Manage your marketing KPIs all in one place

1. ACCEPTANCE OF TERMS

1.1. CAMPAIGNSWELL INC., 651 N Broad St, Suite 201 Middletown, DE 19709, (hereinafter “CAMPAIGNSWELL”, “we”, “us” or “our”) welcomes you. CAMPAIGNSWELL provides services which help businesses to effectively monitor and manage their marketing and business activities. Please read carefully the rules and restrictions that govern your use of the CAMPAIGNSWELL platform. The CAMPAIGNSWELL platform is a platform created to give developers access to tool sets under a centralized service and is made up of multiple individual technologies including analytic measurement, monetization analytics, live operation management, mobile install tracking attribution, and marketing campaign automation. (the “Service”). We provide the Service to you, a natural or legal person (hereinafter “Customer”, “you” or “your”). You are subject to the following Terms of Service, Order Form, Reports, Privacy Policy and Data Processing Agreement (“Customer DPA”), which collectively constitute the entire agreement between you and us with respect to the Service.

1.2. By signing the Order Form and creating an Account with CAMPAIGNSWELL, You accept and agree to be bound by the CAMPAIGNSWELL’s Terms Of Service, Order Form, Customer DPA, Privacy Policy, and Reports and other documents expressly incorporated by reference (the “Agreement” or “Terms”) on the date of such acceptance or signature (the “Effective Date”). Your continued use of the Service provided by CAMPAIGNSWELL means that you have read, understood, accepted and agreed to all of the following terms. By using the Service, entering into this Agreement, you are creating a binding contract with us.

1.3. If you are handling and signing this Agreement on behalf of your employer, partner or any other entities, you shall guarantee that you have obtained a lawful and valid authorization and represent and warrant that: (i) you have full legal authority to bind your employer, partner or the applicable entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree on behalf of the party that you represent to these Terms.

1.4. We may revise or update this Agreement by posting an amended version at https://campaignswell.com/terms and making you aware of the revisions, which may be through email, text, or through your account notification functions or otherwise. Your use of the Service following an update to this Agreement (or other acceptance method if any) is considered acceptance of the updated Agreement.

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2. CERTAIN DEFINITIONS

‍In this Agreement, the following words have the meanings set out below. All capitalized terms not defined herein shall have the meaning set forth in the Agreement:

“Account” refers to Your Account for the Service, which You will receive when You create or sign up for a CAMPAIGNSWELL Account;

“Applicable Data Protection Law” means any applicable legislative or regulatory regime enacted by a recognized government, or governmental or administrative entity with the purpose of protecting the privacy rights of natural persons, in particular:

(i) the California Consumer Privacy Act (“CCPA”) of 2018/the California Privacy Rights Act (“CPRA”) of 2023,

(ii) The Colorado Privacy Act (“CPA”) of 2023,

(iii) The Connecticut Data Privacy Act ( “CTDPA”) of 2023,

(iv) The Virginia Consumer Data Protection Act (“CDPA”) of 2023,

(v) Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”) S.C. 2000, ch. 5, and any provincial legislation deemed substantially similar to PIPEDA under the procedures set forth therein,

(vi) the General Data Protection Regulation 2016/679 (“GDPR”) and supplementing data protection law of the European Union Member States,

(vii) the United Kingdom’s Data Protection Act 2018 and the GDPR as saved into United Kingdom law by virtue of Section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (“UK GDPR”),

(viii) the Swiss Federal Data Protection Act (“Swiss DPA”),

(ix) the Brazilian General Data Protection Law ("LGPD"), Federal Law no. 13,709/2018,

(x) the ePrivacy Directive 2002/58/EC (the “Directive”), together with any European Union Member national implementing the Directive.

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“CAMPAIGNSWELL Content” means all content, including without limitation software (in object or source code form), script, programming code, data, information, structural hierarchies, interfaces, processes, HTML code, trademarks, service marks, proprietary logos, distinctive brand features, images, illustrations, graphics, multimedia files and/or text, contained in the CAMPAIGNSWELL Platform, as well as the structure, selection, coordination, expression, “look and feel”, and arrangement of the CAMPAIGNSWELL Platform, and all Intellectual Property Rights therein or relating thereto.

“CAMPAIGNSWELL links” means the proprietary CAMPAIGNSWELL tracking code, which is provided by CAMPAIGNSWELL and installed by You in a Product for the purpose of collecting Product Data, together with any fixes, updates and upgrades provided to you (collectively, the “CAMPAIGNSWELL links”).

