Virginia Tech Letterhead · Virginia Tech University Relations, University Development, and Alumni...

Campaigner Signatory

Jeremy Saibil

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!iJVirginiaTech lnfonnatlon Technology Acquisitions 1700 Pratt Drive (0214) Blacksburg, Virginia 24060 5401231-8804 Fax: 540/231-4110

COMMONWEAL TH OF VIRGINIA STANDARD CONTRACT AMENDMENT

Contract Number: TS-C03-12 Amendment #1

The above referenced contract is amended this 22"u day of April 2014 by WhatCounts, Inc. hereinafter called the "Contractor·· and the Commonwealth of Virginia, Virginia Polytechnic Institute and State University. hereinafter called "Virginia Tech''.

The parties hereby agree to Increase e-mail volume from 9 million to 11 million annually and Increase annual billing from $24,000 to $24, 7 50., sq sf g SR 2£l' t ·a" n&

0TI1ese increases shall commence on

this Amendment's effective date and be in effect until the current~ntract period ends, February 14, 2015.

The parties hereby accept the assignment of this contract from Blue Sky Factory, Inc. to WhatCounts, Inc .. thereby transferring all duties and obligations from Blue Sky F'actory, Inc. to WhatCounts. Inc.

All other terms and conditions remain in full force and effect.

lbe parties agree to execute this Contract Amendment by elec ...

By: ·-D~1 l .

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JN WITNESS WHEREOF, the parties have caused th' bound thereby.

Authorized WhatCounts, Inc .. Representative:

Patricia K. Branscome Printed Name

Director, IT Contract Management Tith! Title

Invent the Future

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity. llffirmat1ve ac:tron institution

Table of Contents

Attachment A- Request For Proposal (RFP)………………………………………page 3

Attachment B-Blue Sky Factory’s Response to RFP…………………………….page 21

Attachment C-Virginia Tech Rider, T’s & C’s, MSA……………………………...page 84

Attachment D-Summary of Negotiations………………………………………….page 102

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Attachment A to

Commonwealth of Virginia Standard Contract to TS-CO3-12

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Request for Proposal #0016258

for

Hosted Email Marketing Technology Services for University Relations, Alumni Relations, and University Development

February 14, 2011

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RFP #0016258 GENERAL INFORMATION FORM

1. QUESTIONS: All inquiries for information regarding this solicitation should be directed to Patty Branscome, Phone: (540) 231-9246, e-mail:

[email protected]. Questions will be received at least 5 days prior to the due date.

2. DUE DATE: Sealed Proposals will be received until March 16, 2011 at 3:00 PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification.

3. ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute and State University (Virginia Tech), Information Technology Acquisitions, 1700 Pratt Drive (0214), Blacksburg, Virginia 24061. Reference the Opening Date and Hour, and RFP Number in the lower left corner of the return envelope or package.

4. TYPE OF BUSINESS: (Please check all applicable classifications). If your classification is certified by the Virginia Department of Minority

Business Enterprise, provide your certification number: __________________________________. For certification assistance, please visit: http:/www.dmbe.state.va.us/swamcert.html.

____ Large ____ Small business – An independently owned and operated business which, together with affiliates, has 250 or fewer employees or average

annual gross receipts of $10 million or less averaged over the previous three years. Department of Minority Business Enterprise (DMBE) certified women-owned and minority-owned business shall also be considered small business when they have received DMBE small business certification.

____ Women-owned business – A business concern that is at least 51% owned by one or more women who are U. S. citizens or legal resident

aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law, and both the management and daily business operations are controlled by one or more women who are U. S. citizens or legal resident aliens.

____ Minority-owned business – A business concern that is at least 51% owned by one or more minority individuals (see Section 2.2-1401,

Code of Virginia) or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

6. COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal and to all the conditions imposed therein and

hereby incorporated by reference, the undersigned offers and agrees to furnish the services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

FULL LEGAL NAME (PRINT) (Company name as it appears with your Federal Taxpayer Number)

FEDERAL TAXPAYER NUMBER (ID#)

BUSINESS NAME/DBA NAME/TA NAME (If different than the Full Legal Name)

FEDERAL TAXPAYER NUMBER (If different than ID# above)

BILLING NAME (Company name as it appears on your invoice)


PURCHASE ORDER ADDRESS

PAYMENT ADDRESS

CONTACT NAME/TITLE (PRINT)

SIGNATURE (IN INK) DATE

E-MAIL ADDRESS

TELEPHONE NUMBER TOLL FREE TELEPHONE NUMBER

FAX NUMBER TO RECEIVE E-PROCUREMENT ORDERS

09/10

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mailto:[email protected]

http://www.dmbe.state.va.us/swamcert.html

I. PURPOSE:

The purpose of this Request for Proposal (RFP) is to solicit sealed proposals to establish a contract or contracts through competitive negotiations for hosted email marketing technology services to organize segmented lists, distribute email communications, and provide analytical reports for email communications by Virginia Polytechnic Institute and State University (Virginia Tech), an agency of the Commonwealth of Virginia.

II. CONTRACT PERIOD:

The term of this contract is for three years, or as negotiated. There will be an option for five, one-year renewals, or as negotiated.

III. BACKGROUND:

A. University Overview

Founded in 1872 as a land-grant college, Virginia Tech (www.vt.edu) is the most comprehensive university in the Commonwealth of Virginia and is among the top research universities in the nation. Virginia Tech‟s nine colleges are dedicated to quality, innovation, and results through teaching, research, and outreach activities. At its 2,600 acre main campus located in Blacksburg and other campus centers in Northern Virginia, Southwest Virginia, Hampton Roads, Richmond, Southside, and Roanoke, Virginia Tech enrolls more than 30,000 undergraduate and graduate students from all 50 states and more than 100 countries in 180 academic degree programs. B. Project Background

In 2009 the Virginia Tech Alumni Association sent an estimated 476 mass emails on behalf of university departments to target audiences, ranging from lists of all alumni to smaller groups, totaling more than 6.5 million individual email messages. The emails were sent using a custom developed in-house email software system residing on a small server. The current in-house, manual technology is extremely labor intensive and has extremely limited tracking and analytics capabilities. College communicators and other content providers send raw content to the Alumni Association to be formatted and distributed. Sending a communication to the full email base can take as long as two days to send due to volume and bandwidth restrictions. So many bounce notifications are received that they cannot be manually processed in a timely manner to remove invalid addresses from the master database. Furthermore, the un-authenticated mass email distribution system also puts the university at risk for classification as a junk mail sender or spammer.

C. Requirements Overview

Virginia Tech University Relations, University Development, and Alumni Relations jointly seek an email marketing technology partner for a software-as-a-service solution to organize, distribute, and analyze email communications to alumni and friends of the university.

Email Marketing Goals

Enhance alumni loyalty through trusted electronic communications

Increase engagement with audiences using email marketing as one tactic in an integrated marketing plan

Measurable Objectives

Understand audience preferences for email communications

Identify content that is most engaging

Analyze open and click-through habits of recipients

Maximize deliverability

Minimize risk of spam reports and blacklisting by ESPs

Improve email marketing workflow efficiencies and reduce electronic delivery time

Monitor and react to email bounces

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http://www.vt.edu/

Manage unsubscribes to comply with CAN-SPAM Act policy

Professional list management

Eliminate onsite hardware requirements

Send email communications using professionally designed HTML templates and allow recipients to choose their preferred format for receiving communications (HTML or text)

IV. EVA BUSINESS-TO-GOVERNMENT ELECTRONIC PROCUREMENT SYSTEM:

The eVA Internet electronic procurement solution streamlines and automates government purchasing activities within the Commonwealth of Virginia. Virginia Tech, and other state agencies and institutions, have been directed by the Governor to maximize the use of this system in the procurement of goods and services. We are, therefore, requesting that your firm register as a trading partner within the eVA system. There are registration fees and transaction fees involved with the use of eVA. These fees must be considered in the provision of quotes, bids and price proposals offered to Virginia Tech. Failure to register within the eVA system may result in the quote, bid or proposal from your firm being rejected and the award made to another vendor who is registered in the eVA system. Registration in the eVA system is accomplished on-line. Your firm must provide the necessary information. Please visit the eVA website portal at http://www.eva.virginia.gov/register/vendorreg.htm and register both with eVA and Ariba. This process needs to be completed before Virginia Tech can issue your firm a Purchase Order or contract. If your firm conducts business from multiple geographic locations, please register these locations in your initial registration. For registration and technical assistance, reference the eVA website at: [email protected], or call 866-289-7367 or 804-371-2525.

V. CONTRACT PARTICIPATION:

It is the intent of this solicitation and resulting contract to allow for cooperative procurement. Accordingly, any public body, public or private health or educational institutions, or Virginia Tech‟s affiliated corporations and/or partnerships may access any resulting contract if authorized by the contractor.

Participation in this cooperative procurement is strictly voluntary. If authorized by the Contractor, the resultant contract may be extended to the entities indicated above to purchase at contract prices in accordance with contract terms. The Contractor shall notify Virginia Tech in writing of any such entities accessing the contract. No modification of this contract or execution of a separate contract is required to participate. The Contractor will provide semi-annual usage reports for all entities accessing the Contract. Participating entities shall place their own orders directly with the Contractor and shall fully and independently administer their use of the contract to include contractual disputes, invoicing and payments without direct administration from Virginia Tech. Virginia Tech shall not be held liable for any costs or damages incurred by any other participating entity as a result of any authorization by the Contractor to extend the contract. It is understood and agreed that Virginia Tech is not responsible for the acts or omissions of any entity, and will not be considered in default of the contract no matter the circumstances.

Use of this contract does not preclude any participating entity from using other contracts or competitive processes as the need may be.

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http://www.eva.virginia.gov/register/vendorreg.htm


VI. STATEMENT OF NEEDS: A. Features/Functions

1. Reporting and analytics – Describe and provide examples of automated reports (dashboard and printable) that analyze the effective performance of email communications, including user metrics, open rates, click through rates, conversion paths, and link analysis.

2. Behavior-based segmentation – Explain your solution‟s ability to customize email lists to include or exclude recipients based on their online or offline activity/behavior such as event registrations, list subscribes, and other actions.

3. Email bounce management – Describe your solution‟s functionality to filter soft bounces and export a list of hard bounces or “dead” email addresses to be updated in a separate master contact database, specifically Banner (SunGard) hosted by the customer.

4. Preference management – Describe how your solution allows the user to set message format preferences (html or text), desired frequency of messages, and opt-in for specific content they would like to receive.

5. Share capability and tracking – Does your solution allow recipients to share messages on social networking sites (i.e. Facebook, LinkedIn, Twitter, Digg) or forward the email to friends and allow the original sender (i.e. Virginia Tech) to track these actions? If yes, please describe.

6. A/B Split – Explain how your solution enables A/B split testing and other conversion tests. 7. Transactional messages – Does your solution support transactional messages (e.g. an email message with an

embedded event registration form or post-event survey)? If yes, please describe. 8. Sending and deliverability – Does your solution enable controlled message timing via message scheduling

and throttling controls? If yes, please describe.

B. Compliance/Security 1. CAN-SPAM Act – Describe the features and functionality of your system that help users meet CAN-SPAM

compliance. 2. Suppression file maintenance – Does your solution allow users to upload a list of emails from an external

system (i.e. Banner) to be excluded from mailings due to unsubscribe requests from other sources? Does your system automatically suppress duplicate email addresses?

3. Data security – Describe in detail the managed security of your solution including physical, network, host, software, email addresses, and user accounts.

C. Content/Asset Management 1. Customized senders – Explain your solution‟s ability to customize the sender name and email address. How

many different sender names can be utilized by each account? 2. Email templates – Explain all message creation options and tools in your system. Does your solution allow

users to upload multiple branded HTML templates to be utilized for email? Please email a sample HTML 3. “Request for Proposal #0016258” 4. Images – Explain how your solution handles uploading, sizing, storing, embedding, alternative text, and

rendering images. Specify size restrictions. 5. Formatting – Describe the options offered by your solution to format text (i.e. font, sizes, colors) and embed

hyperlinks, images, videos, and other content. 6. Dynamic content – Does your solution offer the ability to personalize content for recipients based on

history, subscribe preferences, geography, list segments, or targeted filters? 7. Multi-user account – How many users are included with an account? How many users can access the

system simultaneously? 8. Permissions and workflow – Describe the permissions and workflow of multiple users developing content

to be approved and distributed by one primary user. 9. Data export – Describe how your solution supports the ability to export unsubscribes, undeliverable email

addresses, and address updates for synchronization with an external system, specifically Banner (SunGard). List any customers who also use Banner in parallel with your system.

10. List management – Please explain how your solution enables efficient management of subscribers, requests to unsubscribe, and assignment of addresses to one or more lists. Is there a limit to the number of lists that can be managed by one account?

11. User clients – Please detail any system user requirements to access your solution‟s web-based user interface including client operating system and browser.

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D. Service Level Agreement/Accessibility 1. Accreditation – Specify your solution‟s accreditation status with major Email Service Providers (ESPs),

including Gmail, Yahoo!, Earthlink, AOL, and Hotmail. Has your solution ever been blacklisted by an ESP? If yes, explain why, how you addressed the issue, and how long it took to achieve whitelist status again.

2. Authentication – Please describe how your solution adheres to major sender authentication policies (i.e. Sender ID).

3. Uptime – What are your average and guaranteed system uptimes? 4. Delivery record – What is your overall deliverability rate? Please specify the source. How does your

solution throttle or rate-limit emails sent by all clients? 5. IP addresses – Are dedicated IP addresses available for clients? How are IP addresses assigned to clients?

Are abused IP addresses discarded or reassigned?

E. Customer Service/Account Management 1. Account management – Do you provide a dedicated account manager? If so, please explain if this resource

is included in the contract price and describe his or her responsibilities to the customer. 2. Training – Describe training and ongoing resources you provide for customers and specify which ones are

free and/or included in the contract. 3. Response time support – What is your guaranteed response time if support is required by the customer?

What are your standard and emergency support desk days and hours of operation? What are the methods by which support can be reached (e.g. telephone, email, live chat, text)

F. Relevant Experience, Qualifications, and References 1. Provide your company‟s ownership, history, number of years in business, size, and indication of its financial

health, and strategic partners. 2. Identify the parent corporation and any subsidiaries. 3. Describe your major products and services, including the different product versions that may be appropriate

for institutions similar to Virginia Tech as described in Section III – Background, above. 4. What distinguishes your company and its products and services from your competitors? 5. Provide a current list of your key customers, and all customers that comprise more than 5% of the company‟s

revenue. 6. Describe the details of implementing the proposed solution for one of your major clients, preferably a client

similar to Virginia Tech. Provide the client name, address and the name, phone number, and email address of the individual Virginia Tech has your permission to contact.

7. Provide three (3) additional recent references, either educational or governmental, for whom you have provided the type of goods and services described herein. Include the date(s) the goods and services were furnished, the client name, address and the name, phone number, and email address of the individual Virginia Tech has your permission to contact.

G. Price

1. Provide a detailed pricing structure for all components of the solution as proposed over the multi-year contract period using your best or better discounted pricing and applying all additional discounts available for state government and higher education.

i. Include pricing for all goods and services, such as hosted software services, additional users, recurring fees, training provided to the university, support and maintenance, warranty service and any additional fees for use of your company‟s solution requested by Virginia Tech.

ii. Describe in detail the factors that can influence pricing, such as feature/function options, add-ons, number of users, or system scaling costs.

iii. Describe all educational, state and local government discounts, as well as any other applicable discounts that may be available to the university in a contract for the proposed solution.

E. Small, Women- and Minority-owned Business Program (SWaM) Utilization

See Section VII – Proposal Preparation and Submission, Part B, Line 3 for details on response to SWaM Utilization.

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VII. PROPOSAL PREPARATION AND SUBMISSION:

A. General Requirements

1. RFP Response: In order to be considered for selection, Offerors must submit a complete response to this RFP. The proposal shall be submitted in both print and electronic media as follows: (1) printed original, nine (9) printed copies, and (1) electronic media copy in generally used formats on CD, DVD, or USB Flash drive media with delivery to Virginia Polytechnic Institute and State University (Virginia Tech) at the following address:

Virginia Tech c/o Patty Branscome Information Technology Acquisitions (0214) 1700 Pratt Drive Blacksburg, VA 24061

Reference the Opening Date and Hour, and RFP Number in the lower left hand corner of the return envelope or package.

No other distribution of the proposals shall be made by the Offeror.

2. Proposal Preparation:

a. Proposals shall be signed by an authorized representative of the Offeror. All information requested

should be submitted. Failure to submit all information requested may result in Virginia Tech requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals which are substantially incomplete or lack key information may be rejected by Virginia Tech at its discretion. Mandatory requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation.

b. Proposals should be prepared simply and economically providing a straightforward, concise description

of capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness and clarity of content.

c. Proposals should be organized in the order in which the requirements are presented in the RFP. All

pages of the proposal should be numbered. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, sub-letter, and repeat the text of the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and sub-letter should be repeated at the top of the next page. The proposal should contain a table of contents that cross references the RFP requirements. Information which the offeror desires to present that does not fall within any of the requirements, such as any license agreement, of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed.

d. Each copy of the proposal should be bound in a single volume where practical. All documentation

submitted with the proposal should be bound in that single volume.

e. Ownership of all data, material and documentation originated and prepared for Virginia Tech pursuant to the RFP shall belong exclusively to Virginia Tech and be subject to public inspection in accordance with the Virginia Freedom of Information Act. Trade secrets or proprietary information submitted by an Offeror shall not be subject to public disclosure under the Virginia Freedom of Information Act. However, to prevent disclosure the Offeror must invoke the protections of Section 2.2-4342F of the Code of Virginia, in writing, either before or at the time the data or other materials is submitted. The written request must specifically identify the data or other materials to be protected and state the reasons why protection is necessary. The proprietary or trade secret material submitted must be identified by some distinct method such as highlighting or underlining and must indicate only the specific words,

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figures, or paragraphs that constitute trade secret or proprietary information. The classification of an entire proposal document, line item prices and/or total proposal prices as proprietary or trade secrets is not acceptable and may result in rejection of the proposal.

3. Oral Presentation: Offerors who submit a proposal in response to this RFP may be required to give an oral

presentation of their proposal to Virginia Tech. This will provide an opportunity for the Offeror to clarify or elaborate on the proposal but will in no way change the original proposal. Virginia Tech will schedule the time and location of these presentations. Oral presentations are an option of Virginia Tech and may not be conducted. Therefore, proposals should be complete.

B. Specific Requirements

Proposals should be as thorough and detailed as possible so that Virginia Tech may properly evaluate your capabilities to provide the required services. Offerors are required to submit the following information/items as a complete proposal:

1. Detailed summary of the Offeror‟s capabilities to provide all the requirements in the requirements in Section

VI, Statement of Needs.

2. Screen shots of the product user interface and preferably a link or electronic file to view a product demo.

3. Small, Women-owned and Minority-owned Business (SWAM) Utilization: If your business can not be classified as SWAM, describe your plan for utilizing SWAM subcontractors if awarded a contract. Describe your ability to provide reporting on SWAM subcontracting spend when requested. If your firm or any business that you plan to subcontract with can be classified as SWAM, but has not been certified by the Virginia Department of Minority Business Enterprise (DMBE), it is expected that the certification process will be initiated no later than the time of the award. If your firm is currently certified, you agree to maintain your certification for the life of the contract. For assistance with SWAM certification, visit the DMBE website at www.dmbe.virginia.gov. Any questions relating to SWAM businesses or SWAM subcontracting opportunities can be directed to Mark Cartwright, the University‟s Assistant Director for Supplier Diversity, at 540-231-3333 or [email protected].

