents and warrants that it will use the Renegade Commons Solution in compliance with the TCPA and any similar state laws. Without limiting the generality of the foregoing, Customer further represents and warrants that it will comply with all relevant rules, guidelines and industry specifications of mobile carriers and Industry Standards. Renegade Commons may rely on this representation if Renegade Commons provides information about Customer to register with The Campaign Registry or other registries. As part of The Campaign Registry registration process, Renegade Commons may provide Customer with sample language related to Opt-Ins and privacy policies necessary for registration. Such language is illustrative only and not legal advice.
• That it will comply with all state and federal laws and regulations related to privacy, including without limitation, state attorney general or federal agency guidelines and requirements for the collection, storage, use, distribution and deletion of Personal Data.
• That all campaigns created and message sending initiated via the Renegade Commons Text API will have a minimum of one authorized agent from the customer reviewing the campaign before initiating the send, though for the avoidance of doubt, even if Customer fails to have an authorized agent review the campaigns created via API before sending, Customer will still bear financial responsibility for the cost of sending the messages.

Customer further agrees that they are responsible for securing their own API keys and are responsible for any and all messages sent out via the Renegade Commons API. For the avoidance of doubt, Customer shall be financially responsible for such messages even if such messages were sent in error, via an incorrectly setup workflow, AI agent, unauthorized third party gaining access to Customer issued API key through no fault of Renegade Commons, or any other intentional or unintentional means by Customer through use of the Renegade Commons API. Customer further represents and warrants that its use of the Renegade Commons Text API will comply with all applicable laws and regulations and that it will not use any additional application, software, or device in violation of an applicable law when used in conjunction with the Renegade Commons Text API.

IX. Disclaimer of Warranties; Limitation of Liability; Insurance.

EXCEPT AS PROVIDED IN THIS TERMS AND CONDITIONS, THE RENEGADE COMMONS SOLUTION IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. RENEGADE COMMONS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. RENEGADE COMMONS DOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE OR SERVICES, INCLUDING AS TO THE RENEGADE COMMONS SOLUTION, WILL BE UNINTERRUPTED OR ERROR-FREE. RENEGADE COMMONS DOES NOT WARRANT THE RESULTS OR ACHIEVEMENT OF ANY SERVICES, AND DISCLAIMS ALL LIABILITY FOR ANY SERVICES PROVIDED BY TURNKEY SERVICES PROVIDERS PURSUANT TO CUSTOMER’S ORDER FORM(S). CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RENEGADE COMMONS BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE OR SERVICES WHICH GAVE RISE TO SUCH DAMAGES.

Disclaimer of Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RENEGADE COMMONS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.

THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

X. Indemnification.

Indemnification by Renegade Commons.

Subject to Section IX(B) (Limitation of Liability), Renegade Commons will indemnify Customer from liability to third parties resulting from and against all claims and damages which claim alleges an infringement, misappropriation or violation of any third party’s Intellectual Property rights by the Renegade Commons Solution. The foregoing obligations do not apply with respect to portions or components of the Renegade Commons Solution: (i) not supplied by or originating with Renegade Commons; (ii) that are modified after delivery by Renegade Commons; (iii) that are combined with other products, processes or materials where the alleged infringement relates to such combination; (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (v) where Customer’s use of the Renegade Commons Solution is not strictly in accordance with this Terms and Conditions.

Customer acknowledges and agrees that its sole remedy for the infringement obligation under this section is, at the sole election and discretion of Renegade Commons, (a) replace or modify the software or service to be non-infringing, (b) obtain for Customer a license to continue using the Renegade Commons Solution, or (c) terminate this Terms and Conditions and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused Fees.

Indemnification by Customer.

The Customer shall defend, indemnify, and hold harmless from liability to third parties resulting from and against all claims and damages related to:

• any acts or omissions of the Customer or its Users, agents, or employees;
• any breach, or alleged breach, of the Order Form and this Terms and Conditions;
• any breach, or alleged breach, of Section VI (Privacy & Data Security); or
• any breach, or alleged breach, of Customer representations and warranties in Section VIII.

