Username *

Email Address *

First Name *

Last Name *

Organization *

Campaign *

Licensing Agreement
In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and You agree as follows: 1. LICENSE a. Grant of License. Licensor hereby grants to You, pursuant to the terms and conditions of this Agreement, a nonexclusive, nontransferable license to access and use the Website solely through Licensor's URL for the Website (the "Test Environment") subject to the terms and conditions set forth in this Agreement. b. Restrictions. You may not rent, lease or loan the Website, nor transfer any of its rights under this Agreement. You may not reverse engineer, decompile, or disassemble the Website. You agree that only Licensor shall have the right to alter, maintain, enhance or otherwise modify the Website. You may not modify, or create derivative works based upon, the Website. The Website shall be used only for Your own business and within the Test Environment. You shall not (i) permit any parent, subsidiaries, affiliated entities or third party, including but not limited to natural persons not associated with You, to use the Website, (ii) process or permit to be processed the data of any other party, or (iii) use the Website in the operation of a service bureau. c. Copies. You may not make any copies of the Website or any portion thereof. 2. BETA TESTING a. Beta Version. Licensor and You agree that the Website is a beta test version that may contain bugs, defects and errors. Licensor shall have no obligation under this Agreement to correct any bugs, defects or errors in the Website or to otherwise support or maintain the Website. You are not authorized to use or rely upon any beta test version of the Website. b. The Test Environment. Licensor shall install the Website on Licensor's servers and shall provide access via the Test Environment. You agree that it shall not use the Website in contravention of the Test Environment. 3. OWNERSHIP a. Title. Licensor and You agree that Licensor owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights in and to the Website, as well as any supporting documentation, and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications to the Website, whether made by Licensor or any third party. b. Transfer. Under no circumstances shall You sell, license, publish, display, distribute, or otherwise transfer the Website, including any supporting documentation, or any copy thereof, in whole or in part, to any third party including but not limited to natural persons not associated with You, without Licensor's express prior written consent. 4. YOUR INFORMATION; PASSWORD AND EVALUATION a. Your Information. You represent and warrant to Licensor throughout the term of this Agreement that: (i) You have provided and will continue to provide accurate and complete registration information to Licensor as requested by Licensor; (ii) You are an unauthorized user of the Website; and (iii) Your access and use of the Website is made under the username and password provided to You by Licensor. b. Your Password. You are solely responsible for the security, confidentiality and integrity of all messages and content You receive through the Website. You are solely responsible for any authorized or unauthorized access made possible by the use of Your username and password by any person. You agree to bear all responsibility for the confidentiality of Your username and password and all use or damages incurred from breach of confidentiality of the Website by all others who use Your username and password, whether directly authorized by You or not. c. Your Evaluation. You agree that Licensor shall have the right to use, in any manner and for any purpose, any information gained as a result of Your use and evaluation of the Website. Licensor shall have the right to use, at its sole discretion, all such information, including but not limited to use by incorporation of such information into computer programs and documentation for assignment, license or other transfer to third parties. 5. TERM The License granted by this Agreement shall expire upon the expiration of the Services Agreement between Licensor and You. 6. TERMINATION AND SUSPENSION a. Causes for termination. Either party may terminate this Agreement immediately upon notice on the occurrence of any of the following events: (i) any material breach by You (breaches of either Section 1 or 3 shall be considered "material" for purposes of this section); and (ii) either party ceases to do business or becomes insolvent. Licensor may terminate this Agreement immediately upon notice to You. b. Suspension of agreement. Upon its initiative, Licensor may suspend Your access to the Website where it has detected or learned of any breach of Section 4 using Your username and password. Such access shall be restored as soon as possible after, to the satisfaction of Licensor, confidentiality of the Website is restored by notification to you of Your new username and password. c. Duties Upon Termination. Upon termination of this Agreement for any reason whatsoever, You shall return to Licensor, delete or destroy, at Licensor's option and at Your expense, any copies of the Website, as well as all supporting documents and other materials associated with the Website, and deliver to Licensor a certification, in writing signed by You, that any copies of the Website or portions thereof have been returned, deleted or destroyed as appropriate, and its use discontinued. In addition, upon termination of this Agreement, all confidential information, including all copies, shall be immediately returned to the disclosing party. 7. NON-EXCLUSIVE You acknowledge that Licensor may be and could be performing services for businesses other than You including, without limitation, other persons or entities in Your line of business. This Agreement shall not prohibit Licensor from providing services to any such other persons or entities without notice to or approval by You. 8. NO WARRANTY LICENSOR MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE WEBSITE WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE. LICENSOR HAS NO RESPONSIBILITY FOR NETWORK SECURITY, FIREWALLS, ANTI-VIRUS MECHANISMS, OPERATING SYSTEM AND OTHER THIRD-PARTY PRODUCT UPDATES AND UPGRADES, AND ANY OTHER ASPECTS OF YOUR NETWORK OR COMPUTERS. YOU HEREBY ACKNOWLEDGE THAT THE WEBSITE MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE THAT MAY BE SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE WEBSITE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION. THEREFORE LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM USE AND/OR WEBSITE AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF PROBLEMS AND ANY OTHER DIRECT OR INDIRECT DAMAGES OR COSTS CAUSED BY UNAUTHORIZED NETWORK OR COMPUTER ACCESS OR VIRUSES, WORMS OR OTHER HARMFUL OR UNAUTHORIZED SOFTWARE OR HARDWARE. 