4. The return of the General Information Form and addenda, if any, signed and filled out as required.

VIII. SELECTION CRITERIA AND AWARD:

A. Selection Criteria

Proposals will be evaluated by Virginia Tech using the following: Maximum Point Criteria Value 1. Features/Functions 20 2. Compliance/Security 10 3. Content/Asset Management 10 4. Service Level Agreement/Accessibility 10 5. Customer Service/Account Management 10 6. Relevant Experience, Qualifications, and References 20

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7. Price 10 8. SWaM Utilization 10 ____________ Total 100

A. Award

Selection shall be made of two or more offerors deemed to be fully qualified and best suited among those submitting proposals on the basis of the evaluation factors included in the Request for Proposal, including price, if so stated in the Request for Proposal. Negotiations shall then be conducted with the offerors so selected. Price shall be considered, but need not be the sole determining factor. After negotiations have been conducted with each offeror so selected, Virginia Tech shall select the offeror which, in its opinion, has made the best proposal, and shall award the contract to that offeror. Virginia Tech may cancel this Request for Proposal or reject proposals at any time prior to an award. Should Virginia Tech determine in writing and in its sole discretion that only one offeror has made the best proposal, a contract may be negotiated and awarded to that offeror. The award document will be a contract incorporating by reference all the requirements, terms and conditions of this solicitation and the Contractor's proposal as negotiated. See Attachment C for sample contract form.

IX. INVOICES:

Invoices for goods or services provided under any contract resulting from this solicitation shall be submitted to:

Virginia Polytechnic Institute and State University Accounts Payable 201 Southgate Center Blacksburg, VA 24061

X. METHOD OF PAYMENT:

Virginia Tech will authorize payment to the contractor as negotiated in any resulting contract from the aforementioned Request for Proposal. Payment can be expedited through the use of a ghost card payment system. For more information on this program please refer to Virginia Tech’s Purchasing website: http://www.purch.vt.edu/Department/WellsOne.html

XI. ADDENDUM:

Any ADDENDUM issued for this solicitation may be accessed at http://www.purch.vt.edu/html.docs/bids.php. Since a paper copy of the addendum will not be mailed to you, we encourage you to check the web site regularly.

XII. CONTRACT ADMINISTRATION:

A. Melissa Richards, Director of Marketing and Publications, University Relations, at Virginia Tech or his/her designee, shall be identified as the Contract Administrator and shall use all powers under the contract to enforce its faithful performance.

B. The Contract Administrator, or his/her designee, shall determine the amount, quantity, acceptability,

fitness of all aspects of the services and shall decide all other questions in connection with the services. The Contract Administrator, or his/her designee, shall not have authority to approve changes in the services which alter the concept or which call for an extension of time for this contract. Any modifications made must be authorized by the Virginia Tech Purchasing Department through a written amendment to the contract.

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http://www.purch.vt.edu/Department/WellsOne.html

http://www.purch.vt.edu/html.docs/bids.php

XIII. TERMS AND CONDITIONS:

This solicitation and any resulting contract/purchase order shall be governed by the attached terms and conditions.

XIV. ONLINE ACCESS TO SOLICITATION DOCUMENTS AND ADDENDUM

Solicitation documents are available on the Virginia Tech, Information Technology Acquisitions (ITA) department Website and on eVA (see below). Be sure to review the ITA department Website for this solicitation frequently for potential updates. Addenda are available on the ITA Website. To view this RFP and any addenda on the ITA department Website, go to http://www.ita.vt.edu/HEM-RFP To view documents on the eVA Website, go to http://www.eva.state.va.us/ . On the first screen in the middle box, click on the underlined sub-heading “Solicitation & Awards”. Then enter the RFP number in the „Keyword Search‟ box and click „Go‟ to view this solicitation. Please contact Patty Branscome if you have any questions, [email protected], 540-231-9246.

XV. ATTACHMENTS:

Attachment A – Terms and Conditions Attachment B – Security Questions for Technology Based Procurements Attachment C – Standard Contract Form

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http://www.ita.vt.edu/HEM-RFP

http://www.eva.state.va.us/

ATTACHMENT A

TERMS AND CONDITIONS

RFP General Terms and Conditions See http:/www.purch.vt.edu/html.docs/terms/GTC_RFP_100110.pdf Special Terms and Conditions

1. AUDIT: The Contractor hereby agrees to retain all books, records, and other documents relative to this contract for five (5)

years after final payment, or until audited by the Commonwealth of Virginia, whichever is sooner. Virginia Tech, its authorized agents, and/or the State auditors shall have full access and the right to examine any of said materials during said period.

2. AVAILABILITY OF FUNDS: It is understood and agreed between the parties herein that Virginia Tech shall be bound hereunder only to the extent of the funds available or which may hereafter become available for the purpose of this agreement.

3. CANCELLATION OF CONTRACT: Virginia Tech reserves the right to cancel and terminate any resulting contract, in part or in whole, without penalty, upon 60 days written notice to the Contractor. In the event the initial contract period is for more than 12 months, the resulting contract may be terminated by either party, without penalty, after the initial 12 months of the contract period upon 60 days written notice to the other party. Any contract cancellation notice shall not relieve the Contractor of the obligation to deliver and/or perform on all outstanding orders issued prior to the effective date of cancellation.

4. CONTRACT DOCUMENTS: The contract entered into by the parties shall consist of the Request for Proposal including all modifications thereof, the proposal submitted by the Contractor, the written results of negotiations, the Commonwealth Standard Contract Form, all of which shall be referred to collectively as the Contract Documents.

A separate contract will be executed by each agency, institution or public body wishing to use any contract resulting from this solicitation.

5. INDEPENDENT CONTRACTOR: The contractor shall not be an employee of Virginia Tech, but shall be an independent contractor.

Nothing in this agreement shall be construed as authority for the contractor to make commitments which shall bind Virginia Tech, or to otherwise act on behalf of Virginia Tech, except as Virginia Tech may expressly authorize in writing.

6. INSURANCE: By signing and submitting a proposal under this solicitation, the Offeror certifies that if awarded the contract, it will have the following insurance coverages at the time the work commences. Additionally, it will maintain these during the entire term of the contract and that all insurance coverages will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

During the period of the contract, Virginia Tech reserves the right to require the Contractor to furnish certificates of insurance for the coverage required.

INSURANCE COVERAGES AND LIMITS REQUIRED: A. Worker's Compensation - Statutory requirements and benefits. B. Employers Liability - $100,000.00 C. General Liability - $500,000.00 combined single limit. Virginia Tech and the Commonwealth of Virginia shall be

named as an additional insured with respect to goods/services being procured. This coverage is to include Premises/Operations Liability, Products and Completed Operations Coverage, Independent Contractor's Liability, Owner's and Contractor's Protective Liability and Personal Injury Liability.

D. Automobile Liability - $500,000.00 E. Professional Liability to include errors and omissions- $500,000.00/occurrence.

The contractor agrees to be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen to occur in connection with and during the performance of the contract, including but not limited to claims under the Worker's Compensation Act. The contractor agrees that it will, at all times, after the completion of the work, be responsible for, indemnify, defend and hold harmless Virginia Tech, its officers, agents and employees from all liabilities resulting from bodily or mental injury or property damage directly or indirectly arising out of the performance or nonperformance of the contract.

7. MINORITY BUSINESS, WOMEN-OWNED BUSINESSES SUBCONTRACTING AND REPORTING: Where it is practicable for any portion of the awarded contract to be subcontracted to other suppliers, the contractor is encouraged to offer such business to minority and/or women-owned businesses. Names of firms may be available from the buyer and/or from the Division of Purchases and Supply. When such business has been subcontracted to these firms and upon

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completion of the contract, the contractor agrees to furnish the purchasing office the following information: name of firm, phone number, total dollar amount subcontracted and type of product/service provided.

8. NOTICES: Any notices to be given by either party to the other pursuant to any contract resulting from this solicitation shall be in writing, hand delivered or mailed to the address of the respective party at the following address

If to Contractor: Address Shown On Proposal Cover Page

Attention: Name of Person Signing Proposal If to Virginia Tech: Virginia Polytechnic Institute and State University Attn: Patty Branscome, Associate Director ITA Information Technology Acquisitions (0214) 1700 Pratt Dr. Blacksburg, VA 24061

9. PROPOSAL ACCEPTANCE PERIOD: Any proposal received in response to this solicitation shall be valid for 120 days. At the end of the 120 days the proposal may be withdrawn at the written request of the Offeror. If the proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is cancelled.

10. PRIME CONTRACTOR RESPONSIBILITIES: The Contractor shall be responsible for completely supervising and directing the work under this contract and all subcontractors that he may utilize, using his best skill and attention. Subcontractors who perform work under this contract shall be responsible to the prime Contractor. The Contractor agrees that he is as fully responsible for the acts and omissions of his subcontractors and of persons employed by them as he is for the acts and omissions of his own employees.

11. PROPOSAL PRICES: Proposal shall be in the form of a firm unit price for each item or service during the contract period.

12. QUANTITIES: Quantities set forth in this solicitation are estimates only, and the Contractor shall supply at proposal prices actual quantities as ordered, regardless of whether such total quantities are more or less than those shown.

13. RENEWAL OF CONTRACT: This contract may be renewed by Virginia Tech upon written agreement of both parties for up to five successive one year periods only under the terms and conditions of the original contract except as stated in A and B below. Price increases may be negotiated only at the time of renewal. Written notice of Virginia Tech's intention to renew shall be given (approximately 90 days) prior to the expiration date of each contract period. A. If Virginia Tech elects to exercise the option to renew the contract for an additional one-year period, the contract

price(s) for the additional year shall not exceed the contract prices of the original contract increased/decreased by more than the percentage increase/ decrease of the other services category of the CPI-W section of the Consumer Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

B. If during any subsequent renewal period Virginia Tech elects to exercise the option to renew the contract, the contract price(s) for the subsequent renewal period shall not exceed the contract price(s) of the previous renewal period increased/decreased by more than the percentage increase/decrease of the other services category of the CPI-W section for the Consumer Price Index of the United States Bureau of Labor Statistics for the latest twelve months for which statistics are available.

14. COMMUNICATIONS: Communications regarding this Request for Proposals (RFP) shall be formal from the date of issue for this RFP, until either a Contractor has been selected or the Information Technology Acquisitions Office rejects all proposals. Formal communications will be directed to the Information Technology Acquisitions Office. Informal communications, including but not limited to request for information, comments or speculations regarding this RFP to any University employee other than an Information Technology Acquisitions Office representative may result in the offending Offeror‟s proposal being rejected.

15. CERTIFICATION TESTING AND ACCEPTANCE: The system specified in the contract shall be considered ready for production testing upon receipt of documentation from the Contractor that a successful system audit or diagnostic test was performed at the site demonstrating that the system meets the minimum design/performance capabilities stipulated by the contract. The system shall be deemed ready for production certification testing on the day following receipt of this documentation. Virginia Tech shall provide written confirmation of its acceptance following successful completion of the production certification test. System (software and/or hardware) payment will be authorized after the successful completion and certification test(s).

16. SEVERAL LIABILITY: Virginia Tech will be severally liable to the extent of its purchases made against any contract resulting from this solicitation. Colleges and Universities Cooperative Group (CUCPG) will be severally liable to the extent of its purchases made against any contract resulting from this solicitation. Applicable departments, institutions, agencies, Public Bodies of the Commonwealth of Virginia and private colleges or universities in the Commonwealth of Virginia will be severally liable to the extent of their purchases made against any contract(s) resulting from this solicitation.

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ATTACHMENT B

Virginia Tech Security Questionnaire For Technology-based Procurements

If purchased, Virginia Tech reserves the right to conduct an IT security assessment on the product(s), system(s) and/or service(s) once delivered to validate the answers to the questions below. If evaluation copies or instances are available for testing, they should be provided to the IT Security Office when requested. In the space following each question, please provide a Yes, No or a “no answer” (N/A), and add any appropriate comments. If the answer is No or N/A, please provide comments indicating how this question/concern is addressed elsewhere or why it is not applicable. 1. Does your product(s), system(s) and or service(s) protect against the SANS Top 20 security vulnerabilities

http://www.sans.org/top20? 2. Does your product(s), system(s) and or service(s) protect against the OWASP

http://www.owasp.org/index.php/OWASP_Top_Ten_Project? 3. What specific encryption algorithms are employed for your product(s), system(s) and/or service(s)? 4. Is all sensitive data (i.e. Social Security Numbers, Credit Card Numbers, Health Information, etc) encrypted in transit and

at rest? If not, please explain? (NOTE: Please see the Sensitive Information page at http://www.security.vt.edu/sensitiveinfo.html for specifics).

5. Is login information such as user name and password encrypted during transmission from the client to the server? NOTE:

Base-64 encoding is not acceptable. 6. Are operating systems (e.g. Windows or Linux ), programming and scripting languages (e.g. Java or PHP), web servers

(e.g. Apache or IIS), database servers (e.g.. Oracle or MySQL), application servers, etc. always promptly patched and current with security updates? If not, please explain.

7. Is all access, including administrative accounts, controlled and logged (i.e. firewalls, file system permissions, ACLs,

database table permissions, packet logs, etc.)? If not, please explain.

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http://www.owasp.org/index.php/OWASP_Top_Ten_Project

http://www.security.vt.edu/sensitiveinfo.html

2

8. Does your product(s), system(s) and/or service(s) prevent the use of shared credentials or accounts including administrative accounts?

9. Describe how your product(s), system(s) and/or service(s) authenticates and authorizes users? 10. Does your product(s) and/or system(s) facilitate compliance with Federal and State laws, such as FERPA, HIPPA and

PCI? 11. Does your company alert customers to vulnerabilities and security issues in a timely fashion? If so, please describe your

process. For hosted services, in addition to questions above 1. Are intrusion detection technologies and firewalls utilized on the hosted system(s)? 2. Describe how your facility is physically secured? 3. Does your network or facility undergo vulnerability scanning and penetration testing? 4. Do your employees hold Information Technology Security certifications and/or secure coding certifications? If so, please describe them.

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3

ATTACHMENT C

Standard Contract form for reference only Offerors do not need to fill in this form

COMMONWEALTH OF VIRGINIA

STANDARD CONTRACT

Contract Number:_______________________ This contract entered into this ____ day of ____________ 20___, by ______________________, hereinafter called the "Contractor" and Commonwealth of Virginia, Virginia Polytechnic Institute and State University, hereinafter called "Virginia Tech". WITNESSETH that the Contractor and Virginia Tech, in consideration of the mutual covenants, promises and agreements herein contained, agrees as follows: SCOPE OF CONTRACT: The Contractor shall provide the _____________ to Virginia Tech as set forth in the Contract Documents. PERIOD OF CONTRACT: From _________________________ through ________________________. COMPENSATION AND METHOD OF PAYMENT: The Contractor shall be paid by Virginia Tech in accordance with the contract documents. CONTRACT DOCUMENT: The contract documents shall consist of this signed contract, Request For Proposal Number __________ dated __________, together with all written modifications thereof and the proposal submitted by the Contractor dated _________ and the Contractor's letter dated __________, all of which contract documents are incorporated herein. In WITNESS WHEREOF, the parties have caused this Contract to be duly executed intending to be bound thereby. Contractor: Virginia Tech By:___________________________________ By: ___________________________________ Title:__________________________________ Title:__________________________________

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RFP 0016258 Addendum 02 Hosted Email Marketing Technology Services for University Relations, Alumni Relations, and University Development – Questions & Answers Q&A-2 dated March 14, 2011 QUESTION ANSWER

1) The RFP references that in 2009 over 6.5 million emails were sent on behalf of these three departments. However, my company provides our pricing structure based on the number of email addresses, not the number of emails sent. Can you please give me an approximate range of how many individual email addresses are subscribed across the three departments?

1. Approximately, 130,000 email addresses

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RFP 0016258 Addendum 01 Hosted Email Marketing Technology Services for University Relations, Alumni Relations, and University Development – Questions & Answers Q&A-1 dated March 9, 2011 QUESTION ANSWER

1) Under Section III. B. Project Background, it is mentioned that the Virginia Tech Alumni Association sent an estimated 476 mass emails totaling more than 6.5 million individual email messages during 2009. Under Section C. Requirements Overview, it says that Virginia Tech University Relations, University Development, and Alumni Relations jointly seek an email marketing partner. Our question: does the 6.5 million emails sent in 2009 represent Only those sent through the Alumni Association or does that number include the three divisions/departments (University Relations, Development and Alumni Association)? If the number represents only those sent by the Alumni Association, what is the approximate number of emails the additional departments sent during that same time period?

1. The Alumni Association acts as the gatekeeper for email distribution to alumni contacts. All emails (with few exceptions) from the three organizations (University Relations, Development and Alumni Association) are sent by the Alumni Association, so 6.5 million represents a fair total of emails distributed in 2009.

2) Currently College communicator and other content providers send raw content to the Alumni Association. Would Virginia Tech prefer to have distinct email admin dashboards for individual division/departments or should all communication continue to be driven through the Alumni Association? What is the approximate number of staff members who you anticipate providing administrative access to a new email marketing solution? How many per department/division (if applicable)?

2. The Alumni Association will continue to act as the gatekeeper for email distribution to alumni contacts. The Alumni Association will have 1-3 staff members who will require administrative access. We are interested in giving division/department communicators have permission to create and edit messages but not permission to send emails.

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Attachment B to


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------------- Blue Sky Factory response to Request for Proposal #0016258 for Virginia Tech

Hosted Email Marketing Technology Services for University Relations, Alumni Relations, and University Development Confidential to the parties. © 2011 Blue Sky Factory. All rights reserved.

