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RYE DIGITAL STRATEGIES

MASTER SERVICES TERMS & CONDITIONS

Effective Date: February 28, 2026

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IMPORTANT NOTICE

THESE TERMS GOVERN YOUR ACCESS TO AND USE OF SERVICES PROVIDED BY RYE DIGITAL STRATEGIES. BY ENGAGING, ACCESSING, OR USING ANY RYE SERVICES, CLIENT AGREES TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

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1. PARTIES AND DEFINITIONS

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1.1 Service Provider

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RYE Digital Strategies (“RYE,” “Company,” “we,” “our,” or “us”) is a political advertising and consulting firm with offices located at:

100 North Cherry Street, Suite 600
Winston-Salem, NC 27101

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1.2 Client

“Client” refers to any campaign, political committee, advocacy organization, consultant, candidate, PAC, nonprofit organization, or other entity that purchases or utilizes services from RYE.

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1.3 Services

Services may include, but are not limited to:

  • Digital advertising;

  • Media planning and buying;

  • Television, radio, print, OTT, and streaming placement;

  • Text Message delivery

  • Creative strategy and production;

  • Audience targeting and voter segmentation;

  • Campaign analytics and reporting;

  • Data-driven communications consulting; and

  • Related political or public affairs consulting services.

All services are limited to those specifically outlined in a written budget proposal, insertion order, invoice, master services agreement, scope of work, or email authorization

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2. REFERRALS, COMMISSIONS, AND THIRD-PARTY RELATIONSHIPS

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2.1 Referral Compensation

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RYE may compensate outside consultants, strategists, agencies, or referral partners through commissions, referral fees, revenue-sharing arrangements, or similar compensation structures related to Client engagements.

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2.2 Client Responsibility

Client understands and agrees that:

  • Consultants or intermediaries may receive compensation from RYE;

  • Client is responsible for conducting independent diligence regarding vendor recommendations;

  • RYE has no obligation to proactively disclose compensation arrangements unless legally required; and

  • Client may request additional disclosure information from its advisors directly.

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2.3 Independent Decision-Making

Client acknowledges that its decision to retain RYE is based on Client’s own evaluation and business judgment, and not solely on recommendations from third parties.

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3. WRITTEN AGREEMENTS CONTROL

3.1 Scope of Engagement

RYE’s obligations are limited exclusively to services described in written documentation approved by both parties, including:

  • Service agreements;

  • Customer Built platform campaigns;

  • Statements of work;

  • Insertion orders;

  • Email approvals;

  • Budget authorizations; or

  • Written campaign plans.

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3.2 No Reliance on Informal Statements

Any verbal discussions, presentations, projections, estimates, or informal communications are non-binding unless expressly included in written documentation authorized by RYE.

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3.3 Authorized Representatives

Only executive leadership or specifically authorized representatives of RYE may approve contractual commitments, pricing modifications, or guarantees on behalf of the Company.

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4. ACCEPTANCE OF TERMS

4.1 Binding Agreement

Use of RYE services constitutes acceptance of these Terms and any supplemental written agreements between Client and RYE.

 

4.2 Electronic Acceptance

Electronic approvals, including clicking acceptance buttons, approving estimates electronically, replying affirmatively by email, or otherwise authorizing services digitally, constitute valid and enforceable acceptance under applicable electronic signature laws.

RYE may retain electronic records documenting such approvals.

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5. POLITICAL ADVERTISING COMPLIANCE

5.1 Compliance Responsibility

Client bears sole responsibility for ensuring compliance with all federal, state, and local campaign finance laws, including:

  • Disclaimer requirements;

  • Reporting obligations;

  • Coordination restrictions;

  • Contribution source limitations; and

  • Applicable election regulations.

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5.2 No Legal Advice

RYE does not provide legal advice or compliance opinions. Client should consult qualified campaign finance counsel regarding legal obligations.

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5.3 Advertising Platforms

Advertising inventory and placements are subject to approval, availability, and policies of third-party vendors and platforms, including Meta, Google, television stations, DSPs, and streaming providers.

RYE is not responsible for third-party platform decisions, suspensions, or policy changes.

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6. PAYMENT TERMS

6.1 Billing

Client agrees to timely payment of all invoices, media costs, production charges, platform fees, and approved expenses.

