Acceptance of Terms of Use
These Terms of Use control your use of the VoteDown Web site, including any mobile applications, and the services made available to you (the "Services") by VoteDown PAC, Inc ("VoteDown"). By visiting, using or browsing the VoteDown Web site, you agree and accept to be bound by these Terms of Use, as well as the Privacy Policy and any supporting or other documents located on the VoteDown website. If you do not agree to these Terms of Use, you should not use the VoteDown Web site.

Contact Information Questions, notifications, complaints and requests for further information can be sent to VoteDown as follows:
Online: www.votedown.org/contact
Email: [email protected]
Mail: VoteDown PAC, Inc, 251 Little Falls Drive, Wilmington DE 19808

By Accessing or Using the Services, You Are Agreeing to Follow All the Conditions Set Forth Below

Privacy
All information submitted on the VoteDown Web site is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices.

Billing
As a member of VoteDown, you agree that for all subscriptions, we are permitted to charge your credit card. All fees and charges are non refundable.

Account Access
In order to most effectively provide you with access to your account, VoteDown will place a cookie (a small text file) on any computer from which you access the VoteDown Web site. When you return to the VoteDown web site, this cookie may help us to recognize you as the proper account holder and provide you with direct access to your account without requiring you to retype your password or other user identification. You shall be responsible for protecting the confidentiality of your account and password and for restricting access to your computer.

Leading Opponent Designation
Donors elect to donate to the Leading Opponent of a Representative in a specific race ("Leading Opponent"). Once as donation has been received:

• VoteDown will accept and hold the donation from the donor until a period ninety (90) days before the relevant election ("Decision Date").
• At that time, VoteDown will consult with all published polls of that particular race which have been published within ninety (90) days of the Decision Date by a pollster which has been approved and published on the VoteDown web site list of approved pollsters.
• VoteDown will average all of the applicable polls to determine the candidate in the race, other than the Representative which was donated against, who has the highest polling in the race. That candidate will be declared the Leading Opponent.
• If no applicable public polling has been conducted on the race in question, VoteDown will refer to the latest published FEC filings as of the Decision Date to determine which opposing candidate has the highest Net Cash On Hand (defined as Cash On Hand minus outstanding Debt). That candidate will be declared the Leading Opponent. In the event of a tie, the amounts will be split equally between the Leading Opponents.
• If the Representative being opposed is unopposed in the race, or if the Representative being opposed does not run for re-election, the amounts will be donated to the appropriate political party. That is, if the Representative was being opposed in a primary election, the funds will be donated to the political party associated with the representative. If the Representative was being opposed in a general election, the funds will be donated to the opposite party as the Representative (i.e. if the Representative is a Democrat, the funds will be donated to the Republican Party. If the Representative is a Republican, the funds will be donated to the Democratic Party).
• Upon designation of a Leading Opponent, VoteDown will post the results to its web site for a period of 7 days and will endeavor to contact the relevant Leading Opponent campaign to effectuate the funds transfer. If the Leading Opponent campaign cannot be reached or is unwilling to accept the donations, the funds will be transferred to the political party of the Leading Opponent.

Disclaimers of Warranties and Limitations on Liability
The VoteDown Web site and its contents are provided "as is" and VoteDown makes no representations or warranties of any kind with respect to the VoteDown Web site or its contents, or our services. We assume no responsibility or liability for any failures, delays, or interruptions in the delivery of any content contained on the VoteDown Web site, any errors or omissions in the content of the VoteDown Web site, any damages or losses arising from the use of the VoteDown Web site, or any conduct by users of the VoteDown web site. We disclaim all warranties and representations, including, for example, warranties of fitness for a particular purpose, merchantability, and non-infringement. In addition, we do not represent or warrant that the information accessible via our site is complete, correct, or current.

Under no circumstances shall VoteDown, its members, directors, officers, or employees be liable (jointly or severally) to you for any incidental, special, indirect or consequential damages of any kind, or any damages whatsoever resulting from, arising out of or in connection with the use or performance of VoteDown or our services. If any applicable authority holds any portion of this section to be unenforceable, the same shall not invalidate any other portion of this section and any liability will be limited to the fullest possible extent permitted by applicable law.

Limitations on Liability of Transfers
VoteDown will make its best effort to identify the correct Leading Opponent and to effectuate transfer of funds to the appropriate campaign. In the event of incorrect or mistaken transfers of funds, VoteDown assumes no liability and under no circumstances shall VoteDown, its members, directors, officers, or employees be liable (jointly or severally) for any incidental, special, indirect or consequential damages of any kind, or any damages whatsoever resulting from, arising out of or in connection with the use or performance of VoteDown or our services.