“CAMPAIGNSWELL Platform” means CAMPAIGNSWELL’ proprietary online software as a service (“SaaS”) platform located at https://www.campaignswell.com/ (including, without limitation, any successor domains or subdomains thereof), together with any fixes, updates, enhancements and upgrades thereto. Without limiting the foregoing, the CAMPAIGNSWELL Platform shall include the CAMPAIGNSWELL Content, the Reports, and the Product Data.

“End User” means a user of Your Product(s);

“Fees” shall have the meaning described in section 5 below;

“Monthly”, “Month” shall mean a period of 30 days;

“Party” means a party to this Agreement and shall be a reference to You or CAMPAIGNSWELL, as the context requires and “Parties” shall mean both CAMPAIGNSWELL and You collectively;

“Payment Processing Partner” shall have the meaning described in section 5 below;

“Personal Data” means any information relating to a “Data Subject”, defined herein as an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“Processing Software” means the proprietary CAMPAIGNSWELL software and all upgrades to such, which is hosted by CAMPAIGNSWELL on the Servers and which analyzes the Product Data and generates the Reports relating to Product(s);

“Product” means any web or mobile product that is owned by the Customer and is linked to an Account and uses the same CAMPAIGNSWELL links.

“Product Data” means the information data concerning the characteristics and activities of End Users that is collected through use of the CAMPAIGNSWELL links and then forwarded to the Servers and analyzed by the Processing Software;

“Reports” means accompanying proprietary documentation made available to You by CAMPAIGNSWELL for use with the Service, including documentation available online or otherwise;

“Servers” means the servers controlled by CAMPAIGNSWELL (or its wholly owned subsidiaries) or a third party appointed by CAMPAIGNSWELL upon which the Processing Software and Product Data are stored;

“Service” shall have the meaning described in section 1 above;

“Software” means the CAMPAIGNSWELL links and the Processing Software, and all software used to access, view, or modify reports or access rights to CAMPAIGNSWELL;

“Technical Partner” shall have the meaning described in section 4 below;

“Website” means CAMPAIGNSWELL’ official website located at https://www.campaignswell.com/ and all associated sites linked to https://www.campaignswell.com/ by CAMPAIGNSWELL.

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‍3. IMPORTANT NOTICE

‍3.1. While we make reasonable efforts to ensure that the Service remain available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that you will be able to access or use the Service, or its features, at all times.

3.2. You understand and agree that the Service, the Software and the Website are provided “AS-IS”, and that CAMPAIGNSWELL assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings, or any other type of data, as defined in Section 11. You are responsible for obtaining and managing access to the Service, the Software and the Website..

3.3. The Service and Reports provided to you when you use the Service, are for information purposes only.

3.4. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. We reserve the right to deny all or some portion of the Service to any Customer, in our sole discretion, at any time. The Service may function on specific web browsers, web browser versions, and may not be compatible with all browsers or browser versions, or with certain operating systems or operating system versions. The Service may contain typographical errors or inaccuracies and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.

3.5. The Reports appearing on the Service are for information purposes only and are not intended to and DO NOT constitute marketing or financial or any other advice. Those accessing the Reports appearing on the Service should not act upon them without first seeking the advice of a marketing, financial, investment, or other professional. The Reports should not be used as a substitute for consultation with a professional adviser.

3.6. Certain part of the Service may be provided by CAMPAIGNSWELL’ technical partners or vendors (“Technical Partner”) who has entered into agreement with CAMPAIGNSWELL and Your use of the Service shall be subject to the terms of use and the data protection agreement of the Technical Partner besides this Agreement. You shall accept and be bound by all legal documents provided by the Technical Partner before using the Service. In case of any discrepancy between the legal documents of the Technical Partner and this Agreement, the legal documents of the Technical Partner take precedence.

3.7. You hereby agree and acknowledge that you have fully apprised yourself of this disclaimer.

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4. ACCOUNT, PASSWORD AND SECURITY

4.1. To register for the Service, You must complete the registration process by providing CAMPAIGNSWELL with current, complete and accurate information as prompted by the registration form, including Your email address (username) and password. You represent that You are of legal age to form a binding contract.

4.2. You shall protect the confidentiality of the passwords and username issued to you by CAMPAIGNSWELL and take full responsibility for Your own, and third party, use of Your password or Account. From time to time, CAMPAIGNSWELL support staff may log in to the Service under Your username in order to maintain or improve the Service, including to provide You assistance with technical or billing issues. You hereby acknowledge and consent to such access.