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6.2 Late Payments

Past-due balances may accrue interest at the lesser of:

  • 2.0% per month; or

  • The highest rate permitted by applicable law.

RYE may suspend services for overdue accounts.

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6.3 Media Costs

Media pricing and availability may fluctuate based on market conditions, inventory, demand, or platform pricing changes.

Estimates are not guaranteed until placement confirmation.

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7. DISCLAIMERS AND LIMITATION OF LIABILITY

7.1 No Performance Guarantee

RYE does not guarantee:

  • Electoral outcomes;

  • Polling performance;

  • Fundraising results;

  • Audience reach;

  • Conversion rates; or

  • Advertising effectiveness.

Campaign performance depends on numerous external variables outside of RYE’s control.

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7.2 Warranty Disclaimer

ALL SERVICES ARE PROVIDED “AS AVAILABLE” AND “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

 

 

7.3 Limitation of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, RYE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUE OR CAMPAIGN LOSSES.

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7.4 Liability Cap

RYE’S TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE GREATER OF:

  • THE AMOUNT PAID TO RYE DURING THE PRIOR TWELVE (12) MONTHS; OR $5,000.

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8. INDEMNIFICATION

Client agrees to defend, indemnify, and hold harmless RYE and its officers, employees, contractors, and affiliates from claims arising out of:

  • Client-provided materials;

  • Alleged legal violations by Client;

  • Defamatory or infringing campaign content;

  • Campaign finance violations;

  • Improper disclaimer language;

  • Unauthorized use of intellectual property; or

  • Client’s breach of these Terms.

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9. CONFIDENTIALITY

Both parties agree to maintain confidentiality regarding non-public business, campaign, financial, and strategic information disclosed during the relationship.

Confidential information may only be disclosed when required by law, subpoena, court order, or regulatory obligation.

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10. INTELLECTUAL PROPERTY

10.1 Client Materials

Client retains ownership of logos, branding, voter data, campaign assets, and materials supplied to RYE.

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10.2 RYE Property

RYE retains ownership of:

  • Proprietary systems;

  • Workflows;

  • Advertising methodologies;

  • Internal software;

  • Templates;

  • Reporting systems; and

  • Strategic processes.

Unless otherwise agreed in writing, Client receives a limited, non-exclusive license to use final deliverables created specifically for Client after payment in full.

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11. DISPUTE RESOLUTION

11.1 Good Faith Resolution

The parties agree to first attempt informal resolution of disputes through direct negotiations.

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11.2 Arbitration

Disputes not resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association.

Arbitration shall occur in:

Winston-Salem, North Carolina

The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.

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11.3 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. NEITHER PARTY MAY PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

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12. TERMINATION

Either party may terminate services upon written notice.

RYE may immediately suspend or terminate services for:

  • Non-payment;

  • Fraudulent activity;

  • Legal compliance concerns;

  • Material contract breaches; or

  • Conduct exposing RYE to reputational or legal risk.

Termination does not eliminate Client’s obligation to pay outstanding balances.

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13. GENERAL TERMS

13.1 Entire Agreement

These Terms, together with any written proposals or agreements, constitute the complete agreement between the parties.

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13.2 Modifications

RYE may update these Terms periodically. Continued use of services after notice of updated Terms constitutes acceptance.

 

13.3 Independent Contractors

Nothing contained herein creates an employment, agency, joint venture, or partnership relationship.

 

13.4 Force Majeure

RYE shall not be liable for delays or interruptions caused by events outside of its reasonable control, including:

  • Platform outages;

  • Government actions;

  • Cybersecurity incidents;

  • Labor disputes;

  • Natural disasters; or

  • Telecommunications failures.

 

13.5 Governing Law

These Terms are governed by the laws of the State of North Carolina.

 

14. CONTACT INFORMATION

Questions regarding these Terms should be directed to:

RYE Digital Strategies
100 North Cherry Street, Suite 600
Winston-Salem, NC 27101

 

 

ACKNOWLEDGMENT

BY ACCESSING OR USING RYE SERVICES, CLIENT CONFIRMS THAT CLIENT HAS READ, UNDERSTOOD, AND AGREES TO THESE TERMS AND CONDITIONS, INCLUDING THE LIABILITY LIMITATIONS, ARBITRATION PROVISIONS, AND CLASS ACTION WAIVER CONTAINED HEREIN.

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