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Terms of Service

REPUBLICAN ADS LLC TERMS OF SERVICE AND SERVICES AGREEMENT

Effective Date: February 28, 2026

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IMPORTANT NOTICE

BY USING ANY SERVICES PROVIDED BY REPUBLICAN ADS LLC, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOUR USE OF OUR SERVICES CONSTITUTES ACCEPTANCE OF THESE TERMS.

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1. Parties and Definitions

1.1 Service Provider

Republican Ads LLC ("RADS," "we," "us," or "our"), a limited liability company organized under the laws of Delaware.

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1.2 Client

Any political campaign, political committee, candidate, consultant, or other entity ("Client," "you," or "your") that uses, accesses, or contracts for RADS services.

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1.3 Services

Digital and traditional political advertising services, media buying, ad placement, creative services, targeting services, analytics, and related consulting services as specifically described in written proposals, statements of work, or service agreements executed by RADS.

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1.4 Consultant/Agent

Any third-party political consultant, advisor, agent, or intermediary who may refer, recommend, or facilitate Client's engagement of RADS services.

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2. Commission and Referral Fee Disclosure

2.1 Consultant Compensation Structure

RADS may pay commissions, consulting fees, referral fees, volume bonuses, rebates, or other forms of compensation (collectively, "Consultant Compensation") to consultants, agents, or intermediaries who are not employed by RADS but who direct, refer, recommend, or facilitate RADS services to their clients, including political campaigns and committees.

 

2.2 Disclosure of Consultant Relationships

  1. Knowledge of Arrangements. RADS may know that a consultant or agent referring Client to RADS receives Consultant Compensation from RADS, but RADS does not independently disclose such arrangements to Client unless specifically required by applicable law or regulation.

  2. Client Responsibility. Client acknowledges and agrees that it is Client's responsibility to inquire about and obtain disclosure from any consultant or agent regarding compensation that consultant or agent may receive from RADS or any other vendor.

  3. No Duty to Disclose. Unless specifically required by federal or state campaign finance law applicable to the specific engagement, RADS has no duty to disclose to Client the existence, terms, or amounts of Consultant Compensation paid to third parties.

 

2.3 Potential Conflicts of Interest

Client acknowledges that consultants or agents who receive Consultant Compensation from RADS may have financial incentives to recommend RADS services regardless of whether such services are optimal for Client's specific needs. Client represents that:

  1. Client has conducted independent due diligence regarding RADS services;

  2. Client's decision to engage RADS is based on Client's independent judgment;

  3. Client does not rely solely on recommendations from consultants or agents who may receive Consultant Compensation from RADS; and

  4. Client has inquired about or waives the right to inquire about any Consultant Compensation arrangements between RADS and Client's consultants or agents.

 

2.4 FEC Compliance Acknowledgment

Client acknowledges that:

  1. Federal campaign finance regulations, including but not limited to 11 C.F.R. § 9012.5 and related provisions, as well as state law, may prohibit certain kickback arrangements in connection with qualified campaign expenses;

  2. Client is responsible for ensuring that any Consultant Compensation arrangements between RADS and Client's consultants comply with applicable Federal Election Commission ("FEC") regulations;

  3. Client has an independent duty to review and approve all campaign expenditures and vendor relationships for compliance with federal and state campaign finance law;

  4. RADS makes no representation that Consultant Compensation arrangements comply with FEC regulations applicable to Client's specific circumstances; and

  5. Client should consult independent legal counsel regarding the permissibility of any Consultant Compensation arrangements under applicable campaign finance law.

 

3. Scope of Services and Written Agreement Requirement

3.1 Services Defined

The services provided by RADS are strictly limited to those specifically described in:

  1. This Terms of Service document;

  2. Written proposals submitted by RADS and accepted by Client;

  3. Statements of Work executed by both parties;

  4. Service Agreements signed by authorized representatives of RADS and Client;

  5. Written correspondence from RADS specifically describing services to be performed; and

  6. Order forms, insertion orders, or similar written documents executed by both parties.

 

3.2 Exclusion of Oral Representations

  1. No Oral Modifications. No oral representations, promises, agreements, warranties, or guarantees made by RADS personnel, representatives, agents, or employees are binding on RADS unless incorporated into a written document signed by an authorized officer of RADS.