Processing Fees
VoteDown PAC may charge processing fees for some transactions. These fees are considered donations to the VoteDown PAC and are used to support the operations of the PAC, including but not limited to any card processing fees that VoteDown is charged. This amount will be clearly segregated from your earmarked contribution to the Leading Opponent of your selected Representative(s) and will be shown to you before you place any donation. This processing fee will NOT be given to the Leading Opponent, and will be retained by VoteDown PAC for its operational costs.

Data Storage
Our site and processing platform is hosted by VoteDown Software. VoteDown Software provides us with the online e-commerce platform that allows us to display information and collect information and donations from you. Your data is stored behind industry standard network security protocols and all communications are conducted through SSL to ensure security in transit.

Our commerce platform does not store your credit card data. All direct payments are conducted through Authorize.net, which adheres to the Payment Card Industry Data Security Standard (PCI-DSS), as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, MasterCard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of credit card information by our store and its service providers. For more insight, you may also want to read Authorize.net’s privacy policy.

Indemnification
You agree to hold harmless and indemnify VoteDown and its heirs and affiliates and their respective directors, officers, employees, agents or other representatives from and against all claims, liabilities and expenses, including all legal fees and costs arising from or relating to (a) your breach of these Terms and Conditions of Use; and (b) your use of the VoteDown website including transmission or placement of information or material by you on VoteDown. This provision shall survive the termination of your right to use VoteDown

Intellectual Property
You acknowledge that the Services, including but not limited to the content of our websites, text, graphics, links, buttons, logos, and images, as well as all other patents, copyrights, trademarks, trade secrets, service marks, logos, and product and service names (the "Intellectual Property") are owned by us or our affiliates, or are licensed to us pursuant to licensing agreements. You agree not to display, use, copy, or modify the Intellectual Property in any manner. You are authorized solely to view and retain a copy of the pages of our website for your own personal, non-commercial use. You further agree not to: (i) engage in or use any automated devices, data mining, robots, scraping or similar data gathering or extraction methods to access or use the Services; (ii) modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part, except that the foregoing does not apply to the information that you legally upload to the Services; (iii) remove or alter any author, trademark or other proprietary notice or legend displayed on our websites (or printed pages thereof); or (iv) infringe any party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy through the use or accessing of the Services.

The technology and software underlying the Services or distributed in connection therewith (the "Software") are the property of VoteDown, its affiliates, its or service providers. Subject to these Terms and Conditions, we hereby grant you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software on your device(s) solely in connection with the Services, provided that you agree not to copy (except as expressly provided herein), modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by us.

Right to Refund
Refunds As a Donor, you can cancel a transaction in writing for a full refund until the earlier of 10 days of the donation or when it is forwarded to the Leading Opponent. You must provide a specific request for cancellation. If you provide a specific request for cancellation, we will refund the Donation Amount only. Processing Fees are non-refundable. Refunds will be credited to the same Payment Instrument used to pay for the Donation and in the same currency as the original Donation.

You may request a refund by email by contacting VoteDown Customer Service.

Technical Issues
VoteDown is not responsible for technical issues associated on the web site, including but not limited to software crashes.

Copyright
The content on the VoteDown Web site, including graphics, images, text, logos, designs, photographs, audio/video clips, button icons, digital downloads, data compilations, and software, is the property of VoteDown or its suppliers and is protected by United States and international copyright laws. All content on this site is the exclusive property of VoteDown and protected by U.S. and international copyright laws. It should not be reproduced or used without express written permission from VoteDown.

Trademarks
The graphics, logos, page headers, button icons, scripts and service names on the VoteDown web site are trademarks or trade dress of VoteDown. VoteDown's trademarks and trade dress may not be used in connection with any product or service that is not VoteDown's, in any manner that disparages or discredits VoteDown, or in any manner that is likely to cause confusion among VoteDown customers. or. All other trademarks not owned by VoteDown that appear on the VoteDown Web site are the property of their respective owners, who may or may not be affiliated with VoteDown or VoteDown.org. Images of persons or personalities contained on the VoteDown.org Web site shall not be an indication of endorsement of any product or our service unless otherwise specifically indicated.

Use of Information Submitted
VoteDown is permitted to use any ideas, concepts, reviews, comments, information or techniques contained in any communication sent to the VoteDown Web site without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, marketing, developing and manufacturing products and creating, modifying or improving the VoteDown Web site or other Web sites. Furthermore, by posting any information on our site, you grant us a nonexclusive, royalty-free license to reproduce, use, display or modify that information.