4.3. You are also responsible for any and all activities that occur on, or otherwise in connection with Your Account and use of the Service. You agree to immediately notify CAMPAIGNSWELL of any unauthorized use of any of Your Account or passwords, as well as any other security breach related to Your Account.

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5. USE BY THIRD PARTIES

5.1. If You provide access to Your Account or any portion thereof to any third party or use the Service to collect information on behalf of any third party, whether or not You are authorized to do so by CAMPAIGNSWELL or its wholly owned subsidiaries, the terms of this Section 5 shall apply.

5.2. If You use the Service on behalf of any third party, you hereby represent and warrant to CAMPAIGNSWELL that:

5.2.1. You are fully authorized to act on behalf of such third party and to bind such third party to this Agreement; and

5.2.2. as between that third party and You, such third party owns all right, title and interest in and to the Product Data in any relevant Account(s).

5.3. Without prejudice to Clause 5.2, You shall ensure that each such third party complies with the terms of this Agreement as if it were a party hereto in substitution for You. Any information of any such third party that is considered confidential shall be treated as confidential by You and shall not be disclosed to any other third party. Without prejudice to the foregoing, You agree that You shall not disclose any Product Data belonging to any third party on whose behalf You use the Service without the prior written consent of such third party.

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6. ELIGIBILITY

6.1. You represent that You are of legal age to form a binding contract and use the Service. By using the Service, you represent that you meet legal age requirements.

6.2. If you are an individual entering into these terms on behalf of a legal entity, you hereby represent and warrant to us that you are authorized to enter into these terms on behalf of such entity and bind such entity to these terms, in which case, the terms “you” and “your” will refer to such entity. If you no longer have this authority, then you shall inform us and the legal entity shall provide us with a new authorized representative without any delay.

6.3. Some Service may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Service. We reserve the right to amend or eliminate these eligibility requirements at any time.

6.4. By using the Service, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement, and that you commit to abide by all the terms and conditions herein.

6.5. If you do not possess full legal capacity to enter into this Agreement, you are not allowed to use the Service.

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7. PAYMENT TERMS

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7.1. Fees. You shall make payment to CAMPAIGNSWELL for the use of the Service (“Fees”) in accordance with the payment terms and conditions set forth in this Agreement (in Order Form, Website and Terms of Service).

We offer several subscription options for the use of the Service. Information about our current subscription options and the Fees applicable is available at https://www.campaignswell.com/pricing. We reserve the right to change the Fees at any time. CAMPAIGNSWELL shall provide You notice of the changes to the Fees or payment policies at https://www.campaignswell.com/pricing a month prior to changes and Your continued use of the CAMPAIGNSWELL Platform following such notification shall be deemed to be acceptance of such change.

7.2. Any payable amounts of the Fees are exclusive of all applicable taxes and government charges, and you shall make payment to CAMPAIGNSWELL without deduction for and free and clear of any such amounts. You shall be solely liable for payment of any applicable taxes (including VAT) and other government charges of any nature whatsoever assessed against You to such Fees. Each Party shall pay its own taxes as they fall due and shall indemnify and hold harmless the other Party from any and all claims and liability arising from its failure to report or pay such taxes. The Fees paid by you are non-cancelable and non-refundable despite whether you use them, access them, benefit from them or not, unless otherwise set forth in the Agreement.

7.3. We may provide you with access to the Service on an unpaid trial or free basis and we may suspend, limit or terminate such access at any time for any reason (including your inactivity) with or without notice.

7.4. Currency and Payment. All Fees shall be paid in United States Dollars. You shall pay the Fees by wire transfer, check or major credit cards. We reserve the right to add payment methods or cease previously supported payment methods at any time without any notice to you at our sole discretion. We may request and you shall provide additional information required to complete your payment. By providing any credit card, online account or bank information, you authorise us for the term of this Agreement to automatically charge or debit the selected payment method for the full amount due on a recurring basis (if applicable) until you notify us in writing with an alternative, authorised payment method. You represent and warrant that you are lawfully permitted to use the selected payment method in connection with the Service.

7.5. Payment Processing Partner. We may engage third party payment processors to process your payments (“Payment Processing Partner”). If we do, you must carefully read those Payment Processing Partner’ terms and conditions that will be binding for you together with this Agreement. You hereby acknowledge that such Payment Processing Partner may charge commission for your payment and we are not responsible for such commission.

7.6. Billing Cycle. Our Service is subject to a billing cycle that determines how and when you are billed for using it. The billing cycle is a critical component of our Agreement with You, outlining the period over which service fees will be calculated and charged. Our Service will operate under billing cycle model as agreed By Parties in Order Form.