  2. Sales Presentations Not Binding. Statements made during sales presentations, telephone calls, video conferences, informal meetings, or other oral communications do not constitute binding commitments unless subsequently reduced to writing and executed by authorized representatives.

  3. Email and Electronic Communications. Email and electronic communications constitute written correspondence only if sent from an authorized RADS representative and only to the extent they specifically describe services, pricing, or terms.

 

3.3 Authority to Bind RADS

Only the following individuals have authority to bind RADS to service commitments, pricing terms, or contractual obligations:

  1. Chief Executive Officer or President of Republican Ads LLC;

  2. Chief Operating Officer of Republican Ads LLC;

  3. Any other officer or representative specifically authorized in writing by the CEO or President.

Written agreements must be signed by one of the above-named individuals to be binding on RADS.

 

3.4 No Reliance on Oral Statements

Client acknowledges and agrees that:

  1. Client has not relied on any oral representations, promises, or statements made by RADS personnel in deciding to engage RADS services;

  2. Any oral statements regarding services, capabilities, results, or outcomes are preliminary discussions only and are not binding on RADS;

  3. Client's rights and RADS's obligations are strictly limited to those set forth in written agreements; and

  4. Client waives any claim based on oral representations not incorporated into written agreements.

 

4. Consent by Use of Services

4.1 Acceptance of Terms

By using, accessing, or contracting for any RADS services, Client expressly consents to and accepts all terms and conditions set forth in this Terms of Service document, including but not limited to:

  1. Commission and referral fee disclosure provisions (Section 2);

  2. Written agreement requirement and exclusion of oral representations (Section 3);

  3. Limitation of liability provisions (Section 6);

  4. Indemnification obligations (Section 7);

  5. Dispute resolution and arbitration provisions (Section 10); and

  6. All other terms herein.

 

4.2 Electronic Acceptance and Clickwrap Agreement

  1. Affirmative Assent Required. When Client or any authorized user acting on Client's behalf creates an account, logs in to the RADS platform, submits an insertion order, places an order for services, or otherwise accesses RADS systems or services, Client may be required to click a button or check a box labeled "I Agree," "I Accept," "Create Account," "Place Order," "Submit," or similar language, in proximity to a notice that such action constitutes agreement to these Terms of Service.

  2. Electronic Signature. By taking such action described in subsection (a), Client electronically signs and agrees that such click, check, or affirmative action constitutes Client's binding electronic signature to these Terms of Service and any incorporated policies, to the fullest extent permitted by applicable law, including without limitation the federal Electronic Signatures in Global and National Commerce Act ("E-SIGN Act," 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act ("UETA") as adopted in California (Cal. Civ. Code § 1633.1 et seq.), North Carolina (N.C. Gen. Stat. § 66-311 et seq.), Texas (Tex. Bus. & Com. Code § 322.001 et seq.), Virginia (Va. Code Ann. § 59.1-479 et seq.), Washington (Wash. Rev. Code § 19.360.010 et seq.), and any other applicable state electronic signature statutes.

  3. Manifestation of Assent. Client acknowledges and agrees that by clicking "I Agree" or similar button, or by checking a box confirming acceptance, Client manifests unambiguous assent to be bound by these Terms of Service, and such assent is equivalent to Client's handwritten signature on a physical contract.

  4. Reasonably Conspicuous Notice. Client acknowledges that the notice of these Terms of Service was presented in a reasonably conspicuous manner immediately proximate to the action button or checkbox, that Client had a reasonable opportunity to review these Terms before manifesting assent, and that a hyperlink to the full text of these Terms was provided at the point of acceptance.

  5. Record Retention. RADS may maintain electronic records of Client's acceptance, including the date, time, IP address, user identification, version of Terms accepted, and other relevant information sufficient to establish Client's electronic signature and consent.