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for


Response from:

March 16, 2011

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Dear Ms. Branscome: Thank you so much for the opportunity to respond to the Virginia Tech Request for Proposal (#0016258): Hosted Email Marketing Technology Services for University Relations, Alumni Relations, and University Development. The entire team at Blue Sky Factory is excited about the possibility of working with Virginia Tech to help fulfill our mission of making you a better email marketer. As noted on several occasions throughout our response, we have a long history at Blue Sky Factory of working with Universities and Colleges including Strayer University and Johns Hopkins University. We pride ourselves on our un-paralleled service and support and consider our clients more like partners. Don’t take it from us, read what folks are saying about Blue Sky Factory on Twitter. Our entire team is available to answer questions, offer advice, and ultimately help Virginia Tech to meet it’s email marketing goals of enhancing alumni loyalty and increasing audience engagement. As will be clear from our responses, Blue Sky Factory’s software-as-a-service, web-based application – Publicaster – along with our Support team, your dedicated Client Service Manager, and the rest of our staff, will help Virginia Tech meet all email marketing objectives as outlined in the Request for Proposal:

Understand audience preferences for email communications Identify content that is most engaging Analyze open and click-through habits of recipients Maximize deliverability Minimize risk of spam reports and blacklisting by ESPs Improve email marketing workflow efficiencies and reduce electronic delivery time Monitor and react to email bounces Manage unsubscribes to comply with CAN-SPAM Act policy Professional list management Eliminate onsite hardware requirements Send email communications using professionally designed HTML templates and allow recipients to

choose their preferred format for receiving communications (HTML or text) Please accept the following document as our official response to the Virginia Tech Request for Proposal (#0016258): Hosted Email Marketing Technology Services for University Relations, Alumni Relations, and University Development. Should you have any questions, please do not hesitate to contact me directly via cell or email. We look forward to continuing the conversation. DJ Waldow Director of Community, Blue Sky Factory 919.943.9248 [email protected]

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http://twitter.com/blueskyfactory/favorites

http://twitter.com/blueskyfactory/favorites




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Table of Contents Topic Page General Information Form …………….………………….......... 4 Section I. Purpose …………….………………….......... 5 Section II. Contract Period …………….………………….......... 5 Section III. Background …………….………………….......... 5 Section IV. eVA Business-to-Government Electronic Procurement System …………….………………….......... 5

Section V. Contract Participation …………….………………….......... 5 Section VI: Statement of Needs …………….………………….......... 6 Features/Functions: Reporting and analytics …………….………………….......... 6-10 Features/Functions: Behavior-based segmentation …………….………………….......... 10-11 Features/Functions: Email bounce management …………….………………….......... 11-12 Features/Functions: Preference management …………….………………….......... 12-16 Features/Functions: Share capability and tracking …………….………………….......... 16-19 Features/Functions: A/B Split …………….………………….......... 19-21 Features/Functions: Transactional messages …………….………………….......... 21 Features/Functions: Sending and deliverability …………….………………….......... 21-25 Compliance/Security: CAN-SPAM Act …………….………………….......... 25-27 Compliance/Security: Suppression file maintenance …………….………………….......... 27-28 Compliance/Security: Data security …………….………………….......... 28-30 Content/Asset Management: Customized senders …………….………………….......... 31 Content/Asset Management: Email templates …………….………………….......... 31-35 Content/Asset Management: Images …………….………………….......... 36 Content/Asset Management: Formatting …………….………………….......... 36-37 Content/Asset Management: Dynamic content …………….………………….......... 37-38 Content/Asset Management: Multi-user account …………….………………….......... 38 Content/Asset Management: Permissions and workflow …………….………………….......... 38-39 Content/Asset Management: Data export …………….………………….......... 39 Content/Asset Management: List management …………….………………….......... 39-41 Content/Asset Management: User clients …………….………………….......... 42 Service Level Agreement/Accessibility: Accreditation …………….………………….......... 42 Service Level Agreement/Accessibility: Authentication …………….………………….......... 42-43 Service Level Agreement/Accessibility: Uptime …………….………………….......... 43-44 Service Level Agreement/Accessibility: Delivery record …………….………………….......... 44-45 Service Level Agreement/Accessibility: IP addresses …………….………………….......... 45 Customer Service/Account Management: Account management …………….………………….......... 45-46 Customer Service/Account Management: Training …………….………………….......... 46-47 Customer Service/Account Management: Response time support …………….………………….......... 47

Relevant Experience, Qualifications, and References …………….………………….......... 47-52 Price …………….………………….......... 52-55 Small, Women- and Minority-owned Business Program (SWaM) Utilization …………….………………….......... 55

Section VII: Proposal Preparation and Submission …………….………………….......... 56

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RFP #0016258 GENERAL INFORMATION FORM

1. QUESTIONS: All inquiries for information regarding this solicitation should be directed to Patty Branscome, Phone: (540) 231-9246, e-

mail: [email protected]. Questions will be received at least 5 days prior to the due date.

2. DUE DATE: Sealed Proposals will be received until March 16, 2011 at 3:00 PM. Failure to submit proposals to the correct location by the designated date and hour will result in disqualification.

3. ADDRESS: Proposals should be mailed or hand delivered to: Virginia Polytechnic Institute and State University (Virginia Tech), Information Technology Acquisitions, 1700 Pratt Drive (0214), Blacksburg, Virginia 24061. Reference the Opening Date and Hour, and RFP Number in the lower left corner of the return envelope or package.

4. TYPE OF BUSINESS: (Please check all applicable classifications). If your classification is certified by the Virginia Department of Minority

Business Enterprise, provide your certification number: __________________________________. For certification assistance, please visit: http:/www.dmbe.state.va.us/swamcert.html.

____ Large _X_ Small business – An independently owned and operated business which, together with affiliates, has 250 or fewer employees or

average annual gross receipts of $10 million or less averaged over the previous three years. Department of Minority Business Enterprise (DMBE) certified women-owned and minority-owned business shall also be considered small business when they have received DMBE small business certification.

____ Women-owned business – A business concern that is at least 51% owned by one or more women who are U. S. citizens or legal

resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest is owned by one or more women who are citizens of the United States or non-citizens who are in full compliance with the United States immigration law, and both the management and daily business operations are controlled by one or more women who are U. S. citizens or legal resident aliens.

____ Minority-owned business – A business concern that is at least 51% owned by one or more minority individuals (see Section 2.2-1401,

Code of Virginia) or in the case of a corporation, partnership, or limited liability company or other entity, at least 51% of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals and both the management and daily business operations are controlled by one or more minority individuals.

6. COMPANY INFORMATION/SIGNATURE: In compliance with this Request For Proposal and to all the conditions imposed therein and

hereby incorporated by reference, the undersigned offers and agrees to furnish the services in accordance with the attached signed proposal and as mutually agreed upon by subsequent negotiation.

FULL LEGAL NAME (PRINT) (Company name as it appears with your Federal Taxpayer Number)

Blue Sky Factory, Inc.

FEDERAL TAXPAYER NUMBER (ID#) 52-2309961

BUSINESS NAME/DBA NAME/TA NAME (If different than the Full Legal Name)


BILLING NAME (Company name as it appears on your invoice)

Blue Sky Factory


PURCHASE ORDER ADDRESS 40 East Cross Street Baltimore, MD 21230

PAYMENT ADDRESS 40 East Cross Street Baltimore, MD 21230

CONTACT NAME/TITLE (PRINT) DJ Waldow/Director of Community

SIGNATURE (IN INK) DATE 3/15/2011

E-MAIL ADDRESS [email protected]

TELEPHONE NUMBER 919.943.9248 (DJ’s cell)

TOLL FREE TELEPHONE NUMBER 866.216.2583 (Blue Sky Factory office)

FAX NUMBER TO RECEIVE E-PROCUREMENT ORDERS 410.727.2502

09/10

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http://www.dmbe.state.va.us/swamcert.html




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Section I. Purpose No necessary/required action by Blue Sky Factory. Section II. Contract Period Contract period addressed in Section VI.G.1. (Statement of Needs, Price). Section III. Background No necessary/required action by Blue Sky Factory. Section IV. eVA Business-to-Government Electronic Procurement System Blue Sky Factory has registered with both eVA and Ariba. Section V. Contract Participation Blue Sky Factory chooses to not participate.

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Section VI: Statement of Needs Please note that this section is broken down by letter/number. We’ve included the heading and statement of needs for each requirement. Where applicable, we’ve referenced other questions within this section. Finally, we’ve included screenshots throughout this section. Under each screenshot, we’ve noted the file name so you can also view separately per the attached zip file. A1) Features/Functions: Reporting and analytics – Describe and provide examples of automated reports (dashboard and printable) that analyze the effective performance of email communications, including user metrics, open rates, click through rates, conversion paths, and link analysis. Our standard distribution reporting includes the following metrics: Activity Report

Opened Clicked View in Browser Forwarded Opted out Complaint Converted Social Media Mobile Version Subscriber Preferences

Delivery Report

Total Sent Soft Bounced Hard Bounced Total Bounced Delivered

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Publicaster_ Real Time Activity Report.png

The metrics can be tracked in real-time in a very organized and intuitive fashion. Additionally, the Activity Report can be filtered via a range of minutes/hours/days/weeks after the distribution send date. This allows you to see how the various metrics change over time.

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Each of these metrics can be further drilled down into to see more charts as well as data by date, day of week, and/or hour of day. See “Publicaster_ Opens Report Detail.png” for an example. Also, see “Publicaster_ Report Detail Options.png” for list of other options. Note: Depending on which detailed report you choose, different data will be displayed.

Publicaster_ Opens Report Detail.png

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Publicaster_ Report Detail Options.png

Blue Sky Factory also offers “Comparative Reports” based on the above distribution metrics. These reports can be viewed and exported (to xls/csv/txt) and filtered by month, quarter, year, month-to-date, or even a custom timespan. See: “Publicaster_ Comparative Reports.png.”

Publicaster_ Comparative Reports.png

Reports can be viewed on both an individual email and campaign level. Users can compare individual email reports or campaigns.

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Reports can easily be grouped as well as viewed at an individual email level, campaign level, and down to an individual subscriber’s behaviors. A subscriber’s email address can be searched for, and the user can see what list(s) the subscriber is in and every action the subscriber has ever taken with an email they have received. Blue Sky Factory offers Custom Reports as well, including:

Subscriber History Google Analytics Link Click Report API Usage Landing Page Reports Top Domain Reports Daily Import History

See “Publicaster_ Custom Reports.png” screenshot below.

Publicaster_ Custom Reports.png

A2) Features/Functions: Behavior-based segmentation – Explain your solution’s ability to customize email lists to include or exclude recipients based on their online or offline activity/behavior such as event registrations, list subscribes, and other actions. Publicaster allows you to build segmentations based on any subscriber data you have in the application. Additionally, via our API (documentation: http://api7.publicaster.com/), you can pull in other relevant data and build custom segmentations. See: “Publicaster_ Segmentation Manager.png” (attached). Our Segmentation Manager is one of the most powerful features in the application. You can build nearly any segmentation you’d like. See screenshots below for more details.

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Publicaster_ Segmentation Conditions - 1 of 3.png Publicaster_ Segmentation Conditions - 2 of 3.png Publicaster_ Segmentation Conditions - 3 of 3.png

A3) Features/Functions: Email bounce management – Describe your solution’s functionality to filter soft bounces and export a list of hard bounces or “dead” email addresses to be updated in a separate master contact database, specifically Banner (SunGard) hosted by the customer.

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As mentioned in “A1) Features/Functions: Reporting and analytics”, Publicaster reports on all soft bounces and hard bounces, among other metrics. These can be viewed/exported via the Comparative Reports feature. Additionally, as discussed in the “B1) Compliance/Security: CAN-SPAM Act” section, we parse all bounces and have a notification system in place in case a blocked message is returned via a bounce message. Finally, in our Administration section (Account Preferences/List Manager Settings), users can adjust the “Bounce Removal Settings” to stop sending emails that have hard bounced (1-3 times) and soft bounced (1-5 times). See: “Publicaster_ Account Preferences - List Manager Settings.png.”

Publicaster_ Account Preferences - List Manager Settings.png

A4) Features/Functions: Preference management – Describe how your solution allows the user to set message format preferences (html or text), desired frequency of messages, and opt-in for specific content they would like to receive. Blue Sky Factory has an easy-to-use, 3-step, Opt-In Form Builder. Screenshots of each step are below.

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Publicaster_ Opt-In Form Builder - Step 1 of 3.png

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The end product of the Opt-In Form Builder is javascript code (“Publicaster_ Opt-In Form Code.png” screen shot below) that can be placed on a webpage(s) to begin collecting email addresses. This data is automatically updated/appended to the Publicaster system.

Publicaster_ Opt-In Form Code.png

Similar results can be obtained via the Blue Sky Factory API: http://api7.publicaster.com/ We also have a Facebook Connect integration, which allows for a 2-click process for new subscribers to add themselves to a list. See more detail in this blog post/video: http://blog.blueskyfactory.com/email-marketing/build-your-subscriber-base-with-publicaster-and-facebook-connect/ A5) Features/Functions: Share capability and tracking – Does your solution allow recipients to share messages on social networking sites (i.e. Facebook, LinkedIn, Twitter, Digg) or forward the email to friends and allow the original sender (i.e. Virginia Tech) to track these actions? If yes, please describe. Yes and yes! Blue Sky Factory is known for it’s social sharing or Share With Your Network (SWYN) features and functionality. More details on SWYN: http://www.blueskyfactory.com/email-marketing-services/social-media/share-with-your-network-swyn/ Our SWYN Reporting shows details for the following:

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http://blog.blueskyfactory.com/email-marketing/build-your-subscriber-base-with-publicaster-and-facebook-connect/

http://blog.blueskyfactory.com/email-marketing/build-your-subscriber-base-with-publicaster-and-facebook-connect/

http://www.blueskyfactory.com/email-marketing-services/social-media/share-with-your-network-swyn/

http://www.blueskyfactory.com/email-marketing-services/social-media/share-with-your-network-swyn/



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Views and Clicks per Medium:

Publicaster_ Social Media Report (View_Clicks By Medium).png

Top Influencers by Medium:

Publicaster_ Social Media Report (Top Influencers By Medium).png

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Increased Reach:

Publicaster_ Social Media Report (Increased Reach).png

Facebook Like & Tweet This Detail:

Publicaster_ Social Media Report (Facebook Like & Tweet This Details).png

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Conversion Details:

Publicaster_ Social Media Report (Conversion Details).png

Both the “Increased Reach” and the “Conversion Details” reports can be exported as txt or xls. Additionally, as described in “A2) Features/Functions: Behavior-based segmentation,” you can build segmentations based on SWYN data. We’ve also recently released an eBook that details 16 social sharing tips: http://blueskyfactory.com/socialsharing (We’ve attached the eBook as a PDF for your review). Finally, Blue Sky Factory continues to add more social media features including:

Facebook Connect integration: Discussed in “A4) Features/Functions: Preference

management” section Tweet This: Described above Facebook Like: Described above Blog post and screencast detailing Facebook’s recent changes to add email sign up form to

Facebook page: http://blog.blueskyfactory.com/email-marketing/how-to-set-up-a-facebook-fan-page-custom-tab-in-less-than-7-minutes/

Social CRM and Social Media Monitoring partnership/integration with JitterJam. See more here: http://www.blueskyfactory.com/email-marketing-services/social-media/social-crm-and-social-media-monitoring/

Social Media Consulting: http://www.blueskyfactory.com/social-media-consulting/

A6) Features/Functions: A/B Split – Explain how your solution enables A/B split testing and other conversion tests. Publicaster supports A/B/multivariate testing. Users can test an unlimited number of different subject line and email creative options at a time. The testing is fully automated. After Publicaster has selected a winner based on the testing variables (see “Publicaster_ A|B Split (Decision).png” screenshot below for options) the application will automatically send the winning combination to the remaining portion

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http://blueskyfactory.com/socialsharing

http://blog.blueskyfactory.com/email-marketing/how-to-set-up-a-facebook-fan-page-custom-tab-in-less-than-7-minutes/

http://blog.blueskyfactory.com/email-marketing/how-to-set-up-a-facebook-fan-page-custom-tab-in-less-than-7-minutes/

http://www.blueskyfactory.com/email-marketing-services/social-media/social-crm-and-social-media-monitoring/

http://www.blueskyfactory.com/email-marketing-services/social-media/social-crm-and-social-media-monitoring/

http://www.blueskyfactory.com/social-media-consulting/



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of the list. Publicaster will (very) soon have A/B/C split testing features to enable our users to test From Addresses.

Publicaster_ A|B Split.png

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Publicaster_ A|B Split (Decision).png

A7) Features/Functions: Transactional messages – Does your solution support transactional messages (e.g. an email message with an embedded event registration form or post-event survey)? If yes, please describe. While Blue Sky Factory supports transactional (automated/triggered/auto-response) messages, we do not support embedding forms within an email. This is not unique to Blue Sky Factory as no email service providers – that we are aware of – are able to embed forms within an email. This is a limitation within email clients as they do not render nor do they capture data. We support – and recommend – including a link to the event registration form or post-event survey and capturing the data there. Once collected, this data can be imported into Publicaster via one of the import mechanisms outlined in “B2) Compliance/Security: Suppression file maintenance.” A8) Features/Functions: Sending and deliverability – Does your solution enable controlled message timing via message scheduling and throttling controls? If yes, please describe. Yes. You can throttle/meter your emails out over any custom timeframe. They can be set for recurring frequencies – time and/or behavior-based – and can be scheduled upon entry into the system.

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See: Publicaster_ Metered Send.png screenshot below. Also read the discussion topic in our Learning Center (includes video tutorial): http://learnpublicaster.groupsite.com/discussion/topic/show/192605

Publicaster_ Metered Send.png

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See: Publicaster_ Schedule Email.png screenshot below. Also read the discussion topic in our Learning Center (includes video tutorial): http://learnpublicaster.groupsite.com/discussion/topic/show/192606

Publicaster_ Schedule Email.png

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See: Publicaster_ Time-based Auto-Response.png screenshot below. Also read the discussion topic in our Learning Center: http://learnpublicaster.groupsite.com/discussion/topic/show/192616

Publicaster_ Time-based Auto-Response.png

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See: Publicaster_ Behavior-based Auto-Response.png screenshot below. Also read the discussion topic in our Learning Center (includes video tutorial): http://learnpublicaster.groupsite.com/discussion/topic/show/192612

Publicaster_ Behavior-based Auto-Response.png

B1) Compliance/Security: CAN-SPAM Act – Describe the features and functionality of your system that help users meet CAN-SPAM compliance. Ultimately, the data is a client’s responsibility, but we ensure that the emails sent are in compliance with any governmental regulations. As part of the onboarding process, we require an email list questionnaire to be filled out. This survey covers questions regarding proof of opt-ins, privacy policies, etc. See questionnaire: bit.ly/bsfwelcome Customers are also reminded and have to agree to the requirements of the Act upon each upload of customer lists into the Publicaster system (See “Publicaster_ Import List (Terms of Service 1 of 2.png) and “Publicaster_ Import List (Terms of Service 2 of 2).png” screenshots below. As said above, the Blue Sky Factory Compliance team works with customers prior to uploading lists to make sure that the data collection and notice practices used to obtain the email addresses are compliant to the Act. Finally, we also require that a physical address and an opt-out/unsubscribe link be included in every outbound email campaign.

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Publicaster_ Import List (Terms of Service).png

Publicaster_ Import List (Terms of Service 2 of 2).png (attached)

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Blue Sky Factory monitors all of our IP’s address reputation and status, and they are checked nightly against a list of 260 of the important blacklists. We are also registered with all of the major blacklists and anti-spam organizations for notifications including feedback loops with all of the major ISPs. By working with these organizations, we are notified in real time of any event that has any impact on our sending reputation, including all blacklisting and complaints. We also parse all bounces and have a notification system in place in case a blocked message is returned via a bounce message. We maintain role accounts for all our emailing domains. Any complaints are immediately forwarded to our compliance email group. All complaints are investigated and are responded to immediately. Additionally, Publicaster uses Spam Assassin for subject line and email spam checks, and Pivotal Veracity for our Inbox Preview feature. B2) Compliance/Security: Suppression file maintenance – Does your solution allow users to upload a list of emails from an external system (i.e. Banner) to be excluded from mailings due to unsubscribe requests from other sources? Does your system automatically suppress duplicate email addresses? Publicaster’s List Import functionality allows users to upload lists from external systems. This can be done manually input (text), imported as a file (text/csv or xls), or uploaded via FTP. See “Publicaster_ List Import.png” screenshot below.

Publicaster_ List Import.png

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Upon import, you can choose the action – append and update, append, update, unsubscribe, or opt out. If you choose the action “unsubscribe,” all imported email addresses will be added with an “unsubscribe” status. The system will automatically suppress duplicate email addresses. We also provide an import history (See “Publicaster_ Import History.png” screenshot below) that details import time as well as results – appended, updated, unsubscribed, invalid, duplicate, and opted out.