Without limiting the generality of the foregoing, Customer shall indemnify and hold harmless Renegade Commons from and against all fines, penalties, charges, fees or other costs as a result of Customer’s failure to comply with mobile carrier codes of conduct (“Carrier Fees”) including, without limitation, violations of acceptable use policies, codes of conduct, 10DLC requirements, evasive practices to avoid carrier or regulatory compliance, or other mobile carrier restrictions as may be implemented from time-to-time. Customer agrees to pay all such Carrier Fees upon demand by Renegade Commons.

XI. General Provisions.

Complete Agreement.

These Terms and Conditions govern all Order Forms executed by and between Renegade Commons and a Customer. Subject to the Order Form(s), this Terms and Conditions is the complete and exclusive statement of the mutual understanding of the parties regarding the services delineated on the applicable Order Form(s), and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Terms and Conditions. Renegade Commons may modify or amend this Terms and Conditions, including all Order Forms and Fees, by providing thirty (30) day advanced notice to the Customer by (i) email message at the address provided by the Customer, (ii) the Customer’s Renegade Commons account interface (including internet pop-ups or interstitials), or (iii) other direct means as reasonably determined by Renegade Commons. Customer’s continued use of the Renegade Commons Solution following the effective date of such modification or amendment will constitute consent to the modified Terms and Conditions. If Customer does not agree to the modification or amendment, Customer must immediately stop using the Renegade Commons Solution. The Customer may not modify the Terms and Conditions.

Resale and Third-Party Use.

If Customer is permitted by Renegade Commons in its Order Form to resell the Renegade Commons Solution or otherwise provide access to the Renegade Commons Solution to third parties, including its own clients, Customer is solely responsible for ensuring that all end users comply with these Terms and Conditions and all applicable laws and regulations. Customer must obtain assurances from its own clients confirming compliance with applicable data privacy, consumer protection, and marketing laws. Customer remains liable for any violations committed by its own clients or any third parties using the Renegade Commons Solution under its authorization. Renegade Commons reserves the right to suspend or terminate any user account if Customer, its resellers, or end users violate these Terms and Conditions.

Consent for Contact by Phone and Marketing.

By providing a phone number to Renegade Commons, you expressly consent to receiving calls, text messages, and other communications from Renegade Commons, including for operational, promotional, and informational purposes. This includes (a) calls and text messages sent using an automatic telephone dialing system or prerecorded voice messages and (b) communications related to Customer account activity, service updates, marketing offers, and important notices. Message and data rates may apply. Customer acknowledges and agrees that we may use information collected from Customer, including but not limited to contact information and usage data, for advertising, marketing, and including cross-context behavioral advertising. This may include delivering personalized advertisements, promotional messages, and other marketing content we may deem relevant to Customer’s interests. This consent is not a condition of purchase.

Document Priority.

In the event of a conflict between this Terms and Conditions, Order Form, attachments, or a modification or amendment, the conflict shall be resolved giving priority to a modification or amendment, then, in order, the Order Form, this Terms and Conditions, and any attachments.

Assignment.

This Terms and Conditions may not be assigned by either party without the prior written approval of the other party, which shall not be unreasonably refused, provided however that either party may assign the Order Form without consent in the event of a merger, sale, or reorganization in which the surviving entity owns or controls more than fifty percent (50%) of the acquired party and agrees in writing to assume the obligations under this Terms and Conditions.

No Employment Relationship.

Each party agrees that it is an independent contractor in relation to the other party with respect to all matters arising under this Terms and Conditions. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Each party shall remain responsible, and shall indemnify and hold harmless the other party, for the withholding and payment of all Federal, state and local personal income, wage, earnings, occupation, social security, workers’ compensation, unemployment, sickness and disability insurance taxes, payroll levies or employee benefit requirements now existing or hereafter enacted and attributable to themselves and their respective people. Customer does not have any authority of any kind to bind Renegade Commons in any respect whatsoever. Should any Turnkey Service Providers engaged by Renegade Commons to provide Turnkey Services pursuant to Customer’s Order Form(s), and such Turnkey Service Providers are determined to have been misclassified as independent contractors by the applicable governmental agency, Customer expressly agrees that it shall pay fifty percent (50%) of any amounts deemed due and owing, including without limitation to back-pay, penalties, fines, fees, and expenses associated with the misclassification of the Turnkey Service Providers as an independent contractor.