  6. Evidentiary Presumption. Electronic records maintained by RADS in the ordinary course of business reflecting Client's assent, including date, time, IP address, user identification, and version of Terms accepted, shall be presumed authentic and admissible to the fullest extent permitted by law as evidence of Client's electronic signature and agreement.

 

4.3 Continuing Consent

Client's continued use of RADS services after the effective date of this Terms of Service or any amendments thereto constitutes Client's ongoing acceptance of and consent to these terms, provided that RADS has provided notice of such amendments in accordance with Section 13.2 and Client has had a reasonable opportunity to review the updated Terms.

 

4.4 Authority to Accept

The individual accepting these terms on behalf of Client represents and warrants that they have full authority to bind Client to these terms and that Client will be bound by such acceptance.

Client acknowledges that any individual accessing RADS services using Client credentials or on Client's behalf is deemed authorized to bind Client to these Terms, and Client is responsible for controlling access to its accounts and login credentials.

 

5. Advertising Services and FEC Compliance

5.1 Services Description

RADS provides political advertising services, which may include:

  1. Digital advertising (social media, display, video, search);

  2. Traditional media buying (television, radio, print);

  3. Ad creative development and production;

  4. Audience targeting and data analytics;

  5. Campaign strategy and consulting;

  6. Ad placement, trafficking, and optimization; and

  7. Reporting and performance analytics.

Specific services to be provided are set forth in written agreements between the parties.

 

5.2 Disclaimer Requirements

  1. Client Responsibility. Client is solely responsible for ensuring that all political advertisements comply with federal and state disclaimer requirements, including but not limited to 52 U.S.C. § 30120 and 11 C.F.R. § 110.11.

  2. Disclaimer Content. Client must provide RADS with complete and accurate disclaimer language for all advertisements. RADS is not responsible for drafting, verifying, or ensuring legal compliance of disclaimer content.

  3. "Paid for by" Disclosure. All advertisements must include appropriate "Paid for by" disclosures identifying the entity responsible for the advertisement as required by federal and applicable state law.

  4. No Legal Advice. RADS does not provide legal advice regarding disclaimer requirements. Client should consult independent legal counsel to ensure compliance.

 

5.3 Coordination Prohibition

  1. No Coordination. RADS does not coordinate, and will not coordinate, the content, timing, or targeting of advertisements with candidates, authorized committees, or their agents in any manner that would violate FEC regulations governing independent expenditures (11 C.F.R. § 109.21).

  2. Client Representations. Client represents that it has not and will not engage RADS in any activity that would constitute illegal coordination under federal campaign finance law.

  3. Separate Clients. If RADS provides services to both a candidate's authorized committee and an independent expenditure committee supporting the same candidate, RADS maintains appropriate information barriers to prevent prohibited coordination.

 

5.4 Pricing and Billing Practices

  1. Pricing Structure. RADS pricing may include media costs, platform fees, creative costs, management fees, and other charges as specifically described in written agreements.

  2. Transparent Billing. Invoices will itemize charges consistent with the pricing structure set forth in written agreements.

  3. No Undisclosed Markups. RADS does not inflate invoices or add undisclosed markups beyond those disclosed in written agreements.

  4. Payment Terms. Payment is due according to the terms specified in the applicable written agreement. Late payments may incur interest charges at the rate of 2.5% per month or the maximum rate permitted by law, whichever is less.

 

5.5 Representations Regarding Results

  1. No Guarantees. RADS makes no guarantees regarding the results, effectiveness, reach, impressions, conversions, or electoral outcomes of any advertising campaign.

  2. Estimates Only. Any projections, estimates, or forecasts regarding ad performance are good-faith estimates based on historical data and industry standards but are not guaranteed outcomes.

  3. Third-Party Platforms. Ad performance is subject to the policies, algorithms, and systems of third-party platforms (e.g., Facebook, Google, television networks) over which RADS has no control.