Publicaster_ Import History.png

B3) Compliance/Security: Data security – Describe in detail the managed security of your solution including physical, network, host, software, email addresses, and user accounts. Blue Sky Factory makes use of three separate server and application monitoring systems to provide for full monitoring redundancy and visibility for our environment. These systems track application availability, performance and uptime. These checks occur at least once every 60 seconds, and for critical applications and functions, every 20 seconds. The monitoring systems are also configured to monitor each other ensuring that even if one monitoring system fails, we maintain full visibility of our applications on a 24/7/365 basis. Our worldwide network visibility is monitored by two separate external vendors constantly probing our network performance, latency and packet loss from ten separate worldwide locations including:

Hong Kong CHINA Frankfurt GERMANY London UK Atlanta, GA USA Chicago, IL USA Las Vegas, NV USA Oklahoma City, OK USA Orlando, FL USA Dallas, TX USA San Francisco, CA USA

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Blue Sky Factory recognizes the importance of data security and privacy for sensitive financial, healthcare, and personal data. The regulatory environment under which many organizations operate requires compliance to a stringent set of security and privacy standards. Compliance to the data security and privacy requirements of regulatory frameworks such as HIPAA, GLB, SOX, FISMA, and FFEIC has driven many of the security standards and practices that Blue Sky Factory has implemented. As such, Blue Sky Factory has developed our infrastructure, technology, and policies to support the security and privacy compliance requirements of these regulations as well as international security and privacy standards. Some of the standards and practices, which have formed the basis of the Blue Sky Factory security and privacy architecture and design, include:

1. Access controls on customer information systems, including controls to require multi‐ factor authentication and permit access only to authorized individuals and controls to prevent employees from providing customer information to unauthorized individuals who may seek to obtain this information through fraudulent means.

2. Access restrictions at physical locations containing customer information, such as buildings, computer facilities and records storage facilities to permit access only to authorized individuals.

3. Encryption of electronic customer information, including while in transit or in storage, on networks or systems to which unauthorized individuals may have access.

4. Design procedures to ensure that customer information system modifications are consistent with the information security program.

5. Dual control procedures, segregation of duties and employees with responsibilities for or access to customer information.

6. Monitoring systems and procedures to detect actual and attempted attacks on or intrusions into customer information systems.

7. Response programs that specify actions to be taken when there is suspicion or detection that unauthorized individuals have gained access to customer information systems, including appropriate reports to regulatory and law enforcement agencies.

8. Measures to protect against destruction, loss or damage of customer information due to potential environmental hazards, such as fire and water damage or technological failures.

Blue Sky Factory has invested a significant amount of effort into the design and operation of our infrastructure to ensure the highest degree of security, reliability, and availability. The datacenter facility is located in the 3rd largest Carrier Hotel on the East Coast. The building is the primary Internet interconnection point for the region and has connectivity from such large‐ scale carriers as WilTel (Williams), Level3 Communications, XO Communications, Adelphia, Cavalier Telephone, USLec, MCI/WorldCom, AT&T, Expedius, TelCove, and AboveNet. This facility is a Type IV DC facility with at least N+1 redundancy on all components including the server environment. The engineering team has also performed two separate Level 5 commissioning tests, the highest available, to simulate and document 10 years of potential critical failures and recovery operations within the facility. In addition to the above, Blue Sky Factory has taken steps to protect customer information by implementing the following:

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1. Physical Security – 24 hour security staff is on‐ site 24/7/365 and no access is permitted without appropriate identification. There is also coded access into facility, access control to datacenter, and video surveillance with history of activity.

2. Firewall ‐ A Cisco firewall installed on our datacenter core routers performs basic firewall, packet filtering, and port filtering to stop Level 1 attacks. In addition, there are Dual Cisco 6509 Core Switches with additional access control lists and Cisco EMI Distribution Switches with VLAN and ACLs on individual Ethernet ports and dual Gb uplinks to core and PIX firewalls in failover configuration for packet inspection and specific blocking rules

3. Intrusion Detection ‐ Tipping Point and Snort™ intrusion detection modules and Port Scan monitoring modules are linked with an advanced Demarc™ network monitoring system to catch any potential attacks that may have slipped through the firewall or Cisco™ IDS within seconds. This secondary system monitors for over 1000 different possible intrusion attempts and sends alerts to take immediate action on a real‐ time basis. This also includes full packet anomaly with AI intrusion prevention functions.

4. Patches and Service Packs – The Network Operations Center (NOC) for our datacenter where Blue Sky Factory hosts the servers, is notified of all new security patches and services packs for all supported platforms. Once a patch has been released, the security specialist evaluates its risk factor, vulnerability rating, and stability on a staging platform. If a patch/service pack is considered to be stable, the issues that the suggested patch addresses poses a potential security risk, and the flaw cannot be blocked externally via other methods, it is scheduled for installation on all of our managed servers with 48 hours of its release. Many security issues can be addressed via the datacenter’s extensive security processes and procedures, the state of the art intrusion detection/prevention capabilities, and other methods.

5. Anti‐ Virus ‐ All file systems are scanned in real‐ time for viruses ensuring that no infection can ever affect our system. Incoming and outgoing emails are also scanned prior to delivery to any mailbox (depending on mail server type). Virus pattern files are automatically updated every 24 hours from a centralized console and then installed on every server in our facility.

6. Security Policy ‐ A comprehensive security policy, based on the Gramm‐ Leach‐ Bliley Act (GLBA) Section 5 and 15 USC, Subchapter I, Sec. 6801, Protection of Nonpublic Personal Information; Health Insurance Portability and Accountability Act (HIPAA) 45 CFR Part 160 and Part 164, Subparts (A) and (E); Federal Information Security Management Act (FISMA); National Institute of Standards and Technology (NIST) SP‐ 800; and International Organization for Standardization (ISO) standards (ISO/TR 17944); and Payment Card Industry Data Security Standards (PCI DSS) is in place to ensure the integrity and security of our servers and data. A list of valid company contacts is maintained in a database and no information will ever be released prior to an identity confirmation. All trouble tickets and configuration requests must also have a ticket number assigned for tracking purposes. For obvious reasons, we cannot release the details of this policy.

7. Certifications – Our datacenter facility and our environment have been certified under FISMA, PCI, and have met the standards required under the requirements to operate as a HIPAA Business Associate. If you would like, we can provide copies of most recent PCI certification as well as the results of the vulnerability scan and security assessment.

8. Research – Along with our managed datacenter security staff, we also monitor online security advisories, private hacking groups, channels, and publications to make sure we are aware of security issues not yet in the public domain.

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C1) Content/Asset Management: Customized senders – Explain your solution’s ability to customize the sender name and email address. How many different sender names can be utilized by each account? Publicaster allows for the addition and customization of an unlimited number of sender names (we call them “display names”) as well as from/reply to email addresses. Additionally, we check to see if there is an abuse email address or postmaster email address set up and active for your domain. We also check to see if the email address is valid. See “Publicaster_ Add From_Reply To Address.png” screenshot below.

Publicaster_ Add From_Reply To Address.png

For each email campaign, you can designate the display name and from/reply to email address combination. C2) Content/Asset Management: Email templates – Explain all message creation options and tools in your system. Does your solution allow users to upload multiple branded HTML templates to be utilized for email? Please email a sample HTML “Request for Proposal #0016258” Message creation lives within the Creative Manager tab. Users can:

1. Create a new email (See “Publicaster_ Creative Manager - New Email.png” screenshot below) 2. Upload/manage templates 3. View how emails will render across various email clients/platforms (Inbox Preview) 4. Create/manage landing pages

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Publicaster_ Creative Manager - New Email.png

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Creating a new email is a simple as:

1. Naming and describing the email (used for internal purposes) 2. Creating a subject line

Insert a snippet text to personalize the subject line Analyze the subject line to test for potential deliverability issues (See “Publicaster_

Subject Line Analysis.png” screenshot)

Publicaster_ Subject Line Analysis.png

3. Choosing the type (HTML/TEXT or Text) 4. Selecting encoding (default is “iso-8859-1: Western Alphabet) 5. Choosing the folder to save the email to 6. Uploading a template, selecting a saved template, or uploading your own content from a file (.html or .htm) or URL. 7. Editing the uploaded creative (optional) in either our text editor or in raw HTML. Once at this step, users can:

View plain text version (auto-generated and editable) View mobile version (auto-generated and editable) View a preview of the content it’s current form Perform a “quick test” Add “code snippets” to further customize (For more details on snippets:

http://learnpublicaster.groupsite.com/discussion/topic/show/192564 Check for spam (See “Publicaster_ Email Spam Scoring Center.png” screenshot below)

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Publicaster_ Email Spam Scoring Center.png

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Add calendar events (See “Publicaster_ Calendar Event.png” screenshot below)

Publicaster_ Calendar Event.png

Validate links (See “Publicaster_ Link Validator.png” screenshot below)

Publicaster_ Link Validator.png

8. Save email. Once saved, the email would be sent via the Campaign Manager where you decide on the list, campaign, from/reply to address, subject line, etc. This is also where you can schedule an email to deploy on a future date/time, create a metered send to go out over a specified time interval, or create an A|B and/or multivariate split test.

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**NOTE: There was no item in C3** C4) Content/Asset Management: Images – Explain how your solution handles uploading, sizing, storing, embedding, alternative text, and rendering images. Specify size restrictions. Images can be added to an email after it's imported into the editor. Images in the Image Manager are available for use in any creative in the account. Images in an email can be moved by clicking and dragging them to other locations in the email or edited as necessary. The Image Properties button contains options to edit image elements such as the width and height, the border, or the alt tag for the image. Alt tags are text descriptions that can be added to an image in the code that allow subscribers to see text in place of the image if images are disabled in their email program. Images that are re-sized in the editor (using the height/width in Image Properties or by clicking and dragging to change the dimensions) will not always appear in the new size and shape once the email is rendered. Some email programs such as Outlook 2007 will show the image in the original size. It is recommended that the images be re-sized before they are uploaded into the Publicaster editor. NOTE: The maximum file size for images is 200KB. NOTE: Allowed image formats: *.gif, *.xbm, *.xpm, *.png, *.ief, *.jpg, *.jpe, *.jpeg, *.tiff, *.tif, *.rgb, *.g3f, *.xwd, *.pict, *.ppm, *.pgm, *.pbm, *.pnm, *.bmp, *.ras, *.pcd, *.cgm, *.mil, *.cal, *.fif, *.dsf, *.cmx, *.wi, *.dwg, *.dxf, *.svf C5) Content/Asset Management: Formatting – Describe the options offered by your solution to format text (i.e. font, sizes, colors) and embed hyperlinks, images, videos, and other content. Blue Sky Factory’s Publicaster application has a built-in WYSIWYG (What You See Is What You Get) email editor See: Publicaster_ Email Editor.png (attached). It has many of the same formatting functionality that exists within Microsoft Word such as copy, paste, bold, italicize, underline, strikethrough, font name/size/color, align text, insert bullets and numbers, indent, insert horizontal lines, and find/replace. You can also insert tables, add hyperlinks (See “Publicaster_ Hyperlink Manager.png” screenshot below), perform a spell check, and insert/manipulate images. See details in “C4) Content/Asset Management: Images” section).

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Publicaster_ Hyperlink Manager.png

Our email editor also has the ability to paste in content from another application. Often, however, other applications add extra code that can cause formatting issues when pasted into an editor. Therefore, we offer options to paste from Word, paste from Word (stript font), paste plain text, paste as HTML, and paste HTML. As mentioned in “C2) Content/Asset Management: Email templates,” you can also add “snippet text” within the email editor to further customize the content. We have extensive help documentation on how to best use the email editor, if necessary. C6) Content/Asset Management: Dynamic content – Does your solution offer the ability to personalize content for recipients based on history, subscribe preferences, geography, list segments, or targeted filters? Blue Sky Factory offers dynamic content in a variety of flavors:

1. Static Personalization: a way to insert information into an email that is always available in Publicaster, including the account name, the subscriber's email address, or the current date – More details: http://learnpublicaster.groupsite.com/discussion/topic/show/287139

2. Personalization from List Data: pulls content from each subscriber's record into the email, such as their first and last names – More details: http://learnpublicaster.groupsite.com/discussion/topic/show/287138

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3. Personalization with Computed Fields: allows for manipulation of the field data for subscribers, including changing the case of the letters in a subscriber's name – More details: http://learnpublicaster.groupsite.com/discussion/topic/show/287137

4. Dynamic Statements: allow for extensive customization of the email, including using If-ElseIf statements to insert content dynamically based on the field data for subscribers – More details: http://learnpublicaster.groupsite.com/discussion/topic/show/287135

C7) Content/Asset Management: Multi-user account – How many users are included with an account? How many users can access the system simultaneously? All accounts come loaded with an unlimited number of users. Additionally, there is not a limit on the number of users that can access Publicaster at the same time. However, we do not recommend users sharing a login as it can cause issues if they are logged in at the same time. C8) Content/Asset Management: Permissions and workflow – Describe the permissions and workflow of multiple users developing content to be approved and distributed by one primary user. The administration of each Publicaster account has the ability to change user permissions allowing them to see/hide various sub-accounts as well as pages/tabs within the application. Specifically:

Dashboard List Manager Creative Manager Campaign Manager Reporting Administration

See “Publicaster_ User_Account Management.png” screenshot below and view 2 minute, 30 second video on How to Manage Users: http://traffic.libsyn.com/publicastertrainingadministration/ManageUsers.flv.m4v

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Publicaster_ User_Account Management.png

C9) Content/Asset Management: Data export – Describe how your solution supports the ability to export unsubscribes, undeliverable email addresses, and address updates for synchronization with an external system, specifically Banner (SunGard). List any customers who also use Banner in parallel with your system. See “A1) Features/Functions: Reporting and analytics” section for details. Additionally, we have an open API - http://api7.publicaster.com/ - that can be accessed to pull this data. Read more in the “Mailing List Resources” section of the API documentation. C10) Content/Asset Management: List management – Please explain how your solution enables efficient management of subscribers, requests to unsubscribe, and assignment of addresses to one or more lists. Is there a limit to the number of lists that can be managed by one account?

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Blue Sky Factory’s Publicaster has an entire tab dedicated to list management. As seen below in the “Publicaster_ List Manager.png” screenshot (may need to view original file to see entire image), clients have the ability to:

Edit List – Add/delete/edit fields, import data, etc Export – Export data as either csv or xls Delete List – Remove list from application Import/History – See more “B2) Compliance/Security: Suppression file maintenance” for more

details Clone Fields – Copy fields to another list Public Content – Edit how lists appear in public forms View list and/or segmentation details such as:

o List Summary: Each of these metrics can be further drilled down into to see full details per subscriber

Active Opted Out Hard Bounced Pending Opt out Via Complaint Soft Bounced Pending reengagement Unsubscribed Total Bounced

o Subscriber Status Chart: Same data as List Summary, just show in a pie chart o Top Domains Chart: A pie chart of your most popular domains. This helps to determine

how best to design your emails for rendering. It also helps to identify problem domains should you have delivery issues.

o List Growth Chart: Shows how your list size has grown over time All unsubscribe requests are automatically process by our application via an opt out link that is required on every email sent through Publicaster. There is no limit to the number of lists that can be added to the system.

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Publicaster_ List Manager.png

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C11) Content/Asset Management: User clients – Please detail any system user requirements to access your solution’s web-based user interface including client operating system and browser. There are no system requirements to access Blue Sky Factory’s web-based user interface, Publicaster, other than a web browser and Internet connection. We currently support the latest versions of Firefox, Internet Explorer, Safari, and Chrome. We do not (yet) support IE9. There are no OS restrictions. D1) Service Level Agreement/Accessibility: Accreditation – Specify your solution’s accreditation status with major Email Service Providers (ESPs), including Gmail, Yahoo!, Earthlink, AOL, and Hotmail. Has your solution ever been blacklisted by an ESP? If yes, explain why, how you addressed the issue, and how long it took to achieve whitelist status again. Blue Sky Factory is registered as a bulk sender with all major ISPs. We monitor our reputation daily for any changes to our reputation. Should there be any issues, a member of our Postmaster team will contact the ISP in question and have any blocks removed. In the past, we’ve been blacklisted by an ISP, as is common with many bulk senders (ESPs). Some ISPs block dynamically based on user complaints and unblock after certain period of time. Typically, if there is an issue with blocking our Postmaster team is alerted almost immediately. We have a system that parses incoming bounce logs and we isolate any block messages and take the appropriate action. 99% of the time block are removed by submitting an unblock form. The remainder of the time, the issue can be addressed by contacting the Postmaster at the ISP. Typically blocks are removed within a half an hour to an hour depending on the ISP. D2) Service Level Agreement/Accessibility: Authentication – Please describe how your solution adheres to major sender authentication policies (i.e. Sender ID). Blue Sky Factory signs all outbound email with DKIM and DK. We also have the ability to create custom signatures at a client request. We fully support SPF and SenderID. Our Administrative section of Publicaster gives users recommended settings (See “Publicaster_ IP Configuration.png” screenshot below). All of our mail infrastructure also have existing SPF / SenderID records.

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Publicaster_ IP Configuration.png

D3) Service Level Agreement/Accessibility: Uptime – What are your average and guaranteed system uptimes? Blue Sky Factory shall maintain and guarantee the following metrics of availability as part of the Publicaster solution: Facility Availability: 100% Facility Infrastructure Guarantee. Our hosting facility guarantees facility functionality including power, cooling, physical security, environment, and fire protection. Network Availability: Uptime of the network Network Latency: Latency measured by averaging sample measurements (in 5 minute intervals) taken during a calendar month between our data center and Core Providers’ Network backbone routers. Packet Loss: Packet Loss is measured by averaging sample measurements taken during a calendar month between our data center and Core Providers’ Network backbone routers. (more details in chart below)

Applicable Components Goal Violation Remedy Network Availability 100% Availability 1 day credit = 1/30 of the

monthly fees credit per each 30 minutes of downtime up to one full month fees eligible in a given billing period.

Latency Less than or equal to 65ms maximum monthly average

1 day credit = 1/30 of the monthly fees if average monthly latency exceeds 65ms.

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Packet Loss Less than 1% average per month

1 day credit = 1/30 of the monthly fees credit per percent over 1% packet loss, up to one full month fees eligible in a given billing period.

Cluster Availability: 100% application uptime for clustered environment and includes availability of the application with no delays in data stream caused by our hosting provider. This guarantee shall also include all clustering and firewalling equipment utilized by our hosting provider to provide the high availability application. Individual Web Server Availability (Hardware and OS): 99.99% Uptime for individual servers including hardware, operating system, and hardware. Individual Database Server Availability (Hardware and OS): 99.99% Uptime for individual servers including hardware, operating system, and hardware. Individual Firewall Availability (Hardware and OS): 100% Uptime for individual firewalls - includes 1 hour replacement. Managed Backup Availability: Blue Sky Factory shall provide backup services and storage to retain up to 3 weeks of customer data both onsite and offsite. D4) Service Level Agreement/Accessibility: Delivery record – What is your overall deliverability rate? Please specify the source. How does your solution throttle or rate-limit emails sent by all clients? Delivery rate will vary on a client-by-client basis depending on their creative and whether they are mailing over a dedicated IP or a shared IP range. Clients that send email over a dedicated IP have delivery rates directly related to the quality/engagement of their list. Clients that send email over a shared IP range will share in the reputation of the mail stream over that IP range. We track true inbox placement over all clients whether they are on a dedicated or shared IP address by using a Return Path Mailbox Monitor seed list. We are able to track the actual placement of a campaign across 60 ISPs. In general, our shared IP ranges will have inbox placement rates between 84 and 92%, depending on fluctuations in the ISP filtering rules. We have numerous shared and dedicated IP clients with 100% inbox placement. The Blue Sky Factory Postmaster team is notified four hours after a campaign deployment if a particular campaign is not at least 80% inbox across all ISPs that we monitor. Our Postmaster team monitors these alerts around the clock and contacts the client if are issues. Blue Sky Factory runs a farm of load-balanced MTA servers. We have 2 class ranges of IPs dedicated to our mailing infrastructure. These C-class ranges are also owned by Blue Sky Factory. Our MTA servers are configured with the latest connection and maximum messages per connection setting from the ISPs. We also dynamically throttle email based on IP and domain given SMTP transmission codes. In the event an ISP is under heavy incoming mail pressure we can automatically throttle back

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sending of email to that ISP and we will automatically throttle volumes back up once a “250 ok” is received. We rate limit and throttle based on IP and throttle independently by domain. We segregate our clients across IPs so if one client being blocked it will not affect another client ability to send email. D5) Service Level Agreement/Accessibility: IP addresses – Are dedicated IP addresses available for clients? How are IP addresses assigned to clients? Are abused IP addresses discarded or reassigned? Yes. We offer a dedicated IP (or multiple dedicated IPs) depending on client need. We evaluate each client’s sending patterns and list domain breakdowns to determine is a dedicated IP(s) is appropriate. We have some very large volume senders on dedicated pool of 20 IPs. We offer “warmed” IPs (those with a sending history) to clients when it’s determined a dedicated IP is warranted. We work hard to ensure that IPs are not abused and will work with a client (or terminate them) should we determine that they are abusing an IP. In the event of a dedicated IP address client leaving we will wait 90 days to effectively reset that IP reputation before using it again. E1) Customer Service/Account Management: Account management – Do you provide a dedicated account manager? If so, please explain if this resource is included in the contract price and describe his or her responsibilities to the customer. Yes. Virginia Tech will be provided a dedicated Client Services Manager (CSM), included in the contract price. Below is a potential, suggested guide for your initial interaction with your assigned, dedicated CSM. We can modify this to best accommodate your team’s needs:

Days 1-2: Receive a welcome call from a Blue Sky Factory team member. We’ll introduce you to the team and send you our contact information, your Publicaster Learning Center login, and other available Blue Sky Factory resources. We will help you schedule your Publicaster training in order to quickly get up-and-running with our email application.