7.7. Upon the preparation and finalization of the billing statement for the preceding billing period, CAMPAIGNS WELL shall issue an invoice, which shall be dispatched to Customer via electronic mail. It shall be the sole responsibility of Customer to maintain accurate and current contact information to ensure the prompt receipt of such invoices. Failure to receive timely notification due to outdated or incorrect contact information shall not constitute grounds for non-payment or delay in payment of the invoiced amounts.

7.8. Late Payment. If any payment is delayed by you, you shall provide a notification of such delay to us, and a default interest at a rate of eight percent (8%) per annum (but in no event more than the maximum rate permitted by the applicable law) shall each time accrue on any amount due hereunder from the date such amount became payable until the date of actual payment. For the avoidance of doubt, our entitlement to such default interest herein shall not affect any other rights of CAMPAIGNSWELL, or any of your obligations and responsibilities under this Agreement. In addition, if any payment is delayed, CAMPAIGNSWELL, without limiting any remedies available to it, may: (i) terminate the Agreement with or without notification to you, (ii) suspend performance of or access to the Service, until payment is made current. You hereby agree to reimburse us for all legal costs and attorney fees incurred by CAMPAIGNSWELL with regard to the delay of any payment under the Agreement.

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8. INTELLECTUAL PROPERTY

8.1. License. CAMPAIGNSWELL hereby grants You a limited, revocable, non-exclusive, non-transferable license (without the right to sub-license) to install, copy and use the CAMPAIGNSWELL links solely to the extent necessary to use the Service for one or more Product(s) that You own and control. CAMPAIGNSWELL also grants you the right to remotely access, view and download the Reports relating to Product(s). Your license of the CAMPAIGNSWELL links and your use of and access to the Service (which includes, without limitation, the Software, Reports relating to Product(s)) is conditional upon Your compliance with the terms and conditions of the Agreement.

8.2. You will not nor will You allow any third party to:

8.2.1. copy, modify, adapt, translate or otherwise create derivative works of the Website, the Software or the Reports;

8.2.2. reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Website or the Software, except to the extent applicable laws specifically prohibit such restriction

8.2.3. use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website and the Software, or in any way reproduce or circumvent the navigational structure or presentation of the Website and the Software, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website and the Software;

8.2.4. rent, sublicense, lease, sell, assign or otherwise transfer rights (or purport to do any of the same) in or to the CAMPAIGNSWELL links, the Processing Software, the Reports or the Service;

8.2.5. remove any proprietary notices or labels on the Software or which are otherwise placed by the Service; or

8.2.6. use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software. Subject to Clause 8.3, You will use the Software, Service and Reports relating to Product(s) solely for Your own internal use, and will not make the Software or Service available for time sharing, application service provider or service bureau use. You will comply (and shall ensure that any third parties to whom You grant access to the reporting functions of the Software comply) with all applicable laws and regulations relating to the use of and access to the Website, the Reports, Software, Service.

8.3. You may not provide access to the Software to third parties. However, You may (at Your own risk) provide access to the reporting functions of the Software to third parties (a “Third Party”) as long as You do not directly or indirectly charge a service fee for granting such access and provided that You remain responsible for such Third Parties’ use of any information or other material You provide.

8.4. The license granted above and Your right of use of the Service will terminate immediately if You fail to comply with the terms of this Agreement and the provisions of Clauses 8.5.-8.6. will apply.

8.5. CAMPAIGNSWELL shall own all right, title and interest, including without limitation all intellectual property rights in the Service, (and any derivative works or enhancements thereof) which includes but is not limited to the Software and the Reports, all rights in and to the Service (including the Software and the Reports) not expressly granted to You in this Agreement are hereby expressly reserved and retained by CAMPAIGNSWELL and its licensors.

8.6. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to):

8.6.1. use the trademarks, service marks, trade or business names, logos, domain names, other distinctive brand features or any other copyrighted material or other proprietary rights owned by CAMPAIGNSWELL and which are associated with the Service without the express written consent of CAMPAIGNSWELL;

8.6.2. register, attempt to register or assist any third party to register or attempt to register any trademark, service mark, trade or business name, logo, domain name, other distinctive brand feature or any other copyrighted material or proprietary right associated with the Service or with CAMPAIGNSWELL, otherwise than in the name of CAMPAIGNSWELL and with CAMPAIGNSWELL express prior written consent;

8.6.3. remove, obscure or alter any notice of copyright, trademark or other proprietary right notice appearing in or on any item included with the Service.