 

6. Limitations of Liability

6.1 Disclaimer of Warranties

RADS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RADS DOES NOT WARRANT THAT:

  1. Services will meet Client's requirements or expectations;

  2. Services will be uninterrupted, timely, secure, or error-free;

  3. Results obtained from services will be accurate, reliable, or effective;

  4. Any errors or defects in services will be corrected; or

  5. Services will comply with all applicable federal and state campaign finance laws.

 

6.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RADS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES PROVIDED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF RADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

6.3 Cap on Liability

IN NO EVENT SHALL RADS'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO RADS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR FIVE THOUSAND DOLLARS ($5,000), WHICHEVER IS GREATER.

The foregoing cap applies in the aggregate to all claims arising out of or relating to these Terms or the Services, regardless of the number of claims or legal theories asserted, and applies to arbitration as well as court proceedings.

 

6.4 Exceptions

The limitations in this Section 6 do not apply to:

  1. RADS's gross negligence or willful misconduct;

  2. RADS's breach of confidentiality obligations;

  3. RADS's violation of applicable law that cannot be waived by agreement; or

  4. Claims that cannot be limited under applicable law.

 

6.5 Third-Party Platform Limitations

RADS is not liable for actions, failures, errors, or policies of third-party advertising platforms, including but not limited to Facebook, Google, X (Twitter), YouTube, television networks, radio stations, or other media outlets. Client's sole remedy for third-party platform issues is against the third-party platform.

 

7. Indemnification

7.1 Client Indemnification Obligations

Client agrees to indemnify, defend, and hold harmless RADS, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  1. Client's breach of these Terms of Service or any written agreement with RADS;

  2. Client's violation of any federal or state campaign finance law, including but not limited to FEC regulations;

  3. Client's failure to include proper disclaimers on advertisements;

  4. Content provided by Client for advertisements, including any claims of defamation, false advertising, copyright infringement, trademark infringement, or violation of publicity/privacy rights;

  5. Client's illegal coordination with candidates, committees, or independent expenditure groups;

  6. Client's misrepresentations or fraudulent statements to RADS;

  7. Consultant Compensation arrangements between RADS and Client's consultants or agents that are alleged to violate applicable law; or

  8. Any negligent or wrongful acts or omissions by Client or Client's personnel.

 

7.2 RADS Indemnification Obligations

RADS agrees to indemnify, defend, and hold harmless Client from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  1. RADS's gross negligence or willful misconduct;

  2. RADS's breach of confidentiality obligations;

  3. Intellectual property infringement claims arising from RADS-created advertising content (excluding Client-provided content); or

  4. RADS's violation of applicable law.

 

7.3 Indemnification Procedures

The indemnified party shall:

  1. Promptly notify the indemnifying party in writing of any claim subject to indemnification;

  2. Cooperate with the indemnifying party in the defense of such claim;

  3. Allow the indemnifying party to control the defense and settlement of such claim; and

  4. Not settle or compromise any claim without the indemnifying party's prior written consent.

 

8. Confidentiality

8.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to:

  1. Campaign strategies, messaging, and targeting plans;

  2. Pricing, financial terms, and compensation arrangements;

  3. Proprietary methodologies, algorithms, and data analytics;

  4. Client lists, donor information, and voter data;

  5. Trade secrets and business practices; and

  6. Any information designated as confidential.

 

8.2 Obligations

Each party agrees to:

  1. Maintain the confidentiality of the other party's Confidential Information;

  2. Use Confidential Information only for purposes of performing under these Terms;

  3. Not disclose Confidential Information to third parties without prior written consent; and

  4. Protect Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

 

8.3 Exceptions

Confidentiality obligations do not apply to information that:

  1. Is or becomes publicly available through no breach of these Terms;

  2. Was rightfully known prior to disclosure;

  3. Is independently developed without use of Confidential Information;

  4. Is rightfully obtained from a third party without confidentiality restrictions; or

  5. Must be disclosed pursuant to law, regulation, court order, or subpoena (provided the disclosing party gives reasonable notice to allow the other party to seek protective measures).

