Terms and Conditions of Service of Campaignium, LLC, Version 2.0, effective as of February 19, 2026. This Terms and Conditions of Service (the “Agreement”) is entered into by and between Campaignium, LLC, a Missouri limited liability company (“Campaignium”), and you (the “Client”), effective on the earliest of when you consent to that certain marketing proposal prepared for you by Campaignium (the “Marketing Agreement”), or the date services are first provided (the “Effective Date”). AGREEMENT In consideration of the mutual promises, covenants, and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Campaignium and Client agree as follows:
1.1. “Company Equipment” means computer hardware, software, telecommunications
In addition to those terms defined in the body of this Agreement, the following words, terms and phrases, where written with an initial capital letter will have the meanings set forth below: or other equipment owned or operated by Campaignium, including the host server, used to provide the Hosting Services.
1.2. “Hosting Services” means any web hosting services described in the Marketing
Agreement.
1.3. “Hosted Sites” means the websites that Campaignium agrees in writing to host
pursuant to this Agreement, which are initially those set forth in the Marketing Agreement, and such other Client Sites as the parties may mutually agree in writing from time to time. Campaignium must approve each such additional Client Site in writing before such additional website will be deemed a Hosted Site. Each Hosted Site will be designated by a unique domain name, and each unique domain name hosted by Campaignium will be deemed a separate Hosted Site. Client may not provide any hosting for any third parties through any Hosted Site without the prior written approval of Campaignium.
1.4. “Campaignium Content” means the content created by Campaignium or its
contractors during the term of this Agreement, including but not limited to text, logos, scripts, software, photo and video files, electronic documents, and all other content of any type.
1.5. “Client Content” means the content created by Client during the term of this
Agreement, including but not limited to text, logos, scripts, software, photo and video files, electronic documents, and all other content of any type.
1.6. “Client Marks” means all trademarks, trade names, service marks and logos of
Client provided by Client to Campaignium for use under this Agreement.
1.7. “Outside Content” means products that may include, but are not limited to
server-side applications, clip art, “back-end” applications, music, stock images, or any other copyrighted work which Campaignium deems necessary to purchase on behalf of Client to provide the Services.
1.8. “Services” means the Services to be provided by Campaignium which are
described in the Marketing Agreement.
1.9. “Deliverables” means any products resulting from Services that will be delivered to
or used on behalf of Client including but not limited to images, code, software, and websites.
1.10. “Hosting Service Levels” means the usage thresholds, performance parameters,
limitations, service characteristics, and hosting service tiers applicable to the Hosting Services, as established or modified by Campaignium from time to time pursuant to this Agreement.
1.11. “Hosting Service Tier” or “Hosting Tier” means a classification of Hosting
Services based on technical resource allocation, including bandwidth usage, data transfer, traffic volume, storage, or similar usage-based metrics, as determined by Campaignium.
1.12. “Bandwidth Usage” means the aggregate volume of data transferred to or from a
Hosted Site over a given period, as measured by Campaignium or its hosting providers using commercially reasonable monitoring tools.
1.13. “Usage Thresholds” means the quantitative limits associated with a Hosting
Service Tier, including bandwidth usage or other technical resource consumption levels, beyond which tier adjustments, additional charges, or service modifications may apply.
1.14. “Creative Deliverables” means the final creative work products specifically
created by Campaignium for Client under a Marketing Agreement, including without limitation design files, creative assets, copy, graphics, video, and other finished creative materials, excluding Campaignium Materials, tools, templates, methodologies, software, development frameworks, source code, processes, techniques, know-how, and any Third-Party Content.
1.15. “Event of Default” means any failure by Client to perform its obligations under this
Agreement or any Marketing Agreement, including without limitation failure to pay amounts when due, violation of material terms, breach of representations or warranties, or the occurrence of insolvency, bankruptcy, receivership, or similar proceedings involving Client.
1.16. “Third-Party Content” means any content, materials, software, code, tools,
plugins, themes, frameworks, fonts, stock images, video, audio, data, or other works owned or licensed by a third party and used in connection with the Services or Deliverables, including without limitation Outside Content, Paid Plugins, and any third-party platforms or services, and any associated license terms.
1.17. “Proceeding” means any action, claim, suit, arbitration, investigation,
administrative proceeding, bankruptcy case, insolvency proceeding, receivership, reorganization, liquidation, or other legal or regulatory proceeding of any kind.
2.1. Terms of Service. By agreeing to the Marketing Agreement, whether by signing it
(electronically or otherwise) or by instructing Campaignium via email or otherwise to proceed with the Services, Client agrees to be bound by all the terms of this Agreement and the Marketing Agreement.