9. LIMITATIONS OF LIABILITY IN NO EVENT SHALL LICENSOR BE LIABLE FOR THE PAYMENT OF ANY CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL; WORK STOPPAGE; HARDWARE OR SOFTWARE FAILURE, REPAIR TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED $0. 10. CONFIDENTIALITY Each party shall maintain in strict confidence, and shall use and disclose only as authorized by the disclosing party, all information of a competitively sensitive or proprietary nature that the non-disclosing party receives from the other party. You acknowledge that the Website contains proprietary information, including invaluable trade secrets, know-how and confidential information belonging to Licensor that is the sole and exclusive property of Licensor. You agree that You will not disclose this information to anyone other than Your own employees who require access, that You will maintain and protect the confidentiality of this information and that You will take all necessary and proper precautions to prevent any unauthorized use or disclosure of this information by any person or entity. Each party shall take reasonable steps to identify for the benefit of the other party and its personnel any information of a competitively sensitive or proprietary nature. These restrictions shall not be construed to apply to (1) information generally available to the public; (2) information independently developed or acquired by a party or its personnel without reliance in any way on other protected information of the other party; or (3) information approved by the disclosing party for the use and disclosure of the non-disclosing party or its personnel without restriction. Notwithstanding the foregoing restrictions, each party may use and disclose any information (1) to the extent required by an order of any court or other governmental authority or (2) as necessary for it or them to protect their interest in this Agreement, but in each case only after the disclosing party has been so notified at least seventy-two (72) hours prior to such disclosure and has had the opportunity, if possible, to obtain reasonable protection for such information in connection with such disclosure. The parties acknowledge and agree that a breach of this section shall constitute a material breach under this Agreement. To the extent there is a conflict between this section and any separate agreement dealing solely with the topic of confidentiality between Licensor and You, that separate confidentiality agreement shall control. 11. GOVERNING LAW AND EQUITABLE RELIEF a. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado without regard to that state’s conflict of law analysis. b. Equitable Relief. Each party acknowledges that a breach by either party of any confidentiality or proprietary rights provision contained herein may cause the non-breaching party irreparable damage, for which the award of money damages would not be adequate compensation. Consequently, the non-breaching party may seek an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity. c. Jurisdiction. Any dispute arising under this agreement shall be adjudicated in the State District Court located in Denver, Colorado. 12. ATTORNEYS' FEES If either party brings any suit, action, or counterclaim, to enforce the provisions of this Agreement (including without limitation enforcement of any award or judgment obtained with respect to this Agreement or to obtain attorneys’ fees, expenses or costs pursuant to this Section), the Prevailing Party (as defined herein) shall be entitled to recover a reasonable allowance for attorneys’ fees, litigation expenses, and court costs. For purposes of this section, “Prevailing Party” means a party who obtains substantially the relief sought by it. 13. ENTIRE AGREEMENT This Agreement constitutes the entire understanding between Licensor and You with respect to the subject matter hereof and supersedes all prior understandings, agreements and documentation. This Agreement shall not be deemed or construed to be modified, amended or waived, in whole or in part, except by a signed written agreement of both parties. Licensor makes no representation to You except as expressly set forth in this Agreement. 14. ENFORCEABILITY In the event that any provision of this Agreement shall be unenforceable or invalid, in whole or in part, under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement, the remaining clauses and provisions, or portions thereof, unenforceable or invalid as a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 15. GENERAL PROVISIONS The parties are independent of each other and this Agreement does not create the relationship of partnership, principal-agent, employer-employee or joint venture between Licensor and You. The failure of Licensor to enforce any of the provisions in this Agreement shall not be construed to be a waiver of the right of Licensor thereafter to enforce such provisions. This Agreement may not be assigned or transferred by You without the express, prior, written consent of Licensor. The provisions of Section 3 (Ownership), Section 6(b) (Suspension of Agreement) and 6(c) (Duties Upon Termination), Section 8 (No Warranty), Section 9 (Limitations of Liability), Section 10 (Confidentiality), Section 11 (Governing Law and Equitable Relief) and Section 12 (Attorneys' Fees) shall survive a termination or expiration of this Agreement for any reason whatsoever. The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement. 16. COUNTERPARTS AND FACSIMILE This Agreement may be executed in two counterparts, each of which shall be deemed to be an original but both of which shall constitute one and the same instrument. A signature on a copy of this Agreement received by either party by facsimile is binding upon the other party as an original. Both parties agree that a photocopy of such facsimile may also be treated by the parties as a duplicate original.