Weeks 1-2: Get acquainted with Blue Sky Factory on a kick-off call with your CSM. We’ll discuss your email marketing history and goals, current best practices, key Publicaster features, social media presence, and other marketing efforts.

[Attend a one-hour Publicaster training session.] Weeks 2-3: Your client services manager will follow-up with you to answer any questions you

may have after attending Publicaster training. Then, as an additional service, we can work with you to clean your list (we offer: complete email address syntax checking, removal of common role and group email addresses, and complete email address syntax checking) and upload into Publicaster. We’ll be there should you need assistance with uploading your creative, setting up from/reply-to addresses, and adding other essential aspects to Publicaster before your first send.

[Execute your first campaign through Publicaster!]

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Weeks 3-4: After your initial send, your CSM will follow up with you to discuss the results and do a comprehensive review of the available reporting metrics and your deliverability. We’ll discuss recommendations and enhancements for future sends.

Week 4: Your CSM will follow up with you to go over the automated features report, and then schedule an ongoing strategy call to ensure proactive guidance and continued enhancements to your email marketing efforts.

[Ongoing: Continue to work with the Blue Sky Factory team to grow your business with email marketing!]

E2) Customer Service/Account Management: Training – Describe training and ongoing resources you provide for customers and specify which ones are free and/or included in the contract. The entire Blue Sky Factory team is available to our clients. Our clients often speak with our Director of Deliverability about inbox placement, our Director of Community about integrating social media and email marketing, and our VP of Strategy and Innovation about strategy (and innovation). Technical support – as detailed in the following section - is available from 9AM to 8PM ET via phone, email, twitter, and Live Help. We also have a development team that can assist with API integration. Within 24 hours of contract signature, a dedicated Client Services Manager (CSM) will be assigned to your account and make contact with the designated main contact to begin the onboarding process. The CSM provides information on valuable onboarding resources, such as our Learning Center - http://learnpublicaster.groupsite.com/main/summary - as well as the details for signing up for our weekly training sessions. Training is conducted by the Support and Education staff and occurs online every Tuesday and Thursday at 2PM. The CSM would make sure that you and your team have been trained on Publicaster within two weeks of contract signature. Upon completion of training, the CSM would contact you to provide account login information, assist with list uploading and email authentication instructions, and answer any outstanding questions. The CSM would make sure that you have sent an email within 30 days of contract signature. In addition to the Support staff, the CSM is available daily via email and phone for on demand or scheduled calls or questions. The CSMs receive performance and usage reports and reviews these performance metrics consistently to ensure that deliverability and engagement levels remain strong. The deliverability team constantly reviews feedback on client sends, so should there be an issue related to deliverability, the CSM would be notified and would get in touch with you to identify the source of the issue and discuss possible solutions. Some clients choose to set up monthly calls which allow for a full review of analytics, creative, proposed send schedules, best practices, and discussions on advanced features for future usage. You can also choose to sign up to receive additional automated reports, including: monthly features reports, daily/weekly/monthly usage reports, and daily/weekly/monthly summary reports. Our Client Services Managers proactively work with our clients. They monitor their client’s Publicaster usage, and they schedule regular calls with our clients to discuss their experience and how they can get the most out of their email marketing.

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The Client Services Managers receive reports showing who has not sent an email or logged into Publicaster in six weeks. They then call the client and see how they can get them back on track. Blue Sky Factory wins (and retains clients) by providing more than just an email application; we act as an extension of our client’s marketing teams. Immediately following a signed contract, we move our clients through a thorough onboarding program. Training resources include online webinars, a Learning Center resource, and multiple online video tutorials. Training is unlimited for as many participants as needed. Any necessary countersigned documents; accounting materials, etc. are provided as needed to the client. As referenced within this question as well as through the document, Blue Sky Factory has extensive self-guided training available in our Learning Center - http://learnpublicaster.groupsite.com/main/summary. The content is updated on a regular basis and filled with step-by-step how to’s, best practice advice and tips, and video tutorials. Finally, our blog – http://blog.blueskyfactory.com/ - has fresh content published 3 to 5 days per week highlighting email marketing best practices, innovation in the industry and other material to help make you a better email marketer. Note: For a potential, suggested guide for your initial interaction with your assigned, dedicated CSM, see “E1) Customer Service/Account Management: Account management” section above. E3) Customer Service/Account Management: Response time support – What is your guaranteed response time if support is required by the customer? What are your standard and emergency support desk days and hours of operation? What are the methods by which support can be reached (e.g. telephone, email, live chat, text)? Average response time for support cases submitted during business hours is 30 minutes with a guarantee of no more than 3 hours. Note that it is not uncommon for support questions to sometimes be answered within minutes. Our technical support staff operates on both the East and West coasts, which allow us flexibility with multiple time zones as well as full phone, email, Twitter, and live chat support from 9AM to 8PM ET, Monday through Friday. Incidents that must be escalated to IT have an average resolution time of 1 business day. Feature requests are assessed on a case-by-case basis, but most features are developed and implemented in quarterly releases. F1) Relevant Experience, Qualifications, and References – Provide your company’s ownership, history, number of years in business, size, and indication of its financial health, and strategic partners. Ownership, history, number of years in business, size: Blue Sky Factory was founded by CEO Greg Cangialosi and Richard Cruit in 2001. Blue Sky Factory started as a web development company and focused on web development for the first nine months of business. After nine months, we decided to

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focus exclusively on email and offered full service email marketing to (primarily) advertising and public relations agencies. In 2003, we moved to a subscription-based revenue model, which we still use today. The following year (2004), we began to sell directly to clients. At this time, we had our first geographic growth with an office opening in Boston. In 2005, Blue Sky Factory released the first version of Publicaster, our proprietary email marketing application. Publicaster is now in its seventh version, and is the backbone of all our service offerings. We continue to develop new functionality for our clients, enabling our clients to get the most out of their email marketing programs. Throughout this entire time we have been bootstrapped. In 2008, we were named number 1,861 on Inc. Magazine’s Inc. 5000 list of the fastest-growing companies in the U.S. That same year, Blue Sky Factory acquired the email marketing company nTarget. This acquisition led to another geographic expansion, this time in Charlotte, North Carolina. Around this same time, we also opened a West Coast-based office in San Francisco. In 2009, the company was ranked 2,729 on Inc. Magazine’s Inc. 5000 list, and most recently, in 2010, we were named to Baltimore SmartCEO Magazine’s Future 50, which recognizes the 50 fastest-growing companies in the Baltimore region. We made the Inc. Magazine list again this year, this time ranking number 2020. Our geographic expansion continues, with offices now in Denver, Salt Lake City, New York, San Francisco, Charlotte, Portland, as well as employee growth in our Baltimore HQ office. Financial health: Blue Sky Factory is a privately owned, self-funded Maryland corporation. The company has no outside investors of any kind. The company is owned by CEO Greg Cangialosi, with other shareholders including members of our executive management team: Tim Barton, EVP and Doug Broujos, COO. The company has been growing and profitable for the past 9 years. Strategic partners: Blue Sky Factory is a member in good standing with the Direct Marketing Association (DMA), Message Anti-Abuse Working Group (MAAWG), Email Experience Council, and the Overseas Security Advisory Council (OSAC). Blue Sky Factory is also Safe Harbor Certified. Locally, we are also a member of the Advertising Association of Baltimore (we are a member and donate a Publicaster account and service); AIGA (The Professional Association for Design); Bmore Creative (Amy Hollomon, Client Service Manager, is the founder and president); Federal Hill Main Street (we are a member and donate a Publicaster account and service); Greater Baltimore Technology Council; Koffee Talk; Marketing Directors Support Group; Maryland Chamber of Commerce; and the South Baltimore Business Association (member and donates a Publicaster account and service). Our CEO Greg Cangialosi is a board member of the Greater Baltimore Technology Council and the UMBC Training Centers Board. Blue Sky Factory also partners with Return Path, Spam Assassin, Port25, Pivotal Veracity, Argyle Social, JA Interactive, Salesforce.com, Velaro, Survey Gizmo, Radian6, Omniture, and Google Analytics. F2) Relevant Experience, Qualifications, and References – Identify the parent corporation and any subsidiaries. N/A

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F3) Relevant Experience, Qualifications, and References – Describe your major products and services, including the different product versions that may be appropriate for institutions similar to Virginia Tech as described in Section III – Background, above. Blue Sky Factory’s Publicaster is a software-as-a-service, web-based application that is available to all clients. Details of our most recent release (Winter 2011) are highlighted in this blog post: http://blog.blueskyfactory.com/publicaster/publicaster-email-marketing-software-winter-2011-release/ (includes a short video). F4) Relevant Experience, Qualifications, and References – What distinguishes your company and its products and services from your competitors? Blue Sky Factory operates under a boutique-style, hands on approach. Client service and support departments are fully dedicated to efficient, pro-active, strategic account management. We strive to be an extension of your internal marketing team. We do this by providing you full access to in-house teams of experts: development/product team, deliverability, strategy, social media, compliance and creative departments. In addition, we believe our product offerings are unique and exceed those of our competition in the following areas: Beyond A/B testing. Publicaster offers one of the most powerful multivariate testing tools in the

ESP marketplace. Imagine, for example, Virginia Tech has 10 different subject lines and 10 different creative. Virginia Tech could upload those creatives in Publicaster, specify the time of the testing period, what percentage of the list to send to, and what “winning” criteria is (i.e. open rate, click rate, etc.). Publicaster queues this campaign, launches it, measures the 10x10 array to see what combination of creative and subject line works absolutely best for the Virginia Tech audience, and then sends the rest of the campaign based on this information. This process would let Virginia Tech optimize their email campaigns and obtain the highest level of return on investment and revenue possible.

Social integration and tracking. Every major provider offers the ability to put a little social “chicklet” in an email message. What Blue Sky Factory strongly recommends is that our clients use Publicaster to not only embed Share With Your Network (SWYN), but also then use the automatically created analytics to generate a loyalty program for those subscribers who did so.

Precision segmentation. Blue Sky Factory offers some of the most powerful Boolean segmentation available in the market today. If Virginia Tech wants to precisely target their database or micro-segments of the database for campaigns, Blue Sky Factory’s Publicaster system allows for easy list “slice and dice.” Then Blue Sky Factory can assist Virginia Tech in further segmentation. Blue Sky Factory also incorporates our own scripting language inside our emails that lets Virginia Tech custom-tailor content without having to generate multiple different versions of a creative.

Support & Service: Finally, we offer what we believe and what our customers have told us time and again to be the best support services in the industry. Many of our customers have come to Blue Sky Factory due to support issues at other ESPs. We are committed to our customers’ success. In many cases, we respond to messages, calls, and emails well after working hours because we want Virginia Tech to be successful in email marketing. The more success Blue Sky Factory can

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help Virginia Tech achieve, the more successful we are, and the happier Virginia Tech and all parties will be.

A few more resources:

Why Blue Sky Factory? Top 10 Reasons: http://www.blueskyfactory.com/why-blue-sky-factory/10-reasons-why-you-should-choose-blue-sky-factory/

What they’re saying on Twitter: http://ar.gy/bsftweets F5) Relevant Experience, Qualifications, and References – Provide a current list of your key customers, and all customers that comprise more than 5% of the company’s revenue. Blue Sky Factory does not have any single customer that comprises more than 5% of the company’s revenue. (If you are looking for the list of top clients that collectively make up 5% of our revenue, please clarify and we’ll be happy to provide.). List of key customers (based on revenue and brand recognition; sorted alphabetically): Cornell University eDiets.com Edvisors Network Harris Teeter Home Warranty of America Johns Hopkins Medicine Johns Hopkins University Live Nation Merchandise Loyola - Graduate Admissions PictureMe Pittsburgh Tech Institute Queen's School of Business SEIKO Watch Corporation Strayer University Texas Hospital Association True Citrus University of MD Medical Center US Lacrosse Wine Library Yum! Brands F6) Relevant Experience, Qualifications, and References – Describe the details of implementing the proposed solution for one of your major clients, preferably a client similar to Virginia Tech. Provide the client name, address and the name, phone number, and email address of the individual Virginia Tech has your permission to contact.

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Strayer University works with Blue Sky Factory and our Publicaster application on a managed basis*. Under this type of service, Strayer University works directly and very closely with their dedicated client services manager to set-up, test, edit and launch their email campaigns. Strayer University provides Blue Sky Factory with the final creative files, and then all they need to do from there is log in to Publicaster post-launch to view the campaign reporting; Blue Sky Factory manages everything in between! This is ideal for Strayer University, as they do not currently have the internal resources available to manage the full email campaign strategy or process. Strayer University uses Publicaster to send emails to various audience groups, including prospective students, current students, alumni and employees. Sample email campaigns include notices of bi-weekly open houses, alerts to when class schedules are available for viewing, invitations to student and alumni events, financial aid notices to current students, and quarterly newsletters for students and alumnus. Strayer University also uses Publicaster to send quarterly student and employee surveys. Strayer University has been a client of Blue Sky Factory since 2006. Since then, their email program has grown significantly, and they are now sending at least one campaign per week (often many more). In 2010 alone, Strayer University sent a total of 8.95 million emails through Publicaster, and have seen their overall student base and student/alumni satisfaction grow as a result of this consistent communication. *Note: We realize that Virginia Tech would not necessarily use Blue Sky Factory’s managed services; however, Strayer University is not only a major client, they are also most closely aligned with Virginia Tech’s email marketing needs. F7) Relevant Experience, Qualifications, and References – Provide three (3) additional recent references, either educational or governmental, for whom you have provided the type of goods and services described herein. Include the date(s) the goods and services were furnished, the client name, address and the name, phone number, and email address of the individual Virginia Tech has your permission to contact. 1. Strayer University - http://www.strayer.edu/

Strayer University Corporate Office 2303 Dulles Station Boulevard 4th Floor, Mailstop 4B Herndon, Virginia 20171

o Contact Name: Sabrina Ican o Contact Title: Director of Marketing Services o Contact Email Address: [email protected] o Contact Phone Number: (703) 561-1849 o Client since 2006 o Managed Services – Details: http://www.blueskyfactory.com/email-marketing-services/full-

service/ 2. John Hopkins University - http://www.jhu.edu/

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Kim Anderson 100 International Drive Johns Hopkins Carey Business School Baltimore, MD 21202

o Contact Name: Andrew Blumberg o Contact Title: Communications Associate o Contact Email Address: [email protected] o Contact Phone Number: (410) 516-8990 o Client since 2003 o Managed Services – Details: http://www.blueskyfactory.com/email-marketing-services/full-

service/ 3. Visit Baltimore - http://baltimore.org/

Visit Baltimore 100 Light Street 12th Floor Baltimore, MD 21202

o Contact Name: Tom Rowe o Contact Title: Director of Web Marketing o Contact Email Address: [email protected] o Contact Phone Number: (410) 659-8349 o Client since 2007 o Self Service

G1) Price – Provide a detailed pricing structure for all components of the solution as proposed over the multi-year contract period using your best or better discounted pricing and applying all additional discounts available for state government and higher education. Per the “Project Background” section, Virginia Tech’s 2009 email volume was ~6.5 million. Blue Sky Factory is proposing an annual total email volume of up to 7.2 million emails, to provide room for growth and account for any peaks in volume. The price at this volume is $1,950 per month ($23,400 per year) based on a $3.25 CPM rate. If your annual volume should surpass 7.2 million, you will be charged at the $3.25 CPM rate as long as total volume remains below 12 million. The CPM rate decreases to $3.00 for total annual volume between 12 million and 24 million. If total annual volume goes above 24 million emails, we’ll discuss price breaks further. This price rate will be valid for the entire 3-year contract. Should you choose to renew on an annual basis, we can revisit the CPM and total email volume numbers. We do not charge an annual licensing fee nor do we charge for access to our API. The pricing includes a one-time setup fee of $1,000.

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In the chart below, we’ve listed other (optional) services we offer. Please note that most of the pricing for services/strategy is billed at a $125/hour rate; however, all packages are fully customizable based on your needs. We’d also recommend a few standard templates ($750 each, one-time charge) as well as a package of “Inbox Rendering.” If Virginia Tech is interested in more than one template, our price for 2 templates is $1,300 and $1,800 for a package of 3. The other services with descriptions and pricing filled out are suggested, but certainly not required. Please let us know if you are interested in the templates and/or other service offerings and we’ll discuss the best package and pricing.

Service Description Term of Service

Volume Limit

Monthly Fee Overage CPM Fee One-time

Setup Fee

Email Marketing (Publicaster application)

SELF-SERVICE (monthly fee based on email volume during term of service)

3 yr. contract -

option for 5, one-year renewals

7.2M emails

per year

$1,950/month >7.2M<12M = $3.25 CPM

>12M<24M = $3.00CPM

$1,000

FULL SERVICE (deploy and setup fee based on email frequency & volume)

Service Description Description of Service Pricing

Planning and Consulting Services

Email Strategy, Calendar, and Plan Customized per client $125/hour

Deliverability Services Customized per client $125/hour

Social Marketing Integration Strategy & Plan Details: http://www.blueskyfactory.com/social-media-consulting/

Pricing varies by package selected

Design & Creative Services

Concept Development/Marketing Strategy Customized per client $125/hour

Template Design & Redesign Full template design & coding One: $750 one-time Package of 2: $1,300 Package of 3: $1,800

Email Campaign Landing Pages

Inbox Rendering Inbox preview: See how your email $20 per rendering;

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will look across multiple email clients, platforms & devices before sending

discounted packages available

Creative Analysis Customized per client $125/hour

Website & Microsite Design

Flash Presentations/ Tutorials/Demos

Banner Design

Landing Page Design

Customized Public Pages

Self-service client Publicaster app rebrand

Delivery Assurance Services:

Sender Score Certified (SSC)

Mailbox Monitor

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Blue Sky Factory response to Virginia Tech Request for Proposal #0016258 for Hosted Email Marketing Technology Services for University Relations, Alumni Relations, and University Development.