Good Faith Resolution; Arbitration.

The parties shall endeavor to resolve any dispute with respect to this Terms and Conditions in good faith within thirty (30) days of a dispute being raised. Any unresolved controversy or claim arising out of or relating to this Terms and Conditions, or the breach thereof, shall be settled by confidential binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Concord, North Carolina. The arbitration shall be governed by the laws of the State of North Carolina. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrators, all of their costs and fees. For the purpose of this provision, “costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Publicity/Promotion.

Except for the identification of Customer by its name and logo on Renegade Commons’s website and in other written marketing materials as a customer of Renegade Commons, neither party shall release any announcement, statement, press release, or other public materials relating to this Terms and Conditions or use the other party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation, or sponsorship without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Renegade Commons retains the right to share its client list in non-public forums (e.g. phone calls, person-to-person emails. in-person conversations).

Notices.

All notices under this Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Waiver.

The failure of either Party to (a) insist upon or enforce strict performance by the other Party of any provision of this Terms and Conditions, or (b) exercise any right under this Terms and Conditions, shall not be construed as a waiver or relinquishment, to any extent, of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and shall remain in full force and effect.

UN Convention on Contracts and UCITA Not Applicable.

This Terms and Conditions and the transactions contemplated herein are not and will never be subject to United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act (prepared by the National Conference of Commissioners on Uniform State Laws) as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction.

Export Controls.

Both Parties will adhere to all applicable laws relating to the export of technical data and will not export or re-export any technical data, any products received from the other Party or the direct product of such technical data to any proscribed country listed in such applicable laws unless properly authorized.

Survival.

Notwithstanding anything to the contrary that may be contained elsewhere in this Terms and Conditions, the following sections of this Terms and Conditions shall survive, and remain in full force and effect, following the expiration or the termination, for any reason, of this Terms and Conditions or the Renegade Commons Solution license rights granted herein: Sections I, II(D), III, V, VI(A), VII, VIII, IX, X, and XI(B), (E), (F), (J), and (L-O).

Severability.

If any provision of this Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Terms and Conditions will otherwise remain in full force and effect and enforceable.

Force Majeure.

Neither Party will be liable for, or be considered in breach of or default under this Terms and Conditions on account of, any delay or failure to perform as required by this Terms and Conditions as a result of strike, fire, explosion, flood, riot, insurrection, governmental acts, labor conditions, epidemics or pandemics as declared by any agency of the US or North Carolina or the World Health Organization, acts of God, war, terrorism or business shutdowns as a result of a threat or suspected threat of terrorism or natural disaster, provided that the nonperforming Party gives reasonably prompt notice under the circumstances of such condition(s) to the other Party, including prior notice if and to the extent practicable.

Assistance with Government Inquiry.

Renegade Commons agrees to provide, in a timely manner to Customer or requesting government agency, all documents and services, including personal services, necessary to produce documents or records: (a) in connection with any audit, inquiry or investigation related to Customer by the Federal Election Commission or by any other government agency; and (b) in connection with any matter relating to this Agreement or concerning compliance by Customer with federal or state law. Customer agrees to reimburse Renegade Commons any costs associated with Renegade Commons’s performance of this section, including but not limited to out-of-pocket expenses incurred, overtime incurred by Renegade Commons in furtherance of providing assistance, and professional services fees, including attorneys, cybersecurity, and accounting fees, if such costs have not been reimbursed by the government agency or other third-party payer. Such reimbursements shall be due within 30 days of Renegade Commons providing Customer notice that the costs have been incurred. Renegade Commons will provide notice in a reasonable time frame, subject to any restrictions by any judicial order or government agency confidentiality request.