 

8.4 Required Disclosures

RADS may disclose Client information to the extent required by:

  1. FEC reporting and disclosure requirements;

  2. Subpoenas, court orders, or legal process;

  3. Federal or state campaign finance authorities; or

  4. Law enforcement or regulatory investigations.

 

9. Representations and Warranties

9.1 Client Representations

Client represents and warrants that:

  1. Client is a political committee, campaign, candidate, or entity legally authorized to engage political advertising services;

  2. Client has full authority to enter into these Terms and any related agreements;

  3. Client's use of RADS services complies with all applicable federal, state, and local laws, including campaign finance laws;

  4. All content, materials, and information provided to RADS by Client are accurate, lawful, and do not infringe any third-party rights;

  5. Client has obtained all necessary consents, licenses, and permissions for content provided to RADS;

  6. Client is not subject to any legal prohibition or restriction that would prevent Client from engaging RADS services; and

  7. Client has disclosed to RADS any material facts or circumstances that could affect RADS's provision of services or legal compliance.

 

9.2 RADS Representations

RADS represents and warrants that:

  1. RADS is duly organized and validly existing under applicable law;

  2. RADS has the authority and expertise to provide political advertising services;

  3. Services will be performed in a professional manner consistent with industry standards;

  4. RADS will comply with applicable laws in performing services, subject to Client's direction and content; and

  5. RADS-created content (excluding Client-provided content) will not infringe third-party intellectual property rights.

 

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, RADS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

10. Dispute Resolution and Arbitration

10.1 Informal Negotiation

Before initiating arbitration or litigation, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days. Either party may initiate negotiation by providing written notice describing the dispute.

 

10.2 Binding Arbitration

  1. Agreement to Arbitrate. Except as provided below, any dispute, controversy, or claim arising out of or relating to these Terms or RADS services shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

  2. Arbitration Procedures.

    • One arbitrator selected according to AAA rules;

    • Arbitration conducted in Washington, D.C.;

    • Discovery limited to what the arbitrator deems necessary;

    • Arbitrator's decision is final and binding;

    • Judgment on the award may be entered in any court with jurisdiction.

  3. Costs. Each party bears its own attorneys' fees and costs unless the arbitrator awards fees to the prevailing party as permitted by law.

 

10.3 Exceptions to Arbitration

The following disputes are not subject to arbitration and may be brought in court:

  1. Claims for injunctive or equitable relief to protect confidential information or intellectual property;

  2. Claims within the jurisdiction of small claims court;

  3. Claims that cannot be arbitrated under applicable law; or

  4. Delegation of Arbitrability. The parties agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration provision, including any claim that all or any part of this provision is void or voidable.

 

10.4 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT AND RADS AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLIENT AND RADS EXPRESSLY WAIVE ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN CLASS ACTIONS OR CLASS-WIDE ARBITRATIONS.

 

10.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

The parties agree that this arbitration provision evidences a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (9 U.S.C. § 1 et seq.) to the fullest extent permitted by law, preempting any contrary state law.

The federal E-SIGN Act and applicable state electronic signature laws govern the validity and enforceability of electronic signatures and electronic acceptance of these Terms.

 

10.6 Venue

To the extent any dispute is not subject to arbitration, exclusive venue for such dispute shall be in the state or federal courts located in the District of Columbia, and the parties consent to personal jurisdiction in such courts.

 

11. Term and Termination

11.1 Term

These Terms of Service are effective as of the date Client first uses RADS services and continue until terminated in accordance with this Section 11.

 

11.2 Termination by Either Party

Either party may terminate the relationship with RADS by providing thirty (30) days' written notice to the other party. Specific service engagements governed by separate written agreements may have different termination provisions as set forth in those agreements.

 

11.3 Immediate Termination

Either party may terminate immediately upon written notice if:

  1. The other party materially breaches these Terms and fails to cure within ten (10) days of written notice;

  2. The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

  3. The other party engages in illegal conduct related to the services; or

  4. Continuation of the relationship would violate applicable law.

 

11.4 Effect of Termination

Upon termination:

  1. Client shall immediately pay all outstanding amounts owed to RADS for services performed prior to termination;

  2. RADS shall cease providing services except as necessary to wind down in an orderly manner;

  3. Each party shall return or destroy the other party's Confidential Information;

  4. Accrued rights and obligations survive termination;

  5. Sections 2 (Disclosures), 6 (Limitations of Liability), 7 (Indemnification), 8 (Confidentiality), 9 (Representations), 10 (Dispute Resolution), and 13 (General Provisions) survive termination.