Confidential to the parties.© 2011 Blue Sky Factory. All rights reserved. Page 55 of 56

G1) Price (i.) – Include pricing for all goods and services, such as hosted software services, additional users, recurring fees, training provided to the university, support and maintenance, warranty service and any additional fees for use of your company’s solution requested by Virginia Tech. See chart above as well as details in “G1) Price” section. G1) Price (ii.) – Describe in detail the factors that can influence pricing, such as feature/function options, add-ons, number of users, or system scaling costs. The main factor that influences pricing is overall annual email volume. As described in the “G1) Price” section – text and chart – Blue Sky Factory’s pricing model is CPM and fully dependent on volume. Should your annual email volume significantly increase (or decrease) during the 3-year contract period, we can discuss changes in CPM rate and overall pricing. Additionally, if you choose to engage Blue Sky Factory in other services, per the chart above, there would be additional costs. G1) Price (iii.) – Describe all educational, state and local government discounts, as well as any other applicable discounts that may be available to the university in a contract for the proposed solution.

Blue Sky Factory does not provide educational, state or local government discounts as a general practice; however, we are always willing to discuss custom deals based on total package. E) Small, Women- and Minority-owned Business Program (SWaM) Utilization: See Section VII – Proposal Preparation and Submission, Part B, Line 3 for details on response to SWaM Utilization. Blue Sky Factory cannot be classified as SWaM; however we would be willing to explore options for utilizing SWaM subcontractors if awarded a contract. It should be noted that it is not common practice for Blue Sky Factory to hire subcontractors.

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Section VII: Proposal Preparation and Submission A: General Requirements 1. RFP Response: Per the request, we’ve submitted the following via a FedEx Overnight

package:

1 printed original 9 printed copies 1 electronic media copy (USB Flash Drive)

2. Proposal Preparation

a.) Proposal has been signed and all requested information has been completed in its entirety.

b.) Every attempt was made to prepare this response simply and economically with straightforward, concise descriptions of Blue Sky Factory’s capabilities. We’ve provided links to more information, where applicable, and submitted screenshots of the application, Publicaster, to visual support many of the answers. Finally, we’ve provided a link to a self-guided, 16-minute “tour” of Publicaster: http://www.blueskyfactory.com/demo/

c.) The proposal has been organized in what we believe to be a logical manner and includes pages numbers and a table of contents. Additionally, paragraph, sub-letters, and requirement text is repeated for easy reference.

d.) All documentation has been single bound, as appropriate. e.) Blue Sky Factory understands that ownership of data, material and

documentation originated and prepared for Virginia Tech pursuant to this RFP belongs exclusively to Virginia Tech.

3. Oral Preparation: Blue Sky Factory is prepared to give an in-person oral presentation, should one be necessary and requested.

B: Specific Requirements 1. A detailed summary of Blue Sky Factory’s capabilities have been provided and

outlined in Section VI: Statement of Needs. 2. Screenshots have been included in the response document as well as attached

electronically. 3. SWAM utilization has been explained on page 55 of the response. 4. The General Information Form has been completed and signed.

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for


Response from:

Attachment B: Security Questionnaire

April 13, 2011

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ATTACHMENT B Virginia Tech Security Questionnaire For Technology-based Procurements

If purchased, Virginia Tech reserves the right to conduct an IT security assessment on the product(s), system(s) and/or service(s) once delivered to validate the answers to the questions below. If evaluation copies or instances are available for testing, they should be provided to the IT Security Office when requested. In the space following each question, please provide a Yes, No or a “no answer” (N/A), and add any appropriate comments. If the answer is No or N/A, please provide comments indicating how this question/concern is addressed elsewhere or why it is not applicable. 1. Does your product(s), system(s) and or service(s) protect against the SANS Top 20 security vulnerabilities http://www.sans.org/top20? Yes. We utilize dotDefender and TippingPoint and a snort based IDS system. 2. Does your product(s), system(s) and or service(s) protect against the OWASP http://www.owasp.org/index.php/OWASP_Top_Ten_Project? In addition to the answer in #1 above, our system uses no dynamic SQL. All SQL is either stored procedure based or sent as a parameterized query. We also check all client input for content and length. 3. What specific encryption algorithms are employed for your product(s), system(s) and/or service(s)? Our algorithms are the same ones used by anyone who use encryption algorithms. Our industrial strength encryption algorithms come bundled in our programming framework; however, we did not program our own encryption algorithm. Note: For security purposes, Blue Sky Factory does not disclose the actual encryption algorithms

used.

4. Is all sensitive data (i.e. Social Security Numbers, Credit Card Numbers, Health Information, etc) encrypted in transit and at rest? If not, please explain? (NOTE: Please see the Sensitive Information page at http://www.security.vt.edu/sensitiveinfo.html for specifics). Yes. Encryption of electronic customer information, including while in transit or in storage (rest), on networks or systems to which unauthorized individuals may have access. However, we do not recommend storing sensitive information in your email list. Email by its nature is an unencrypted format and human mistakes can happen where a user includes the wrong merge variable in and email. There is also a risk of column transposition in your file that could, for example, swap the first name with the SSN column.

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5. Is login information such as user name and password encrypted during transmission from the client to the server? NOTE: Base-64 encoding is not acceptable. Yes. We use SSL for transmitting username and password. We also store this information in an encrypted (non Base-64) format. 6. Are operating systems (e.g. Windows or Linux ), programming and scripting languages (e.g. Java or PHP), web servers (e.g. Apache or IIS), database servers (e.g.. Oracle or MySQL), application servers, etc. always promptly patched and current with security updates? If not, please explain. Yes. Specifically: Patches and Service Packs – The Network Operations Center (NOC) for our datacenter where Blue Sky Factory hosts the servers, is notified of all new security patches and services packs for all supported platforms. Once a patch has been released, the security specialist evaluates its risk factor, vulnerability rating, and stability on a staging platform. If a patch/service pack is considered to be stable, the issues that the suggested patch addresses poses a potential security risk, and the flaw cannot be blocked externally via other methods, it is scheduled for installation on all of our managed servers with 48 hours of its release. Many security issues can be addressed via the datacenter’s extensive security processes and procedures, the state of the art intrusion detection/prevention capabilities, and other methods. Anti‐ Virus ‐ All file systems are scanned in real‐ time for viruses ensuring that no infection can ever affect our system. Incoming and outgoing emails are also scanned prior to delivery to any mailbox (depending on mail server type). Virus pattern files are automatically updated every 24 hours from a centralized console and then installed on every server in our facility. Security Policy ‐ A comprehensive security policy, based on the Gramm‐ Leach‐ Bliley Act (GLBA) Section 5 and 15 USC, Subchapter I, Sec. 6801, Protection of Nonpublic Personal Information; Health Insurance Portability and Accountability Act (HIPAA) 45 CFR Part 160 and Part 164, Subparts (A) and (E); Federal Information Security Management Act (FISMA); National Institute of Standards and Technology (NIST) SP‐ 800; and International Organization for Standardization (ISO) standards (ISO/TR 17944); and Payment Card Industry Data Security Standards (PCI DSS) is in place to ensure the integrity and security of our servers and data. A list of valid company contacts is maintained in a database and no information will ever be released prior to an identity confirmation. All trouble tickets and configuration requests must also have a ticket number assigned for tracking purposes. For obvious reasons, we cannot release the details of this policy. Research – Along with our managed datacenter security staff, we also monitor online security advisories, private hacking groups, channels, and publications to make sure we are aware of security issues not yet in the public domain. 7. Is all access, including administrative accounts, controlled and logged (i.e. firewalls, file system permissions, ACLs, database table permissions, packet logs, etc.)? If not, please explain.

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Yes. Any and all access to any of our servers is logged. Each user has their own unique login; none are shared. 8. Does your product(s), system(s) and/or service(s) prevent the use of shared credentials or accounts including administrative accounts? For our hosting servers / network, only IT employees have access to servers. Those permission are limited to only those items they need to have access to. Our application allows our users to set permission at a granular level. For example, permissions can be granted to only access certain areas of the application such as the Creative Manager or List Manager. This is configurable by the administrative account holder. 9. Describe how your product(s), system(s) and/or service(s) authenticates and authorizes users? Blue Sky Factory uses a combination of email address and password. Our password requirements are 6 characters – a mixture of letters, numbers, and special characters. Passwords expire after 1 month and cannot be reused. After 3 failed login attempts, we inactivate the login, send an email notice to the user on file, and include a new password. Coming soon (short-term product road map) we will have the ability to authorize computers by IP to access the system. 10. Does your product(s) and/or system(s) facilitate compliance with Federal and State laws, such as FERPA, HIPPA and PCI? Yes. Blue Sky Factory recognizes the importance of data security and privacy for sensitive financial, healthcare, and personal data. The regulatory environment under which many organizations operate requires compliance to a stringent set of security and privacy standards. Compliance to the data security and privacy requirements of regulatory frameworks such as HIPAA, GLB, SOX, FISMA, and FFEIC has driven many of the security standards and practices that Blue Sky Factory has implemented. As such, Blue Sky Factory has developed our infrastructure, technology, and policies to support the security and privacy compliance requirements of these regulations as well as international security and privacy standards. Blue Sky Factory is also SAFE Harbor certified by the DOC. Some of the standards and practices, which have formed the basis of the Blue Sky Factory security and privacy architecture and design, include:

1. Access controls on customer information systems, including controls to require multi‐ factor authentication and permit access only to authorized individuals and controls to prevent employees from providing customer information to unauthorized individuals who may seek to obtain this information through fraudulent means.

2. Access restrictions at physical locations containing customer information, such as buildings, computer facilities and records storage facilities to permit access only to authorized individuals.

3. Encryption of electronic customer information, including while in transit or in storage, on networks or systems to which unauthorized individuals may have access.

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4. Design procedures to ensure that customer information system modifications are consistent with the information security program.

5. Dual control procedures, segregation of duties and employees with responsibilities for or access to customer information.

6. Monitoring systems and procedures to detect actual and attempted attacks on or intrusions into customer information systems.

7. Response programs that specify actions to be taken when there is suspicion or detection that unauthorized individuals have gained access to customer information systems, including appropriate reports to regulatory and law enforcement agencies.

8. Measures to protect against destruction, loss or damage of customer information due to potential environmental hazards, such as fire and water damage or technological failures.

Additionally, as far as certifications, our datacenter facility and our environment have been certified under FISMA, PCI, and have met the standards required under the requirements to operate as a HIPAA Business Associate. If you would like, we can provide copies of most recent PCI certification as well as the results of the vulnerability scan and security assessment. 11. Does your company alert customers to vulnerabilities and security issues in a timely fashion? If so, please describe your process. Yes. Trustwave scans our servers monthly for our PCI compliance scan. See more here: https://sealserver.trustkeeper.net/compliance/cert.php?code=y2clF7Wiehnna6RNVX9FGSvaQ669qj&style=normal&size=105x54&language=en For hosted services, in addition to questions above 1. Are intrusion detection technologies and firewalls utilized on the hosted system(s)? Both, yes. Firewall: A Cisco firewall installed on our datacenter core routers performs basic firewall, packet filtering, and port filtering to stop Level 1 attacks. In addition, there are Dual Cisco 6509 Core Switches with additional access control lists and Cisco EMI Distribution Switches with VLAN and ACLs on individual Ethernet ports and dual Gb uplinks to core and PIX firewalls in failover configuration for packet inspection and specific blocking rules. Intrusion Detection: Tipping Point and Snort™ intrusion detection modules and Port Scan monitoring modules are linked with an advanced Demarc™ network monitoring system to catch any potential attacks that may have slipped through the firewall or Cisco™ IDS within seconds. This secondary system monitors for over 1000 different possible intrusion attempts and sends alerts to take immediate action on a real‐ time basis. This also includes full packet anomaly with AI intrusion prevention functions. 2. Describe how your facility is physically secured?

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https://sealserver.trustkeeper.net/compliance/cert.php?code=y2clF7Wiehnna6RNVX9FGSvaQ669qj&style=normal&size=105x54&language=en

https://sealserver.trustkeeper.net/compliance/cert.php?code=y2clF7Wiehnna6RNVX9FGSvaQ669qj&style=normal&size=105x54&language=en



Blue Sky Factory has invested a significant amount of effort into the design and operation of our infrastructure to ensure the highest degree of security, reliability, and availability. The datacenter facility is located in the 3rd largest Carrier Hotel on the East Coast. The building is the primary Internet interconnection point for the region and has connectivity from such large‐ scale carriers as WilTel (Williams), Level3 Communications, XO Communications, Adelphia, Cavalier Telephone, USLec, MCI/WorldCom, AT&T, Expedius, TelCove, and AboveNet. This facility is a Type IV DC facility with at least N+1 redundancy on all components including the server environment. The engineering team has also performed two separate Level 5 commissioning tests, the highest available, to simulate and document 10 years of potential critical failures and recovery operations within the facility. As far as physical security, 24-hour security staff is on‐ site 24/7/365 and no access is permitted without appropriate identification. There is also coded access into facility, access control to datacenter, and video surveillance with history of activity. 3. Does your network or facility undergo vulnerability scanning and penetration testing? Yes. See #11 above. 4. Do your employees hold Information Technology Security certifications and/or secure coding certifications? If so, please describe them. Yes. Our datacenter has a director of security that is a CCSP.

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Attachment C to


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4822-3260-1607 Blue Sky Factory Confidential

Client-specific Rider to


Services Terms

This Client-specific Rider (the “Rider”) is entered into by and between Virginia Polytechnic Institute and State University (“Client”) and Blue Sky Factory, Inc (“Blue Sky Factory”) and modifies the

Blue Sky Factory Services Terms.

Recitals

A. Client desires to engage Blue Sky Factory to provide internet-based email and social media marketing through Blue Sky Factory’s proprietary network technology and computer code (collectively the “Services”).

B. Client desires that a Client -specific rider apply to Blue Sky Factory’s performance of the Services, its Standard Terms and Conditions, Website Terms of Use, Publicaster Services Schedule and additional legal terms agreed upon by Client electronically (collectively “Services Terms”).

Now therefore, Client and Blue Sky Factory agree that the Services Terms and Client-specific Rider to the Services Terms shall apply to Client when it electronically accepts the terms of the

Services Terms and uses Blue Sky Factory’s online Services.

1. BLUE SKY FACTORY, INC. - PUBLICASTER SERVICES STANDARD TERMS AND CONDITIONS a. 2. Publicaster Services Licenses Text below removed:

Your License to Blue Sky Factory: You grant to Blue Sky Factory a nonexclusive, non-transferable, revocable right and license to use and to permit its service providers and suppliers to use your trademarks, service marks, trade names, trade dress, Subscriber Lists and Message Content created by you as necessary to enable Blue Sky Factory to perform Publicaster Services for you or on your behalf.

b. 3. Authorized Users/Passwords/User IDs Text below removed You are responsible for ensuring that each Authorized User is aware of and complies with these Publicaster Services Terms. You are ultimately responsible for the acts and omissions of Your Authorized Users and each individual to whom You have given or who may have gained access through use of Your passwords and user IDs.

c. 7. Indemnity Text below changed to: Blue Sky Factory Indemnification of You: Blue Sky Factory shall have no obligation to indemnify You for any claim arising out of or in connection with: (1) Your use of Blue Sky Factory Technology or Publicaster Services other than as permitted herein; (2) Your breach of Your representations or warranties.

d 7. Indemnity Text below removed: Blue Sky Factory Indemnification of You: This Section states Blue Sky Factory’s entire liability and Your exclusive remedy for infringement.

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e 7. Indemnity Text below removed: Your Indemnification of Blue Sky Factory: You agree to indemnify, defend, release and hold Blue Sky Factory, its officers, directors, suppliers, service providers, co-branders or other partners, agents and employees, and those of its affiliates, harmless from all damages, liability, fees, costs, loss of business profits, taxes, penalties or sanctions, and interest of any nature, including reasonable fees of attorneys and other professionals Blue Sky Factory may incur due to or arising out of or relating to any claims, demands, actions or proceedings, whether or not brought to suit, alleged or initiated against Blue Sky Factory by any third party in any way arising out of or related to anything You submit or upload to or transmit through and Your use of the Publicaster Services, Your provision of registration or other information that is untrue, inaccurate, fraudulent, or out of date, Your Message Content, inaccurate Subscriber Lists, Your Data, Your connection (or inability to connect) to the Sites, Your violation of the Agreement, any use by or reliance on anything You provide to Blue Sky Factory, Your violation of anyone’s proprietary or confidential information, patent, trademark, trade secret or other proprietary rights, an allegation that You are in violation of any right, license, law, statute, regulation, rule, order or ordinance, any act or omission resulting in Blue Sky Factory being “black-listed” and/or any breach of Your representations and warranties. In addition to the indemnification obligation set forth in this paragraph, in the event Blue Sky Factory’s Internet Protocol addresses are blocked by any internet service provider or blacklisting organization and You are unable to produce records in compliance with the Agreement or otherwise satisfactory to such blocking or blacklisting entity, you shall pay to Blue Sky Factory any and all fees and costs incurred by it as a result of such blocking or blacklisting, and Blue Sky Factory shall have the right to immediately terminate this Agreement.

f. 8. Disclaimers and Limitations of Liability Text below removed: YOU EXPRESSLY UNDERSTAND AND AGREE THAT BLUE SKY FACTORY SHALL NOT, IN ANY EVENT OR UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BLUE SKY FACTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE PUBLICASTER SERVICES, ACCURACY OF THE INFORMATION, PRODUCTS AND MATERIALS SHOWN OR AVAILABLE FROM THE SITES OR ANY OTHER MATTER RELATING TO YOUR ACCESS TO OR USE OF THE BLUE SKY FACTORY TECHNOLOGY. IN ANY CASE, BLUE SKY FACTORY’S SOLE LIABILITY, AND THAT OF ITS LICENSORS, SUPPLIERS AND BUSINESS PARTNERS, IS LIMITED TO FEES RECEIVED FROM YOU UNDER THE APPLICABLE SERVICES ORDER DURING THE SIX (6) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BLUE SKY FACTORY AND YOU. BLUE SKY FACTORY’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. YOUR LEGAL RIGHTS WITH RESPECT TO THESE DISCLAIMERS AND WAIVERS MAY VARY FROM JURISDICTION TO JURISDICTION. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE

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AGAINST BLUE SKY FACTORY WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

2. BLUE SKY FACTORY, INC. – MASTER SERVICES AGREEMENT

a. Section 2.2 Invoicing and Payment Text changed to: Undisputed charges shall be payable

thirty (30) days from the date of receipt of proper invoice and shall be deemed overdue if unpaid seven (7) days after the due date. Any undisputed amounts payable by Virginia Polytechnic Institute and State University which remain unpaid seven (7) days after the due date shall be subject to a late charge equal to 1.5% per month from the due date until such amount is paid, not to exceed the maximum amount permitted by law. In addition to the late fee, Virginia Polytechnic Institute and State University agree to pay the lesser of $50.00 or the actual fees incurred by Blue Sky Factory for returned checks.

b. Section 2.2 Invoicing and Payment Text removed: and Blue Sky Factory’s costs of collection, including reasonable attorney’s fees incurred.

c. Section 2.3 Disputed Charges Text changed to: If the dispute is resolved in Blue Sky Factor’s favor, Virginia Polytechnic Institute and State University shall promptly pay to Blue Sky Factory all amounts due but in no event later than within thirty (30) days of the date of receipt of the proper invoice for such amounts.

d. Section 2.4 Incidental Expenses Text changed to: Virginia Polytechnic Institute and State

University shall reimburse Blue Sky Factory for reasonable travel, administrative, equipment and out-of-pocket expenses, which are approved and agreed upon in advance and incurred in connection with the Services, such expenses not to exceed the maximum amount allowable under Commonwealth of Virginia travel procedures.

e. Section 2.5 Taxes Text removed: Fees do not include taxes or withholdings. If Blue Sky