I have read the licensing agreement and agree to the terms and conditions* * I have read the licensing agreement and agree to the terms and conditions*

Firewall Agreement
Firewall Policy Re: IRN Firewall Consistent with the Federal Elections Commission and Colorado Secretary of State regulations ("Rules") regarding “coordinated" communications, IRN has adopted the following policies and procedures to prevent improper coordination. Background: As an overview, the Rules prohibit certain coordination between candidates seeking public office and outside political advocacy groups. The rules also prohibit certain coordination between political party committees and outside political advocacy groups. The rules are designed to prevent the exchange of non-public information regarding strategy and messaging. The prohibition extends to collaboration between a candidate or party and an outside advocacy/spending group, such as an independent political committee, a 501(c)(3), 501(c)(4), 527 organization, or a person or entity paying for independent expenditures (i.e., communications that expressly advocate the nomination or election of a candidate) or electioneering communications (i.e., communications that unambiguously refer to candidates during the thirty days prior to a primary election or sixty days prior to a general election), regarding advertisements mentioning a political party or a federal candidate. Most importantly, the prohibition encompasses all non-public communications regarding content of television and radio advertisements, as well as the timing, placement and frequency of such advertising, with respect to any advertisement that will be broadcast. IRN products accessible by independent entities expending funds in conjunction with campaigns and party candidates are produced using research from public sources. IRN products that are commissioned by, or distributed to, independent subscribers and customers shall not rely on, incorporate, or be influenced by non-public information concerning the strategy, plans, activities, needs or communications of any candidate or political party committee. Candidates and political party committees will not communicate any preference regarding the subject or content of independent materials to outside advocacy groups or their directors, officers, employees, agents, or consultants. IRN does provide its subscription products to political party committees as well as to independent organizations and political committees. IRN may also distribute products that are commissioned by independent clients to both other independent subscribers and to candidate and political party subscribers. This is possible because IRN does not permit candidate and political party subscribers to participate in the shaping of the content of these products. In order to prevent improper coordination, IRN strictly adheres to the following procedures: A. Division of Labor 1. IRN Employees The majority of IRN employees will remain on the "independent" side, and thus are able to provide services to, and develop products for, these clients with the clear understanding that they may not communicate with our employees providing services to candidates or party committees. Independent side employees, including Matt Poundstone, may have incidental, non-substantive contact with candidate and party committees, including discussing subscription and pricing terms, and arranging the delivery of products to candidate and party committee subscribers; they will also continue to control all administrative functions of IRN, being mindful of their duty to avoid non-public candidate and political party strategy, plans, activities, or needs when doing so. One or more employees will be assigned to the “global” side, and will have access to candidate and political party information. They may continue to receive independent materials after they are finalized and public; however, they will not be permitted to have any input into their development, delivery scheme, or content. “Global” employees may continue to have input into the overall administration and development of IRN, including non-strategic staff meetings. • IRN “independent staff” & “global staff” will have separate locked files. They will also have unique computer passwords that will not be shared between the two staffs. Persons with access to one set of files will not be given access to the other. • For any materials that provide strategic support for “global” or “independent” subscribers, IRN “independent staff” & “global staff” will have separate and protected computer files. • IRN “independent staff” & “global staff” will keep all calendaring and reports of meetings with “global” and “independent” subscribers and consultants separate and strictly confidential. 