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9. THIRD PARTY CONTENT AND LINKS

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9.1. The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties, including our service providers, business partners, and other subscribers (“Third Party Content”). We do not endorse any Third Party Content that may appear while using the Service or that may be derived from other content that may appear by using the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

9.2. Any and all statements, opinions, services, and other information or content expressed or made available through your use of the Service, including by third parties, are those of the respective author(s) or providers and not of ours. Any reliance you place on Third Party Content is made at your own risk. Please see our Disclaimers and Limitation on Liability, below. Please seek professional advice of your choosing, if and as appropriate, regarding the evaluation of any content accessible through the use of the Service.

9.3. Our Website may also contain links to websites and other online resources that are operated by parties other than CAMPAIGNSWELL (“Linked Sites”). Linked Sites are made available solely for your reference and convenience. We do not endorse the operators or operation of such Linked Sites or any of the content on such Linked Sites. We make no representations or warranties whatsoever regarding the content to be found or quality of operation of any Linked Site. We are not responsible for the availability of the Linked Sites or the content or activities of such Linked Sites, or for the privacy policies of Linked Sites. Use of Linked Sites is made at your own risk. You agree that CAMPAIGNSWELL will have no liability to you or any other person or entity for the use of third party Linked Sites, which use may be subject to any applicable policies (including privacy policies) and terms and conditions of use of such Linked Sites.

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10. CONFIDENTIALITY

10.1. For the purposes of this Agreement, “Confidential Information” includes any proprietary data and any other information disclosed by one Party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information or any allowed usage by CAMPAIGNSWELL of information as described in this Agreement.

10.2. Neither party will use or disclose the other Party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

10.3. Publicity. Unless an agreed confidentiality agreement has been signed by both parties which expressly outlines that the cooperative relationship is the confidential information of each party and disclosure of it is not allowed, Customer hereby acknowledges and expressly consents to CAMPAIGNSWELL’ disclosure of the cooperative relationship between CAMPAIGNSWELL and Customer and CAMPAIGNSWELL’ use of the name, logo, trademark, trade name or any other marks of Customer in publicity (e.g. CAMPAIGNSWELL’ Website) or CAMPAIGNSWELL advertising or other marketing activities (e.g. CAMPAIGNSWELL’ customer listing, marketing materials). If Customer objects to such disclosure or use by CAMPAIGNSWELL, Customer needs to notify CAMPAIGNSWELL by email to: support@ campaignwell.com, and CAMPAIGNSWELL will remove the related information about Customer within five (5) business days.

10.4. Non-Resale of Downloaded Data:

by accessing and using the Service, You acknowledge and agree to the following terms regarding the downloaded reports and exported data:

10.4.1. Confidentiality Obligations: The Reports and exported data downloaded from the CAMPAIGNSWELL Platform (“Downloaded Data”) are considered confidential and proprietary information. Company agrees to maintain the utmost confidentiality with respect to the Downloaded Data and treat it as strictly confidential.

10.4.2. Prohibition of Resale: You expressly agree not to resell, distribute, publish, reproduce, or otherwise make the Downloaded Data available to any third party, whether for commercial or non-commercial purposes, without obtaining our prior written consent. This prohibition includes, but is not limited to, selling, licensing, sublicensing, leasing, or providing access to the Downloaded Data to any other individual, organization, or entity.

10.4.3. Non-Disclosure: You shall not disclose, display, or make public any portion of the Downloaded Data, including but not limited to individual reports, data sets, visualizations, or any other form of information derived from the Downloaded Data, to any third party without our express written consent.

10.4.4. Usage Restrictions: You are authorized to use the Downloaded Data solely for internal purposes and strictly within the scope of your legitimate business operations. Any other use, including but not limited to research, analysis, benchmarking, or any other commercial activity, is strictly prohibited unless otherwise agreed upon in writing.

10.4.5. Intellectual Property Rights: All intellectual property rights, including but not limited to copyrights, trademarks, and any other proprietary rights related to the Downloaded Data, shall remain the exclusive property of our organization or its licensors. Nothing in these terms shall be construed as granting you any ownership or intellectual property rights over the Downloaded Data.

10.4.6. Breach and Remedies: In the event of a breach of this clause, we reserve the right to seek injunctive relief, damages, or any other legal remedy available under applicable law. Additionally, we may suspend or terminate your access to the Service and take any necessary steps to protect our rights and interests.

10.4.7. Survival: This Section 10 shall survive the termination or expiration of any agreement or relationship between You and our organization, ensuring the ongoing protection of the Downloaded Data.