Factory is required to pay sales, use, property, excise, value-added, duties, tariffs or other taxes based on the licenses or Services, then such taxes shall be billed to and paid by Virginia Polytechnic Institute and State University. This Section shall not apply to taxes based on Blue Sky Factory’s income; provided, however, that any withholding or other tax imposed by any government other than the United States of America or any of its member states shall be paid by Virginia Polytechnic Institute and State University, and the amounts due Blue Sky Factory hereunder or as invoiced shall be “grossed up” to account for such withholding or tax, so that the fees received by Blue Sky Factory hereunder will be net of any such withholding or tax.

f. Section 3.1 Term Text removed: The Term shall automatically renew for like Terms unless either party notifies the other of its intent not to renew at least thirty (30) days prior to the end of the then expiring Term.

g. Section 3.2 Termination for Convenience Text changed to: Either party may terminate the

MSA or any Order at any time by providing the other party with no less than thirty (30) days prior written notice. If either party terminates the MSA or a specific Order for convenience prior to its natural expiration, Blue Sky Factory agrees to refund to Virginia Polytechnic Institute and State University all prepaid fees attributable to unused Services for the unexpired portion of the Term.

h. Section 3.3 Early Termination Fees Text removed: In the event Virginia Polytechnic

Institute and State University terminate an Order prior to the end of the applicable Term, Virginia Polytechnic Institute and State University agree to pay to Blue Sky Factory an early termination fee in the amount of the greater of the: (A) fee due to Blue Sky Factory for the

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remaining balance of the Term if termination occurs with more than six (6) months remaining in the Term; (B) fifty percent (50%) of the total fees due if termination occurs with less than six (6) months remaining in the Term or (C) the amount Virginia Polytechnic Institute and State University would have owed for the Term excluding any extended term, volume-based or other discounts.

i. Section 6.1 Nondisclosure/Nonsolicitation Text removed: Neither party shall, directly or

indirectly, solicit, attempt to hire or hire any employee or contractor of the other party during the Term and for a period of twelve (12) months from and after the later of the expiration or termination of the last outstanding Order.

j. Section 6.3 Governing Law/Jurisdiction Text changed to: The MSA, and all matters arising out of or relating to the MSA, shall be governed by the laws of the Commonwealth of Virginia without regard to conflicts of law principles. Any legal action or proceeding relating to the MSA shall be instituted in the applicable state or federal court situated in the Commonwealth of Virginia.

k. Section 6.3 Governing Law/Jurisdiction Text removed: BLUE SKY FACTORY

AND VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY EACH HEREBY WAIVE THE RIGHT TO JURY TRIAL IN CONNECTION WITH ALL MATTERS ARISING OUT OF THIS AGREEMENT. The prevailing party shall be subject to reimbursement of all damages, fees and costs incurred, including reasonable costs of attorneys and other professionals.

l. Section 6.9 Publicity Text removed: Neither party shall refer to the other, or including existence and content of the MSA, in any publicity releases, interviews, presentations, promotional or marketing materials, announcements or checklists without the other’s prior written consent.

m. 6.10 Entire Agreement Text removed: The MSA constitutes the complete agreement between the parties, supersedes all prior or contemporaneous agreements for representations, written or oral, concerning the subject matter hereof and may not be modified or amended except in a writing signed by a duly authorized representative of each party. No other act, document, usage or custom shall be deemed to amend or modify the MSA. Preprinted legal terms in a purchase order shall not have any force or effect. Virginia Polytechnic Institute and State University agree that by signing below, clicking “I Agree” to the electronic version of the MSA, affixing an electronic or digital signature or other electronic assent, Virginia Polytechnic Institute and State University are agreeing to be bound to the terms of the MSA.

3. BLUE SKY FACTORY, INC.-ONLINE MARKETING SERVICES ORDER FORM

(Pages 97-98) Text removed: By signing this Order, Client is offering to purchase the products/services designated below and authorizes Blue Sky Factory to order credit and other reports to ascertain Client’s creditworthiness. Client’s offer becomes a binding, legal commitment upon acceptance by Blue Sky Factory and is not subject to any further purchase orders, confirmations or events. Blue Sky Factory’s Master Services Agreement and, if applicable, The Publicaster Standard Terms and Conditions apply, and, together with this Order constitute the entire agreement between Client and Blue Sky Factory.). #2 Invoice Plan-text changed to: (Invoice will be mailed directly to the address listed on the Virginia Polytechnic Institute and State University Purchase Order for payment.)

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4. REVISED PRICING

The negotiated pricing model on page 106 of the contract replace the original pricing contained on pages 74 and 75 of Blue Sky Factory’s Request for Proposal (RFP) response dated March 16, 2011.

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BLUE SKY FACTORY, INC. PUBLICASTER SERVICES STANDARD TERMS AND CONDITIONS

These Publicaster Services Standard Terms and Conditions (the “Publicaster Services Terms”), the Blue Sky Factory Master Services Agreement (“MSA”), each Order and such other statements, schedules, exhibits, rules and Blue Sky Factory invoice terms (collectively, the “Agreement”), shall govern all use and access of the Publicaster Services and Blue Sky Factory Technology and all transactions between Blue Sky Factory, Inc. (“Blue Sky Factory”) and any Blue Sky Factory client (“You” or “Your”). This is a legal document. By ordering Publicaster Services, accessing or registering on Blue Sky Factory Technology and/or otherwise using Publicaster Services, You authorize Blue Sky Factory to provide Publicaster Services (whether or not set forth in an Order) and unconditionally agree to comply with all terms and conditions governing Blue Sky Factory’s provision of Publicaster Services and use of Blue Sky Factory Technology whether or not You have read them. PLEASE TAKE THE TIME TO READ ALL TERMS OF THE AGREEMENT CAREFULLY BEFORE USING BLUE SKY FACTORY TECHNOLOGY OR PUBLICASTER SERVICES. 1. Definitions In addition to those definitions set forth in the MSA, terms defined in these Publicaster Services Terms shall have the following meanings: “Authorized User” means anyone, whether an individual or entity, You have authorized to use Blue Sky Factory Technology on Your behalf; and/or to whom You have assigned and issued, permitted use of or otherwise disclosed Your passwords and user IDs. “Blue Sky Factory Technology” means the Sites and technology through which the Publicaster Services are accessed and includes, without limitation all functions, features and capabilities of the Sites, all software, security features, hardware, remote-access electronic functionality and all upgrades, updates, revisions, versions, releases, modifications and derivatives thereof and thereto. “Marketing Data” means all data generated, collected and/or prepared by Blue Sky Factory and/or through Blue Sky Factory Technology and includes (A) numbers of email messages sent, delivered and/or opened (in the aggregate, by domain and unique), (B) number and domains of returned email messages (soft and hard “bounces”), (C) number of “Click Throughs” (by specific link and individual, (D) number of forwards and unsubscribe requests (if You use this Technology Feature), and (E) all IP addresses and performance and other data collected in connection with the Publicaster Services in the aggregate. “Message Content” means all material (regardless of form) in an email message prepared or transmitted or which an attempt to transmit is made through the Blue Sky Factory Technology or use of the Publicaster Services by You or on Your behalf. "Order” means the document specifying the Publicaster Services to be provided by Blue Sky Factory, applicable fees, payment and performance schedules and such other terms appropriate to each engagement agreed to by the parties in writing. “Publicaster Services” means Blue Sky Factory’s proprietary email marketing software currently branded as “Publicaster” and related services. Publicaster Services include access to and use of the Sites and Blue Sky Factory Technology. “Subscriber Lists” means the names, email and IP addresses and any and all other personally identifying information of those individuals and/or entities to whom You send or intend to send email messages through the use of Blue Sky Factory Technology and/or the Publicaster Services. “Sites” means the network of websites and web pages owned, operated, maintained and/or controlled by Blue Sky Factory, including without limitation www.blueskyfactory.com, www.blog.blueskyfactory.com and www.app.publicaster.com and

any associated, additional and/or successor websites accessible through these or other domain names/URLs. “Term” means the initial term set forth on the applicable Order and each renewal thereof. “Your Data” means Subscriber Lists together with all Message Content formatted as required by Blue Sky Factory. “Your Terms of Use” means the legal terms and conditions, data security, privacy and other policies or statements governing use of Your website and business. 2. Publicaster Services Licenses Blue Sky Factory’s License to You: Blue Sky Factory grants You a non-exclusive, non-transferable, revocable right and license to use the Sites and Blue Sky Factory Technology solely in connection with Blue Sky Factory’s provision of the Publicaster Services in the manner, for the purpose and as described in these Publicaster Services Terms, each applicable Order, the Publicaster Services descriptions or documentation, and any additional terms and for no other purpose. Nothing in these Publicaster Services Terms gives you any rights, title or interest other then the limited right to access and use Blue Sky Factory Technology as permitted herein. Your License to Blue Sky Factory: You grant to Blue Sky Factory a nonexclusive, non-transferable, revocable right and license to use and to permit its service providers and suppliers to use your trademarks, service marks, trade names, trade dress, Subscriber Lists and Message Content created by you as necessary to enable Blue Sky Factory to perform Publicaster Services for you or on your behalf. 3. Authorized Users/Passwords/User IDs You are responsible for the safety and security of all user IDs, logins, passwords or other security features through which You or Your Authorized Users may access the secure portions of the Sites, the Publicaster Services and for all actions taken through Blue Sky Factory Technology through such security features. It is Your responsibility to administer user ID’s and passwords only to Authorized Users, to preserve the confidentiality of and not share Your user IDs and passwords. You are responsible for issuing, administering, updating and ensuring that proper security measures are in effect with respect to all passwords and user IDs. You are also responsible for monitoring, supervising and terminating, when appropriate, the user IDs and passwords of Your Authorized Users. It is also Your responsibility to notify Blue Sky Factory immediately when You need to terminate an individual’s access. Regardless, use of assigned passwords and user IDs terminates immediately upon the earlier of termination of these Publicaster Services Terms or an Authorized User’s authorization. The use of passwords and user IDs constitutes Your acts and Blue Sky Factory may rely upon the instructions, consent given and all action taken, without

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representations or warranties or for any claim for which You are obligated to indemnify Blue Sky Factory as provided below. In the event that all or a portion of Blue Sky Factory Technology is held or believed by Blue Sky Factory to infringe, Blue Sky Factory shall have the option, at its sole discretion and expense, to (a) modify Blue Sky Factory Technology to be noninfringing; or (b) obtain for You a license to continue using it. If it is not commercially feasible to perform either of the above options or otherwise in Blue Sky Factory’s discretion, Blue Sky Factory may terminate the applicable Order or these Publicaster Services Terms and the recurring fees payable by You shall be reduced proportionately. This Section states Blue Sky Factory’s entire liability and Your exclusive remedy for infringement. Your Indemnification of Blue Sky Factory: You agree to indemnify, defend, release and hold Blue Sky Factory, its officers, directors, suppliers, service providers, co-branders or other partners, agents and employees, and those of its affiliates, harmless from all damages, liability, fees, costs, loss of business profits, taxes, penalties or sanctions, and interest of any nature, including reasonable fees of attorneys and other professionals Blue Sky Factory may incur due to or arising out of or relating to any claims, demands, actions or proceedings, whether or not brought to suit, alleged or initiated against Blue Sky Factory by any third party in any way arising out of or related to anything You submit or upload to or transmit through and Your use of the Publicaster Services, Your provision of registration or other information that is untrue, inaccurate, fraudulent, or out of date, Your Message Content, inaccurate Subscriber Lists, Your Data, Your connection (or inability to connect) to the Sites, Your violation of the Agreement, any use by or reliance on anything You provide to Blue Sky Factory, Your violation of anyone’s proprietary or confidential information, patent, trademark, trade secret or other proprietary rights, an allegation that You are in violation of any right, license, law, statute, regulation, rule, order or ordinance, any act or omission resulting in Blue Sky Factory being “black-listed” and/or any breach of Your representations and warranties. In addition to the indemnification obligation set forth in this paragraph, in the event Blue Sky Factory’s Internet Protocol addresses are blocked by any internet service provider or blacklisting organization and You are unable to produce records in compliance with the Agreement or otherwise satisfactory to such blocking or blacklisting entity, you shall pay to Blue Sky Factory any and all fees and costs incurred by it as a result of such blocking or blacklisting, and Blue Sky Factory shall have the right to immediately terminate this Agreement. 8. DISCLAIMERS AND LIMITATIONS OF LIABILITY EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER BLUE SKY FACTORY NOR YOU MAKE AND BLUE SKY FACTORY AND YOU EXPRESSLY WAIVE ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WHETHER BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, ANY ARISING FROM COURSE OF DEALING, USAGE, TRADE OR PERFORMANCE, OR TO THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY RECIPENT LISTS, MARKETING DATA, OR MESSAGE CONTENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXCEPT AS OTHERWISE PROVIDED IN THE AGREEMENT YOU ARE SOLELY RESPONSIBLE FOR YOUR GOODS AND SERVICES,

ACCURACY, SECURITY AND MAINTENANCE OF YOUR DATA, SUBSCRIBER LISTS, MESSAGE CONTENT, USE OF YOUR MESSAGES AND YOUR ACTIVITIES IN CONNECTION WITH BLUE SKY FACTORY TECHNOLOGY. UNDER NO CIRCUMSTANCES IS OR WILL BLUE SKY FACTORY OR ITS AFFILIATES BE LIABLE IN ANY WAY FOR ANY COMMUNICATIONS, MESSAGE CONTENT, SUBSCRIBER LISTS, YOUR OR ANOTHER’S USE OF BLUE SKY FACTORY TECHNOLOGY, SITES OR SERVICES, ANY OF YOUR DATA OR OTHER CONTENT OR MATERIAL PROVIDED BY YOU, INCLUDING WITHOUT LIMITATION ANY ERRORS OR OMISSIONS IN ANY OF THE FOREGOING, OR FOR LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY OF THE FOREGOING THROUGH THE BLUE SKY FACTORY TECHNOLOGY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BLUE SKY FACTORY SHALL NOT, IN ANY EVENT OR UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BLUE SKY FACTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE INABILITY TO USE THE PUBLICASTER SERVICES, ACCURACY OF THE INFORMATION, PRODUCTS AND MATERIALS SHOWN OR AVAILABLE FROM THE SITES OR ANY OTHER MATTER RELATING TO YOUR ACCESS TO OR USE OF THE BLUE SKY FACTORY TECHNOLOGY. IN ANY CASE, BLUE SKY FACTORY’S SOLE LIABILITY, AND THAT OF ITS LICENSORS, SUPPLIERS AND BUSINESS PARTNERS, IS LIMITED TO FEES RECEIVED FROM YOU UNDER THE APPLICABLE SERVICES ORDER DURING THE SIX (6) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN BLUE SKY FACTORY AND YOU. BLUE SKY FACTORY’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. YOUR LEGAL RIGHTS WITH RESPECT TO THESE DISCLAIMERS AND WAIVERS MAY VARY FROM JURISDICTION TO JURISDICTION. WITHOUT INTENDING TO LIMIT THE FOREGOING, YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST BLUE SKY FACTORY WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE FOREVER BARRED. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

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BLUE SKY FACTORY MASTER SERVICES AGREEMENT

This Blue Sky Factory Master Services Agreement (“MSA”) applies to and governs all Services provided by Blue Sky Factory to Clients. Use of any Services constitutes acceptance of and agreement to this MSA. I. SERVICES

Subject to Virginia Polytechnic Institute and State University’s compliance with the MSA, all laws, rules and regulations and timely payment of all charges and fees due, Blue Sky Factory will use commercially reasonable efforts to provide the Services and to facilitate Virginia Polytechnic Institute and State University’s access to and use of the Services ordered by Virginia Polytechnic Institute and State University during the Term. Additional Services may be ordered by Virginia Polytechnic Institute and State University at any time through subsequent Orders issued by Virginia Polytechnic Institute and State University and accepted by Blue Sky Factory. The schedule for Services will be agreed upon by the parties subject to availability of Blue Sky Factory personnel. II. CHARGES, PAYMENT AND TAXES 2.1 Fees

A. Publicaster Services. If ordering Publicaster Services, in addition to this MSA and any Order, the Publicaster Services Standard Terms and Conditions shall govern the Publicaster Services ordered. Virginia Polytechnic Institute and State University shall pay to Blue Sky Factory the fees set forth on the Order for the specific Publicaster Services ordered.

B. Additional Services. If ordering other Services, in

addition to this MSA and any Order, the terms set forth in any Scope of Services executed by Virginia Polytechnic Institute and State University and Blue Sky Factory shall govern the provision of those Services. Virginia Polytechnic Institute and State University shall pay to Blue Sky Factory the fees set forth on the Order and the Scope of Services. Unless otherwise expressly specified in the Scope of Services or applicable Order to the contrary: (1) Services identified on an Order shall be provided on a time and materials (“T&M”) basis, meaning Virginia Polytechnic Institute and State University shall pay Blue Sky Factory for all the time spent performing such Services plus materials, taxes and expenses; and (2) the rates for Services shall be Blue Sky Factory’s standard rates in effect for the location and at the time Services are provided. Any monetary limit stated in the applicable Order shall be an estimate only for Virginia Polytechnic Institute and State University’s budgeting and Blue Sky Factory’s resource scheduling purposes. 2.2 Invoicing and Payment

If necessary, Virginia Polytechnic Institute and State University shall issue a purchase order or similar document acceptable to Blue Sky Factory on or before commencement of Services. Virginia Polytechnic Institute and State University authorize Virginia Polytechnic Institute and State University’s financial institution to make ACH payments or Blue Sky Factory to charge Virginia Polytechnic Institute and State University’s credit card or invoice Virginia Polytechnic Institute and State University as set forth in the applicable Order immediately for all non-recurring fees in advance on the anniversary of each year of the Term or the first of each calendar quarter or month as

applicable for fixed periodic fees and in arrears for volume-based fees. Undisputed charges shall be payable thirty (30) days from the date of invoice and shall be deemed overdue if unpaid thereafter. Any undisputed amounts payable by Virginia Polytechnic Institute and State University which remain unpaid after the due date shall be subject to a late charge equal to 1.5% per month from the due date until such amount is paid. In addition to the late fee, Virginia Polytechnic Institute and State University agree to pay the greater of $50.00 or the actual fees incurred by Blue Sky Factory for returned checks and Blue Sky Factory’s costs of collection, including reasonable attorneys fees incurred. In the event any of Virginia Polytechnic Institute and State University’s checks are returned unpaid two or more times during a Term, Blue Sky Factory may, in its discretion, require that Virginia Polytechnic Institute and State University prepay all amounts due. 2.3 Disputed Charges

Prior to the invoice due date, Virginia Polytechnic Institute and State University shall notify Blue Sky Factory in writing of any amounts Virginia Polytechnic Institute and State University reasonably believe are subject to good faith dispute, identifying the basis for the dispute and providing documentation. All undisputed amounts shall be paid in full when due. In the event Virginia Polytechnic Institute and State University do not dispute an invoice in writing on or before its due date, it shall be deemed approved. Virginia Polytechnic Institute and State University and Blue Sky Factory agree to cooperate to investigate and resolve bonafide disputes within fifteen (15) days of Blue Sky Factory’s receipt of the dispute notice. Upon resolution of the dispute, any amounts determined to be due to Virginia Polytechnic Institute and State University shall be credited against amounts due for the next billing cycle. If the dispute is resolved in Blue Sky Factor’s favor, Virginia Polytechnic Institute and State University shall promptly pay to Blue Sky Factory all amounts due but in no event later than within thirty (30) days of the invoice date for such amounts.