2. Vendors IRN vendors who have provided, are providing, or expect to provide services to any federal or state candidate or political party committee will be contractually required to establish a firewall under 11 C.F.R. § 109.21(h) or its counterpart regulation(s) as currently enacted or adopted in the future by the Colorado Secretary of State, in order to prohibit the flow of information about candidate or political party committee campaign plans, projects, activities, or needs between employees or consultants providing services for IRN and those employees or consultants providing services to candidates or political party committees. Vendors who will not provide services to federal or state candidates or political party committees but will provide services only to IRN and other organizations conducting independent activities, will not be required to establish a firewall. At a minimum, vendors must ensure that vendor personnel who provide services to candidates or state or local party committees may not also provide services to independent subscribers in those states. For instance, a vendor who is providing services to a party committee in a state may not also provide polling information regarding that state to independent subscribers. Vendor personnel who are providing services to national party committees, or to the “global” of national organizations, may not provide services to any independent subscriber. 3. Dynamic Services As part of its subscription services, IRN will provide ongoing research consultation to its subscribers. IRN staff on the “independent side” will be responsible for providing research consultation to independent subscribers and IRN staff on the “global side” will provide research consultation to global subscribers. IRN staff on the “independent side”, including Matt Poundstone, will continue to provide the overall workplan for IRN, but will have no strategic or material input into the “globla” strategy. In addition, global subscribers may wish to commission their own projects through IRN. Global subscribers who do so will work only through IRN global employees and vendors to develop the project. The resulting projects will not be distributed to independent subscribers. B. Confidentiality IRN will inform their clients of its confidentiality policies. The importance of these policies to both the client and the company are apparent but will be highlighted. IRN will require each subscriber to sign an agreement confirming the confidentiality policy and advising clients not to circumvent the policy by disclosing proprietary information to unauthorized company personnel or unauthorized third parties. C. Staff Briefing All key staff identified by the contracting party will be briefed on the IRN policy and will also retain a copy of this memo. Staff will be required to sign non-disclosure agreements that extend their obligations under this policy through the date of the general election. D. Contact In the event that an officer, director, agent, employee, consultant or volunteer has questions about these procedures, he or she should contact IRN’s general counsel or independent counsel to obtain appropriate direction.

I have read the firewall agreement and agree to the terms and conditions* * I have read the firewall agreement and agree to the terms and conditions*

Agent Agreement
I am an authorized agent of Subscriber and have communicated with all appropriate personnel within my organization the requirements, constraints, and disclosure responsibilities that apply to Subscriber. Further, I certify that Subscriber has taken and will continue to take the steps required by all applicable laws and regulations to prevent coordination, using resources provided by IRN Research, that would trigger reporting responsibilities or implicate spending limits by any other party.

I have read the authorized agent agreement and agree to the terms and conditions* * I have read the authorized agent agreement and agree to the terms and conditions*

Registration confirmation will be emailed to you.