Your Conduct on the VoteDown Web Site
By accessing the VoteDown Web site, you agree not to send or transmit any material to VoteDown that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment connected with the VoteDown Web site. You also agree not to obstruct the servers or networks connected to the VoteDown Web site or to violate any of the procedures, policies or regulations of networks connected to the VoteDown Web site, the terms of which are incorporated herein. You also agree not to imitate any other person while using the VoteDown Web site, conduct yourself in a vulgar or offensive manner while using our service, or use the VoteDown Web site for any unlawful purpose.

You further agree not to upload any copyrighted, pornographic, or other restricted or defamatory images or text to our web site. You accept full liability for any information that you post to the site, including, but not limited to, any

Disclaimer of Warranties THE SERVICES AND SOFTWARE, IF APPLICABLE, ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR SUBSIDIARIES, EMPLOYEES, SUPPLIERS, VENDORS, AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

We make reasonable efforts to ensure that donations are processed in a timely manner, but we make no representations or warranties regarding the time needed to complete processing because the Services are largely dependent on many factors outside our control. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. Notwithstanding the foregoing, you may have a right to a refund as expressly described herein.

Limitation of Liability
IN NO EVENT SHALL WE, OUR SUPPLIERS, VENDORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE SUBSIDIARIES, OFFICERS, AGENTS, PARTNERS, EMPLOYEES OR CONSULTANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES BEYOND THE SUM OF $500.00 (IN ADDITION TO REFUNDING THE DONATION AMOUNT AND TRANSFER FEES), INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM NEGLIGENCE ON THE PART OF VOTEDOWN, ITS SUPPLIERS, VENDORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE SUBSIDIARIES, OFFICERS, AGENTS, PARTNERS, EMPLOYEES OR CONSULTANTS.

Dispute Resolution and Governing Law
Governing Law. This User Agreement shall be governed according to the laws of the State of Delaware and all activities performed in connection with the Services shall be deemed to have been performed in Delaware. Any controversy, dispute, or claim arising out of or relating to the Services or User Agreement (a "Claim") shall be governed by and construed in accordance with the laws of Delaware, except that body of law governing conflicts of law.

Disputes. If a dispute arises between you and us, our goal is to address your concerns and resolve them expeditiously. If we are unable to address your concerns to your satisfaction, we will seek to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes regarding the Services may be reported to Customer Service at the addresses above.

Arbitration. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, we may elect to resolve the dispute through binding non-appearance-based arbitration. If we elect arbitration, we will initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, with the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Forum for Disputes. Except as otherwise agreed by the parties or as described above, you agree that any claim or dispute you may have against us must be resolved by a court located in Delaware. You agree to submit to the personal jurisdiction of the courts located within Delaware for the purpose of litigating all such claims or disputes.

Improperly Filed Litigation. All claims you bring against us must be resolved in accordance with this User Agreement. All claims filed or brought contrary to this Section "Dispute Resolution and Governing Law" shall be considered improperly filed, and a breach of this User Agreement. Should you file a claim contrary to this Section, we may recover attorneys' fees and costs (including in-house attorneys and paralegals) up to $2,500.00 USD from you, provided that we have notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the improperly filed claim.

Limitations on Use
Individuals under the age of 18 are not permitted to utilize the services provided by VoteDown without the involvement of a parent or legal guardian. Unless otherwise specified, the content on the VoteDown Web site is for your personal use, and shall not be used for commercial purposes, and we grant you a limited license to access the VoteDown Web site for that purpose. You may not modify, copy, distribute, display, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from, the VoteDown Web site without our express written consent. Any unauthorized use of the VoteDown Web site or its contents will terminate the limited license granted by us.

Right to Terminate
We reserve the right to restrict or terminate your use of our service, without notice, for any or no reason whatsoever.

Links
Some hyperlinks on the VoteDown Web site may lead to other Web sites not controlled by, or affiliated with VoteDown. In addition, other Web sites may link to the VoteDown Web site. VoteDown has not reviewed these Web sites and is not responsible for the content or privacy policies of these Web sites.

Modification.
We may modify this User Agreement from time to time without notice to you, except as may be required by law. You can review the most current version of the User Agreement at any time by reviewing our websites. You may terminate your use of the Services if you do not agree with any modification or amendment. If you use the Services after the effective date of an amendment or modification, you shall be deemed to have accepted that amendment or modification. You agree that you shall not modify this User Agreement and acknowledge that any attempts by you to modify this User Agreement shall be void.