2.4 Incidental Expenses Virginia Polytechnic Institute and State University shall reimburse Blue Sky Factory for reasonable travel, administrative, equipment and out-of-pocket expenses, which are approved in advance and incurred in connection with the Services. Such expenses are not included in any monetary limits stated in the applicable Order unless expressly itemized. 2.5 Taxes

Fees do not include taxes or withholdings. If Blue Sky Factory is required to pay sales, use, property, excise, value-added, duties, tariffs or other taxes based on the licenses or Services, then such taxes shall be billed to and paid by Virginia Polytechnic Institute and State University. This Section shall not apply to taxes based on Blue Sky Factory’s income; provided, however, that any withholding or other tax imposed by any government other than the United States of America or any of its member states shall be paid by Virginia Polytechnic

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Institute and State University, and the amounts due Blue Sky Factory hereunder or as invoiced shall be “grossed up” to account for such withholding or tax, so that the fees received by Blue Sky Factory hereunder will be net of any such withholding or tax. 2.6 Suspension of Service

If undisputed amounts are not paid when due or if Virginia Polytechnic Institute and State University are in violation of any terms of the MSA, in addition to any of its rights and remedies, Blue Sky Factory may suspend Services until amounts due are paid in full. Blue Sky Factory may, in its discretion, charge Virginia Polytechnic Institute and State University a reconnection fee in the event Virginia Polytechnic Institute and State University wish to resume Services. III. TERM AND TERMINATION 3.1 Term

This MSA shall commence on the Effective Date and continue for the Term set forth on the Order unless earlier terminated in accordance with this Article III. The Term shall automatically renew for like Terms unless either party notifies the other of its intent not to renew at least thirty (30) days prior to the end of the then expiring Term. 3.2 Termination for Convenience Either party may terminate the MSA or any Order at any time by providing the other party with no less than thirty (30) days prior written notice. Virginia Polytechnic Institute and State University’s termination of the MSA or an Order for convenience prior to the end of the Term is subject to early termination fees set forth in Section 3.3. Should Blue Sky Factory terminate the MSA or a specific Order for convenience prior to its natural expiration, Blue Sky Factory agrees to refund to Virginia Polytechnic Institute and State University all prepaid fees attributable to unused Services for the unexpired portion of the Term. 3.3 Early Termination Fees

In the event Virginia Polytechnic Institute and State University terminate an Order prior to the end of the applicable Term, Virginia Polytechnic Institute and State University agree to pay to Blue Sky Factory an early termination fee in the amount of the greater of the: (A) fee due to Blue Sky Factory for the remaining balance of the Term if termination occurs with more than six (6) months remaining in the Term; (B) fifty percent (50%) of the total fees due if termination occurs with less than six (6) months remaining in the Term or (C) the amount Virginia Polytechnic Institute and State University would have owed for the Term excluding any extended term, volume-based or other discounts. 3.4 Termination for Breach

A party may terminate an Order if the other party is in material breach and fails to correct the breach within thirty (30) days following written notice specifying the breach. Consent to extend the cure period for breaches other than nonpayment of fees shall not be unreasonably withheld, so long as the breaching party has commenced cure during the thirty (30) day notice period and pursues cure of the breach in good faith. 3.5 Transition Services/Effect of Termination

In the event Virginia Polytechnic Institute and State University ask that Blue Sky Factory perform Services assisting Virginia Polytechnic Institute and State University in Virginia Polytechnic Institute and State University’s transition to another service provider, including without limitation, transferring or migrating Virginia Polytechnic Institute and State University’s digital assets, all such Services will be performed on a T&M basis. Termination of the MSA and/or any Order shall not limit either party from pursuing other remedies available to it, including equitable relief, nor shall such termination relieve Virginia Polytechnic Institute and State University of Virginia Polytechnic Institute and State University’s obligation to pay all fees that have accrued or are otherwise owed by Virginia Polytechnic Institute and State University under any Order prior to such termination. The parties’ rights and obligations under Sections II, III, and V shall survive termination of the MSA and/or any Order. IV. CHANGE REQUESTS AND COOPERATION 4.1 Virginia Polytechnic Institute and State University’s request to change any Services, including but not limited to requests for changes in project plans, scope, specifications, schedule, designs or requirements, must be in writing. Blue Sky Factory shall not be obligated to perform tasks described in Virginia Polytechnic Institute and State University’s request until the parties agree in writing to the proposed change. 4.2 Virginia Polytechnic Institute and State University are solely responsible for connection of Virginia Polytechnic Institute and State University’s computers to the internet and agree that timely provision of and access to office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data, and suitably configured computer products (collectively “Cooperation”) are essential to Blue Sky Factory’s performance of Services. Blue Sky Factory is not liable for any delay or deficiency in performing Services resulting from Virginia Polytechnic Institute and State University’s failure to provide full Cooperation. V. PROPRIETARY RIGHTS

Blue Sky Factory’s Publicaster and Related Services are comprised of the Technology Features and Sites through which the Technology Features are accessed as well as its Marks. The Technology Features means all functions, features and capabilities of Blue Sky Factory’s Publicaster and Related Services, including without limitation all software, hardware, remote-access electronic functionality for Blue Sky Factory’s Publicaster Software as a Service (“SaaS’) suite and all upgrades, updates, revisions, versions, releases, modifications and derivatives thereof and thereto. The Marks include all third party or Blue Sky Factory trademarks, logos, trade names, trade dress, product and service marks, individually or combined with one another and whether or not registered to Blue Sky Factory. The Marks, Blue Sky Factory’s Publicaster and Technology Features, the Sites and the collection, compilation, assembly and arrangement of Licensed Content are owned by or under license to Blue Sky Factory and contain proprietary and confidential information all of which is protected by all applicable intellectual property and other laws. All copyrights, patent rights, trade secret rights, trademarks and other intellectual property rights in and to Blue Sky Factory’s Publicaster, Technology Features, Sites, Marks, Confidential

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Information and Services are owned solely and exclusively by Blue Sky Factory. Everything Virginia Polytechnic Institute and State University see or read on the Sites and that which is provided to Virginia Polytechnic Institute and State University through the Services, including the templates, expression, coordination, selection, arrangement, collection, compilation, assembly and arrangement of the Sites and Licensed Content, is protected by all United States and international copyright and trademark laws, and may not be used except as provided in this MSA and any additional terms without Blue Sky Factory’s express written permission. Virginia Polytechnic Institute and State University may not use or display the marks in any manner without the prior written consent of the applicable owner. This includes use of the Sites’ addresses or Marks in page text, as key words, meta tags or any other “hidden text.” Other product or service names, logos, graphics, page headers, button icons and scripts are trademarks or trade dress of Blue Sky Factory and may not be used in connection with any other product or Service in any manner, but especially not in a manner that is likely to cause confusion in the marketplace or in any matter that disparages or discredits Blue Sky Factory. VI. GENERAL TERMS 6.1 Nondisclosure/Nonsolicitation

The parties may have access to or provide to each other information that is confidential to one another (“Confidential Information”). Confidential Information shall be limited to information clearly identified as confidential; provided, however, that Virginia Polytechnic Institute and State University’s Data shall be Virginia Polytechnic Institute and State University’s Confidential Information and Blue Sky Factory’s Publicaster and Related Services, passwords, user IDs and other security/authentication methods or technology, all Marketing Data, and all business processes, proposals, pricing, Orders, designs, strategies and unreleased or otherwise non-public services or products shall be Blue Sky Factory Confidential Information regardless of how it is disclosed, whether and if it is marked. Confidential Information shall not include information that: (A) is or becomes a part of the public domain through no act or omission of the recipient; (B) was in the recipient’s lawful possession prior to the disclosure and had not been obtained by the recipient either directly or indirectly from the disclosing party; (C) is lawfully disclosed to the recipient by a third party without restriction on disclosure; or (D) is independently developed by the recipient. The parties shall not be considered in breach of their confidentiality obligations if they disclose Confidential Information pursuant to court or other lawful order provided that the recipient of such order notifies the other party within a reasonable time period prior to required disclosure (if permitted by the order) to enable the other party to seek protective or other orders restricting disclosure. The parties agree to hold each other’s Confidential Information in confidence during the term of the MSA and for a period of two (2) years thereafter.

Neither party shall, directly or indirectly, solicit, attempt to hire or hire any employee or contractor of the other party during the Term and for a period of twelve (12) months from and after the later of the expiration or termination of the last outstanding Order. 6.2 Relationship Between the Parties

Blue Sky Factory is an independent contractor and nothing in the MSA shall be construed to create a partnership, joint venture or agency relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees as well as employment related taxes. Each party will maintain appropriate workers’ compensation insurance for its employees as well as general liability insurance. 6.3 Governing Law/Jurisdiction

The MSA, and all matters arising out of or relating to the MSA, shall be governed by the laws of the State of Maryland without regard to conflicts of law principles. Any legal action or proceeding relating to the MSA shall be instituted in the applicable state or federal court situated in the City of Baltimore, State of Maryland. Virginia Polytechnic Institute and State University and Blue Sky Factory agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding; provided that either party may seek equitable relief in any court of competent jurisdiction. BLUE SKY FACTORY AND VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY EACH HEREBY WAIVE THE RIGHT TO JURY TRIAL IN CONNECTION WITH ALL MATTERS ARISING OUT OF THIS AGREEMENT. The prevailing party shall be subject to reimbursement of all damages, fees and costs incurred, including reasonable costs of attorneys and other professionals. 6.4 Notice.

All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when delivered, prepaid, by a commercial overnight courier to the address delineated on the Order. To expedite order processing, Virginia Polytechnic Institute and State University agree that Blue Sky Factory may treat documents faxed or emailed by Virginia Polytechnic Institute and State University to Blue Sky Factory as original documents. 6.5 Severability

If any provision of the MSA is held to be invalid or unenforceable, the remaining provisions of the MSA will remain in full force. 6.6 Waiver

The waiver by either party of any default or breach of the MSA shall not constitute a waiver of any other or subsequent default or breach. 6.7 Export Administration

Virginia Polytechnic Institute and State University agree to comply with all relevant export laws and regulations of the United States (“Export Laws”) to assure that neither its goods, products or services nor and Customer Data or any direct product thereof are (1) exported directly or indirectly, in violation of Export Laws; or (2) are intended to be used for any purposes prohibited by the Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. 6.8 Force Majeure

Blue Sky Factory’s performance shall be excused and it shall have no liability for delays, failure in performance or damages due to fire, explosion, lightning, power surges or failures,

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strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities, inability to secure materials, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, unauthorized use of Customer Data, or other causes beyond Blue Sky Factory’s control whether or not similar to the foregoing. 6.9 Publicity

Neither party shall refer to the other, or including existence and content of the MSA, in any publicity releases, interviews, presentations, promotional or marketing materials, announcements or checklists without the other’s prior written consent.

6.10 Entire Agreement The MSA constitutes the complete agreement between the parties, supersedes all prior or contemporaneous agreements for representations, written or oral, concerning the subject matter hereof and may not be modified or amended except in a writing signed by a duly authorized representative of each party. No other act, document, usage or custom shall be deemed to amend or modify the MSA. Preprinted legal terms in a purchase order shall not have any force or effect. Virginia Polytechnic Institute and State University agree that by signing below, clicking “I Agree” to the electronic version of the MSA, affixing an electronic or digital signature or other electronic assent, Virginia Polytechnic Institute and State University are agreeing to be bound to the terms of the MSA.

Blue Sky Factory – Online Marketing Services Order Form

Customer Information


Address: 40 East Cross St, Baltimore, MD 21230

Attention: Doug Broujos, VP Services

Order Effective Date: _____________________________

BSF Salesperson: _____________________________

Client Services Mgr: _____________________________

Client: Virginia Polytechnic Institute and State University

Address for Notices/Invoices: _____________________________

Admin Contact: _____________________________

Title: _____________________________

Work #: _____________________________

Cell #: ____________________________

Fax #: _____________________________

Email: _____________________________

Twitter: _____________________________

Facebook: _____________________________

Website URL:

By signing this Order, Client is offering to purchase the products/services designated below and authorizes Blue Sky Factory to order credit and other reports to ascertain Client’s creditworthiness. Client’s offer becomes a binding, legal commitment upon acceptance by Blue Sky Factory and is not

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subject to any further purchase orders, confirmations or events. Blue Sky Factory’s Master Services Agreement and, if applicable, The Publicaster Standard Terms and Conditions apply, and, together with this Order constitute the entire agreement between Client and Blue Sky Factory.

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Payment Information (credit card is preferred plan) #1: CREDIT CARD PLAN (VISA, Mastercard, American Express, Discover) PO Number (if applicible): ___________________________________ Credit Card Number: ___________________________________ Expiration Date: ___________________________________ Name on card: ___________________________________ Credit card holder billing address: ___________________________________ Credit card holder zip code: ___________________________________ Billing Contact Name: ___________________________________ Billing Contact Phone #: ___________________________________ Billing Contact email: ___________________________________ Auto-pay or Permission First?: ___________________________________ Auto-pay (BSF charges, then emails receipt); Permission-first (BSF emails invoice, then waits for authorization).

#2: INVOICE PLAN (invoice will be emailed directly to Virginia Polytechnic Institute and State University)

PO Number (if applicible): ___________________________________ Email for Invoices: ___________________________________ Terms: Net 30 Initial fees, along with Custom, Professional and/or first month’s Publicaster fees as applicable will be billed immediately. Subsequent billing will occur as per terms or this Order.

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Authorization NOW, THEREFORE, the parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives. The undersigned represents and warrants that it has the authority to enter into this Order and to authorize Blue Sky Factory, Inc. to invoice, or bill the credit card/bank account above for all fees. Customer agrees to maintain accurate billing and contact information.

For Client- Accepted By: For BSF- Accepted By:

_________________________________ _________________________________

Name Name

_________________________________ _________________________________

Signature Signature

_________________________________ _________________________________

Title Title

_________________________________ _________________________________

Company Name Today's Date

_________________________________

Today's Date

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Volume Limit

Monthly Fee Overage CPM Fee

One-time Setup Fee

Email Marketing (Publicaster application):

SELF-SERVICE: (monthly fee based on email volume during term of service)

3 year contract - option for 5, one-year renewals

9M emails per year

$2,000/month >9M<12M = $2.60 CPM >12M<24M = $2.50 CPM

$1,000


Custom Reporting Creation of 3 customized client reports and deployment of reports on timeframe specified by client (daily, weekly, monthly, etc)

$2,200

Private web-based client training 5 hour allotment (if desire less than 5 hours)

$500 ($125/hour)

Private in-person client training 1 full day of training $2,000

Planning and Consulting Services:



Social Marketing Integration Strategy & Plan Details: http://www.blueskyfactory.com/social-media-consulting/


Design & Creative Services:

Concept Development/Marketing Strategy Customized per client $125/hour


Email Campaign Landing Pages Inbox preview: See how your email will look across multiple email clients, platforms & devices before sending

No Charge - 10 sets of renderings; Additional renderings $20 per 1 set of renderings; $300 for 20 sets of renderings; $350 for 30 sets of renderings.


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Flash Presentations/Tutorials/Demos

Banner Design

Landing Page Design


Self service client Publicaster app rebrand



Mailbox Monitor

Campaign Rendering/Inbox Preview

Spam filtering analysis

Email content assessment

Dedicated IP addresses

Email list cleaning and verification

SMS Services (self and full service)

Other Services:

Account Management (CS premium level)

Custom Subscriber Preference Center (integration across services, platforms)

Custom API Integration (technical consulting)

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Attachment D to


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V I R G I N I A P O L Y T E C H N I C I N S T I T U T E A N D S T A T E U N I V E R S I T Y A n e q u a l o p p o r t un i t y , a f f i r ma t i v e ac t i o n i n s t i t u t i on

Invent the Future

Patty Branscome, Director IT Contract Management

Information Technology Acquisitions 1700 Pratt Drive (0214) Blacksburg, Virginia 24060 540/231-9471 Fax: 540/231-4110 E-mail: [email protected]

Summary of Negotiations The following statements clarify/modify or supersede the RFP proposal, or are otherwise agreed to by the parties and shall be part of Contract TS-C03-12. 1) Pricing Contractor has agreed to revise their pricing structure for Virginia Polytechnic Institute and State University for the duration of the contract as attached.

2) Acquisition of Blue Sky Factory Inc. by WhatCounts Inc. Blue Sky Factory Inc. was acquired by WhatCounts Inc. on July 1, 2011 but remains an active entity. This contract, once executed by both the Contractor known as Blue Sky Factory and Virginia Polytechnic Institute and State University remains in effect whether the Contractor is known as Blue Sky Factory Inc., or WhatCounts Inc. 3) Cooperative Procurement Negotiations were held that would allow for a cooperative procurement. However, Blue Sky Factory Inc. would not permit their services to be cooperatively procured.

4) Client-specific Rider to Blue Sky Factory, Inc. Services Terms

It is agreed that the Client-specific Rider (the “Rider”) modifies Blue Sky Factory’s Services Terms and Conditions and the Master Services Agreement between Blue Sky Factory, Inc. (“Blue Sky Factory”) and Virginia Polytechnic Institute and State University.

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ORIGINAL PRICE PER RFP:


Volume Limit


Setup Fee

Email Marketing (Publicaster application)


3 yr. contract -


7.2M emails

per year

$1,950/month >7.2M<12M = $3.25 CPM

>12M<24M = $3.00CPM

$1,000





Social Marketing Integration Strategy & Plan

Details: http://www.blueskyfactory.com/social-media-consulting/



Concept Development/Marketing Strategy

Customized per client $125/hour


Inbox Rendering Inbox preview: See how your email will look across multiple email clients, platforms & devices before sending

$20 per rendering; discounted packages available


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REVISED PRICING: Service Description Term of

Service Volume Limit


Setup Fee Email Marketing (Publicaster application)


3 yr. contract -


9 M emails

per year

$2,000/month >9M<12M = $2.60 CPM

>12M<24M = $2.50CPM

$1,000



Custom Reporting Creation of 3 customized client reports and deployment of report on timeframe specified by client (daily, weekly , monthly, etc)

$2,200

Private web-based client training 5 hour allotment (if desire less than 5 hrs)

$500 ($125/ hour )

Private in-person client training 1 full day of training $2,000



Social Marketing Integration Strategy & Plan

Details: http://www.blueskyfactory.com/social-media-consulting/






Email Campaign Landing Pages

Inbox Rendering Inbox preview: See how your email will look across multiple email clients, platforms & devices before sending

No Charge - 10 sets of renderings Additional renderings: $20 per 1 set of renderings; $300 for 20 sets of renderings $350 for 30 sets of renderings


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Additional Professional Service OfferingsPlanning and Consulting Services:

Email Program Optimization Audit

Comprehensive Testing Strategies

Design & Creative Services:


Template Design & Redesign

Creative Analysis


Flash Presentations/Tutorials/Demos

Banner Design

Landing Page Design


Self service client Publicaster app rebrand



Active Delivery Monitoring

Delivery Lite Reporting

Dedicated IP addresses

Email list cleaning and verification

SMS Services (self and full service)

Other Services:

Campaign Production Services

Custom API Integration (technical consulting)

$150-$200/hourmanaged campaign services (see data sheet)


identification of valid email addresses $0.01/email address

Services provided by a third party company with

discounted pricing for Blue Sky Factory/WhatCounts

clients)

varies based on sending

volume

extensive delivery monitoring and consultation $1,850 -$5,500 /month

monthly report on deliverability stats and trends $250/month

annual fee $199 per IP


Whitelisting service provided by Return Path

(discounted application cost if referred by Blue Sky

Factory/WhatCounts)

varies based on sending

volume








Full template design & coding One: $750 one-time

Package of 2: $1,300

Package of 3: $1,800

Customized per client (see data sheet) $125/hour

Customized per client (see data sheet) $2,500-$10,000

Description of Service Pricing

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