 

11.5 No Refunds

Unless otherwise required by law or specified in a written agreement, RADS does not provide refunds for services already performed or media placements already made upon termination.

 

12. Compliance with Campaign Finance Laws

12.1 Client Primary Responsibility

Client acknowledges and agrees that Client bears primary responsibility for compliance with all applicable federal and state campaign finance laws, including but not limited to:

  1. FEC reporting and disclosure requirements;

  2. Contribution limits and prohibitions;

  3. Disclaimer requirements for political advertisements;

  4. Coordination restrictions;

  5. Source restrictions (e.g., prohibitions on corporate or foreign national contributions);

  6. Recordkeeping and documentation requirements; and

  7. State-specific campaign finance regulations.

 

12.2 Independent Legal Counsel

RADS strongly recommends that Client retain independent legal counsel specializing in campaign finance law to advise on compliance matters. RADS does not provide legal advice and Client should not rely on RADS for legal compliance guidance.

 

12.3 RADS Cooperation

RADS will reasonably cooperate with Client's efforts to comply with campaign finance laws, including:

  1. Providing invoices and documentation sufficient for FEC reporting;

  2. Responding to reasonable requests for information regarding services and charges;

  3. Maintaining records consistent with industry standards; and

  4. Complying with lawful subpoenas or document requests from regulators (subject to notice to Client when legally permissible).

 

12.4 Disclaimer: No Legal Advice

NOTHING IN THESE TERMS OR ANY COMMUNICATIONS FROM RADS PERSONNEL CONSTITUTES LEGAL ADVICE. RADS IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL COUNSEL REGARDING CAMPAIGN FINANCE LAW, FEC REGULATIONS, OR COMPLIANCE MATTERS. CLIENT SHOULD CONSULT INDEPENDENT LEGAL COUNSEL FOR LEGAL ADVICE.

 

12.5 Regulatory Changes

Campaign finance laws and FEC regulations are subject to change. Client is responsible for monitoring legal developments and ensuring ongoing compliance. RADS may modify its practices to comply with regulatory changes, and such modifications do not constitute a breach of these Terms.

 

13. General Provisions

13.1 Entire Agreement and Integration

These Terms of Service, together with any written agreements, statements of work, or proposals executed by the parties, constitute the entire agreement between Client and RADS regarding RADS services and supersede all prior or contemporaneous oral or written agreements, negotiations, representations, warranties, understandings, and discussions between the parties.

 

13.2 Amendment and Modification

  1. RADS Amendments. RADS reserves the right to amend these Terms at any time by posting updated Terms on its website or providing written notice to Client. Amendments become effective thirty (30) days after notice unless Client objects in writing, in which case the relationship may be terminated.

  2. Client Acceptance. Where RADS requires electronic acceptance of updated Terms through a clickwrap or similar affirmative assent mechanism, Client's continued use of RADS services following such affirmative acceptance constitutes agreement to the amended Terms. Passive use without such affirmative assent shall not constitute acceptance where electronic re-acceptance is required by RADS.

  3. Written Modifications Only. No amendment, modification, or waiver of these Terms is effective unless in writing and signed by authorized representatives of both parties.

 

13.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

 

13.4 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.

 

13.5 Assignment

Client may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without RADS's prior written consent. RADS may assign these Terms to any affiliate or successor entity. Any attempted assignment in violation of this provision is void.

 

13.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

 

13.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, or failures of third-party platforms or internet service providers.