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11. WARRANTIES AND DISCLAIMER

11.1. CAMPAIGNSWELL may make improvements and/or changes in the Service, the Software or the Website at any time, with or without notice. The Service, the Software, the Website and the Reports relating to Product(s) are provided “AS IS” with all faults and CAMPAIGNSWELL gives no warranties with respect to any of them. Without limiting the generality of the foregoing, CAMPAIGNSWELL does not represent or warrant that:

11.1.1. the use of the Service, the Website or the Software will meet your requirements or be uninterrupted, secure or error-free;

11.1.2. that defects will be corrected;

11.1.3. that the Service, the Website, the Software or any other software on the Server are free of viruses or other harmful components;

11.1.4. that the use of the Service and any information available through the Service (including the Reports relating to Product(s)) will be correct, accurate, timely or otherwise reliable.

11.1.5. that the Service, the Website, the Software or any other software on the Server are non-infringing;

11.1.6. that the Report, advice or insight given by CAMPAIGNSWELL shall create a warranty.

11.2. Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these warranties.

You represent and warrant:

(i) that the information that you have provided to us, including all information provided with respect to any payments under the Agreement including billing information, is complete, accurate and true, and agree to update it as necessary;

(ii) you are qualified and authorised to post, upload, make decisions based upon, the materials or information that you make available to us, including the End Users’ Data (as defined below) as required by applicable law, regulation and best industry standards

11.3. You agree that you will not violate any applicable law or regulation in connection with your use of the Service.

You further agree that you will not do any of the following:

(i) violate any applicable law or regulation in connection with your use of the Service;

(ii) breach, by using the Service, any agreements that you enter into with any third parties;

(iii) modify, adapt, translate, copy, reverse engineer, decompile or disassemble any underlying code of the Service;

(iv) interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;

(v) transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;

(vi) attempt to probe, scan or test the vulnerability of a system or network of the Service or to breach security or authentication measures without proper authorization;

(vii) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

(viii) harvest or collect the email address, contact information, or any other personal information of other users of the Service;

(ix) use any means to crawl, scrape or collect content from the Service via automated or large group means;

(x) make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;

(xi) impersonate any other person or business;

(xii) attempt to access or access any portion of the Service that is not public; or

(xiii) attempt to override or override any security measures in place with regard to the Service.

11.4. CAMPAIGNSWELL reserves the right, in its sole discretion, to protect the customers from violators and violations of these rules, including but not limited to restricting your use of the Service, immediately terminating your use of the Service, terminating your Account, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these warranties.

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12. LIMITATION ON LIABILITY

12.1. Nothing in this Agreement shall exclude or limit either Party’s liability for:

12.1.1. fraud or fraudulent misrepresentation;

12.1.2. breach of any implied condition as to title or quiet enjoyment; or

12.1.3. misuse of confidential information.

12.2. Nothing in this Agreement shall exclude or limit either Party’s liability: for breach of Clause 8 (Confidentiality) or for infringement of the other Party’s intellectual property rights.

12.3. Subject to Clauses 12.1 and 12.2, neither Party shall be liable in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with this Agreement for:

12.3.1. any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services);

12.3.2. any loss of goodwill or reputation;

12.3.3. any special, indirect or consequential losses; whether or not such losses were within the contemplation of the Parties at the date of this Agreement.

12.4. Subject to Clauses 12.1 and 12.2, You agree that CAMPAIGNSWELL and its wholly owned subsidiaries shall not be responsible for or have any liability in relation to unauthorized access to or alteration of the Product Data or data from Your Product(s).

12.5. CAMPAIGNSWELL shall have no liability for any error, defect, failure or delay in the Service. Without prejudice to the generality of the foregoing, CAMPAIGNSWELL shall have no liability for any failure or delay in the Service: any special, indirect or consequential losses; whether or not such losses were within the contemplation of the Parties at the date of this Agreement

- caused by outages to any public Internet backbones, networks or servers; any special, indirect or consequential losses; whether or not such losses were within the contemplation of the Parties at the date of this Agreement;

- caused by any failures of Your equipment, systems or local access services or

- due to previously scheduled maintenance.

12.6. Subject to Clauses 12.1 and 12.2, CAMPAIGNSWELL’ (and its wholly owned subsidiaries’) total cumulative liability (whether in contract, tort – including negligence – or otherwise) to You under or in connection with this Agreement shall not exceed USD 500 (five hundred US dollars).

12.7. Subject to Clause 12.6. this limitation shall not apply to any damage that we cause you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement or as a matter of law or regulation.

12.8. SOME STATES MAY NOT PERMIT CERTAIN LIMITATIONS, AND ANY SUCH LIMITATIONS ARE VOID WHERE PROHIBITED.

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13. INDEMNIFICATION

13.1. You agree to indemnify CAMPAIGNSWELL and, its agents, affiliates, directors, officers, employees and partners against any loss, liability or cost arising out of

13.1.1. Your violations of any applicable laws, rules or regulations in connection with Your use of the Service;

13.1.2. Any breach of the provisions of this Agreement by You or any third party to whom You provide access to Your Account or the reporting functions of the Software; and

13.1.3. any claim against CAMPAIGNSWELL made by any such third party in connection with the third party’s access to Your Account or the Service;

13.1.4. Your violations of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through Your use of the Service.

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14. DATA PROCESSING

14.1. Both Parties hereby agree to incorporate data processing agreements and EU Standard Contractual Clauses, UK IDT Addendum or an International Data Transfer Agreement (“IDTA”) (when and to what extent is applicable) for data processing and transfers between You and CAMPAIGNSWELL (collectively “Customer DPA”), Privacy Policy, available at https://www.campaignswell.com/privacy, into this Agreement, and agree to comply with the provisions in the Customer DPA and Privacy Policy.

14.2. CAMPAIGNSWELL shall have the right to use all necessary data, including Product Data, collected during the Service or otherwise pursuant to this Agreement (i) to perform its obligations and enforce its rights under this Agreement, (ii) to operate and improve its Service, and (iii) for analytics and general reporting or research purposes, notably as part of the Service enhancement. You grant to CAMPAIGNSWELL a worldwide, perpetual, irrevocable, non-transferable, non-exclusive, royalty-free license to use any such data for the purposes set forth herein.

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15. END USERS’ DATA

15.1. In order for us to provide the Service, in accordance with Customer DPA and Privacy Policy you provide us or make available to us certain data of the End Users of your Product(s) (“End Users’ Data”) including those from third party services.

15.2.You represent and warrant that:

(i) You will comply with your obligations relating to Personal Data that apply to You under Applicable Data Protection Laws (including applying appropriate technical and organizational security measures to prevent the occurrence of a personal data breach) under or in connection with this Agreement;

(ii) You must not circumvent any privacy features (e.g., an opt-out) that are part of the Service and You will not by act or omission, cause CAMPAIGNSWELL to violate any Applicable Data Protection Law, notices provided to, or consents obtained from, data subjects as result of processing Personal Data in connection with the Service and this Agreement;

(iii) You have provided adequate notices and have obtained valid consents and permissions from data subjects (including without limitation all End Users and other individuals), in each case, to the extent necessary for CAMPAIGNSWELL to analyze and process End Users’ Data (including Personal Data) in connection with this Agreement and as described in Customer DPA and Privacy Policy;

(iv) if you provide (or give us authorization to receive) the End Users’ Data from any third party source (example: Google, Facebook), you will comply with the terms and conditions of such third party including those governing the processing of the End Users’ Data;

(v) You shall not deliver, disclose or make available to us via the Account or by other means any Protected Health Information (as defined under the United States Health Insurance Portability and Accountability Act of 1996 (as amended), any “ non-public personal information” (as defined by the Gramm-Leach-Bliley Act of 1999 (as amended), any information which is considered sensitive as per the enumerated categories at Cal. Civ. Code §1798.81.5(d), or any ‘Special Categories of Data’ within the meaning of the EU/UK General Data Protection Regulation (GDPR) and other Applicable Data Protection Law;

15.3. You will be solely responsible for the accuracy and quality of the End Users’ Data.

15.4. We will collect the End Users’ Data from third party sources indicated by you and process them as set forth in Data Processing Agreement, Privacy Policy to provide you the Service.

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16. GOVERNING LAW AND JURISDICTION

All matters relating to the Service and these Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State Delaware, USA without giving effect to any choice or conflict of law provision or rule (whether of the USA or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Agreement or the Service shall be instituted exclusively in the State Delaware, USA although we retain the right to bring any suit, action or proceeding against you for breach of these Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

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17. ELECTRONIC COMMUNICATION

17.1. General Provisions. In this Agreement, "Communications" means disclosures, notices, agreements, fee schedules, privacy policies, statements, records, documents, and other information we provide to you, or that you sign and submit or agree to at our request.

We provide information to you electronically. By accepting this Agreement, you agree that you are willing and able to receive Communications in electronic form, and consent to receive Communications in electronic form. If you do not give your consent to receive Communications in electronic, you may not register an Account. If you withdraw your consent to electronic Communications at any point after providing consent hereunder, we reserve the right to terminate your Account.