 

13.8 Notices

All notices under these Terms must be in writing and delivered by:

  1. Personal delivery;

  2. Certified or registered mail, return receipt requested;

  3. Nationally recognized overnight courier; or

  4. Email to the address provided by the receiving party.

 

Notices to RADS should be sent to:

Republican Ads LLC
700 Pennsylvania Ave SE | 2nd Floor | Washington, DC 20003
info@republicanads.com
www.RepublicanAds.com

 

13.9 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

 

13.10 Counterparts and Electronic Signatures

These Terms and any related agreements may be executed in counterparts, each of which is deemed an original and all of which together constitute one agreement. Electronic signatures and electronically delivered documents have the same legal effect as original signatures and manually delivered documents.

 

13.11 Survival

Provisions that by their nature should survive termination (including Sections 2, 6, 7, 8, 9, 10, and 13) shall survive any termination or expiration of these Terms.

 

14. Additional Industry-Standard Protections

14.1 Force Majeure and Platform Changes

  1. RADS is not liable for failures or changes in third-party advertising platforms, including algorithm changes, policy changes, account suspensions, or platform outages.

  2. If a third-party platform rejects, suspends, or removes Client's advertisements, RADS's sole obligation is to notify Client and, if possible, seek alternative placement or appeal the decision. RADS is not liable for platform decisions.

 

14.2 Intellectual Property Ownership

  1. Client Content. Client retains all intellectual property rights in content, materials, logos, trademarks, and information provided to RADS.

  2. RADS-Created Content. Unless otherwise agreed in writing, RADS retains ownership of creative concepts, strategies, methodologies, and tools developed by RADS. Upon full payment, Client receives a non-exclusive, non-transferable license to use advertising content created specifically for Client's campaign.

  3. RADS Proprietary Systems. All RADS proprietary systems, software, algorithms, databases, and methodologies remain the exclusive property of RADS.

 

14.3 Data Use and Privacy

  1. Data Collection. RADS may collect and use data regarding ad performance, audience engagement, and campaign metrics to improve services and provide reporting to Client.

  2. Aggregate Data. RADS may use aggregated, anonymized data for benchmarking, research, and service improvement purposes.

  3. Privacy Compliance. RADS will comply with applicable data privacy laws, including GDPR (if applicable) and state privacy laws. Client is responsible for obtaining necessary consents from individuals for data collection and use.

  4. Voter Data. Use of voter data shall comply with applicable state laws and the terms of any data licensing agreements.

 

14.4 Insurance and Financial Responsibility

  1. RADS maintains general liability insurance and errors and omissions insurance in amounts customary for the industry.

  2. Client is responsible for timely payment of all invoices. Past-due amounts may result in suspension of services, interest charges, and collection costs (including reasonable attorneys' fees).

 

14.5 Media Placement and Insertion Orders

  1. Media placements are subject to availability and acceptance by third-party platforms and media outlets.

  2. RADS is not liable if media outlets refuse placements or charge rates different from estimates.

  3. Client is responsible for providing timely content and approvals. Delays caused by Client may result in missed placement opportunities.

 

14.6 Compliance Monitoring and Audits

  1. RADS reserves the right to conduct compliance reviews of services to ensure adherence to these Terms and applicable law.

  2. If RADS determines that Client's requested services would violate applicable law or RADS policies, RADS may refuse to perform such services.

 

14.7 Publicity and Testimonials

Unless Client objects in writing, RADS may:

  1. List Client as a customer on RADS's website and marketing materials;

  2. Describe services provided to Client in general terms without disclosing confidential details;

  3. Use publicly available information about Client's campaign in case studies or promotional materials.

Client may request removal of such references, and RADS will comply within a reasonable time.

 

15. Contact Information and Questions

For questions regarding these Terms of Service, please contact:

Republican Ads LLC
700 Pennsylvania Ave SE | 2nd Floor | Washington, DC 20003
info@republicanads.com
www.RepublicanAds.com

 

Last Updated: February 28, 2026

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ACKNOWLEDGMENT

BY USING RADS SERVICES, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE IN THEIR ENTIRETY, INCLUDING THE COMMISSION DISCLOSURE PROVISIONS, WRITTEN AGREEMENT REQUIREMENT, LIMITATIONS OF LIABILITY, ARBITRATION CLAUSE, AND CLASS ACTION WAIVER.

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