17.2. Delivery Methods. We will deliver Communications to you electronically, either through our Website; or through electronic mail specified by You while registration of Account ("E-mail"). If we do not deliver Communications to you through the above manners, we will tell you where you can go to receive such Communications.

We may be required by law to deliver certain Communications to you on paper even though you have consented to receive it electronically.

17.3. Hardware and Software Requirements. To receive and retain electronic Communications from us, you will need the following:

A computer or mobile device with an operating system that supports everything below;
An internet connection;
A current version of a web browser that we support Google Chrome, Safari;
A hard drive or other method of storing data;
A valid, active email address; and
A current version of a program that displays PDF files.

We may update these requirements periodically in order to maintain our ability to provide electronic Communications; if these requirements change in a substantial way, we will notify you of the changes.

17.4. Updating Contact Information. It is your responsibility to maintain accurate and current contact information so that we may send you electronic Communications. You can update your email address and other contact information by emailing us at support@campaignswell.com.

17.5. Requesting Paper Copies. We may choose to make paper copies of certain electronic Communications available upon request, but assume no obligation to do so. You may obtain a paper copy of an electronic Communication by printing it.

17.6. Communications in Writing. We are required by law to give you certain information in writing. All Communications delivered to you in either electronic or paper format will be taken as information delivered "in writing."

17.7. Withdrawing Consent. You have the right to withdraw your consent to this Agreement at any time. Withdrawing consent will terminate the Service and any related data, including access to our Website (except for the publicly available content). A balance refund check may be issued you upon account termination in accordance with this Agreement. You may withdraw consent by e-mailing us at support@campaignswell.com.

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‍18. TERM AND TERMINATION

18.1. The term of this Agreement shall commence on the Effective Date and shall remain in effect during the term specified in the Order Form signed by the Parties.

18.2. Either Party may terminate this Agreement upon mutual agreement.

18.3. Either Party may terminate this Agreement if the other party is in breach of this Agreement and fails to cure such breach within fifteen (15) days after the non-breaching party provides notice of the breach.

18.4. Either Party may also terminate this Agreement immediately upon notice if the other party (i) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership, (ii) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors, or takes advantage of any law for the benefit of debtors, or (iii) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest.

18.5. CAMPAIGNSWELL reserves the right to terminate this Agreement at any time for convenience, upon giving fifteen (15) days written notice to the Customer. Such notice shall be deemed sufficient if sent via email to the email address provided by Customer. This termination does not require the demonstration of any cause and shall be effective as specified in the notice.

18.6. CAMPAIGNSWELL may also immediately disable or suspend your access to and use of the Service if CAMPAIGNSWELL believes in good faith that your conduct or failure to act may: (i) pose a security risk or otherwise adversely impact the Service, systems, or other users; (ii) constitute or enable tampering with, removing, disabling, or otherwise limiting the effectiveness of any technical protections; (iii) subject CAMPAIGNSWELL, any reseller, or any other user to liability; or (iv) expose the Service or any of its functionalities to the risk of appropriation, replication, or use by competitors in a manner that could diminish the competitive advantage of CAMPAIGNSWELL.

18.7. Upon any termination or expiration of this Agreement:

(i) CAMPAIGNSWELL will cease providing the Service, and You will delete all copies of the CAMPAIGNSWELL links in your possession and certify to CAMPAIGNSWELL within three (3) business days of such termination that you have carried out such deletion;

(ii) Any outstanding balance for any part of the Service rendered through the date of termination, or other unpaid payment obligations during the remainder of the term of this Agreement will be immediately due and payable in full; and

(iii) All of Your historical report data will no longer be available to You unless You and CAMPAIGNSWELL enter into a written agreement for the exchange and transfer of such data.

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19. GENERAL PROVISIONS

19.1. Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

19.2. Revisions. This Agreement is subject to change on a prospective basis at any time. In the event that we change this Agreement, you may be required to reaffirm the Agreement through use of the Service or otherwise. Your use of the Service after the effective date of any changes will constitute your acceptance of such changes.

19.3. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

19.4. Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorised assignment by you shall be null and void.

19.5. No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

19.6. Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and you further agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

19.7. Force Majeure. In no event shall we or our affiliates be liable to you for any damage, delay, or failure to perform resulting directly or indirectly from any event or circumstance not within our control.

19.8. Entire Agreement. This Agreement, including Order Form, Customer DPA, Privacy Policy, Reports, and other documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

19.9. This website is operated by:

CAMPAIGNS WELL INC.

651 N Broad St, Suite 201 Middletown,

DE 19709

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