2.2. Fees and Expenses. Client shall pay Campaignium the fees, out-of-pocket
expenses incurred by Campaignium to perform the Services, taxes, and other amounts in accordance with the terms set forth in the Marketing Agreement (collectively the “Fees”). All Fees shall be due and payable at the times and in the manner set forth in the Marketing Agreement. All such amounts shall be nonrefundable and payable in U.S. dollars. If no due date is specified in the Marketing Agreement, all Fees shall be due within thirty (30) days of the date the invoice is sent for such Services. Campaignium reserves the right to temporarily suspend Services under one or more Marketing Agreement(s) until past due amounts are paid; such temporary suspension will not affect the amounts due and owing for services performed.
2.3. Payment Terms. Unless Campaignium expressly approves Client for credit terms in
2.3.1. Approved Credit / Net Terms. Any net terms or other credit terms are
writing, all Fees are due in advance and must be paid prior to commencement or continuation of Services. permitted only for Clients specifically approved by Campaignium in writing, and only to the extent expressly stated in the applicable Marketing Agreement or written credit approval.
2.3.2. Revocation of Credit Terms. Campaignium may modify, suspend, or revoke
any credit approval at any time upon written notice, after which prepayment shall be required for future Services.
2.3.3. Deposits; Retainer Replenishment. Campaignium may require a deposit or
prepayment for any project, milestone, or scope increase, and may require that any prepaid retainer be replenished to its agreed level as a condition to continuing Services. Any deposit or prepaid retainer will be applied to Fees unless otherwise stated in the applicable Marketing Agreement.
2.3.4. Pass-Through Charges. Client is responsible for all third-party fees, license
costs, platform charges, and other pass-through expenses incurred in connection with the Services, including renewals and usage-based charges. Such amounts are due in accordance with the applicable invoice terms and are not contingent on project completion, performance outcomes, or Clientʼs use of the Services.
2.4. Late Fees; Compounding Charges. Any undisputed invoice that remains unpaid for
thirty (30) days or more past the invoice due date shall be subject to a recurring late fee equal to five percent (5%) of the outstanding past-due balance. Such late fee shall be compounded, meaning it will be calculated on the total overdue amount, including any previously accrued late fees, and shall be assessed for each billing period that the balance remains unpaid, until paid in full. Late fees shall not exceed the maximum amount permitted by applicable law. Payments may be applied first to accrued late fees, then to interest, costs, or expenses, and finally to principal, in Campaigniumʼs discretion.
2.5. Price Increases. Campaignium reserves the right to increase its pricing for
Services provided under a new Marketing Agreement or upon the renewal date of any existing Marketing Agreement.
2.6. Collection. There will be a $300.00 fee on all returned checks, plus any additional
bank fees incurred by Campaignium. Client shall be responsible for Campaigniumʼs costs incurred in connection with the collection of any amounts due to Campaignium and not paid by Client when due, to the maximum extent permitted by applicable law, as further provided in the Payment Enforcement; Collection Remedies provisions of this Agreement.
2.7. Taxes. The charges for the Services described in the Marketing Agreement do not
include taxes. If Campaignium is required to pay any federal, state, country or local sales, use or similar taxes based on the Services provided under the Marketing Agreement, the taxes shall be itemized, billed to and paid by Client. Client shall not be responsible for taxes based on Campaigniumʼs income, payroll taxes, and any other taxes pursuant to this Agreement.
2.8. Change Orders; Out-of-Scope Services. Any services, deliverables, revisions,
enhancements, modifications, integrations, migrations, consulting, or other work not expressly described in the applicable Marketing Agreement (“Out-of-Scope Services”) shall not be included in the Fees and shall be performed only pursuant to a written change order proposal issued by Campaignium and executed by Client (each, a “Change Order”). No verbal requests, meetings, text messages, emails, or other communications shall modify the scope of Services or authorize Out-of-Scope Services unless incorporated into an executed Change Order. Campaignium reserves the right to suspend or delay performance of any Out-of-Scope Services until the applicable Change Order is executed and pricing, timelines, and scope are agreed therein. All Out-of-Scope Services shall be billed at Campaigniumʼs then-current professional services rates unless otherwise agreed in an executed Change Order.
2.9. Client Responsibilities; Delays. Client shall timely provide all content, materials,
approvals, credentials, access permissions, feedback, and decisions reasonably required for Campaignium to perform the Services. Client shall designate a single authorized representative with decision-making authority. Campaignium shall not be responsible for delays, increased costs, or failure to meet delivery dates caused by Clientʼs failure to perform its obligations. Any delivery dates shall automatically extend for the duration of any Client-caused delay. If Client delays exceed thirty (30) days, Campaignium may, at its option, re-estimate timelines, adjust Fees, or terminate the affected Services upon written notice.
3.1. No Setoff or Withholding.
Client shall not withhold, offset, reduce, or delay payment of any amounts owed to Campaignium for any reason, including without limitation any dispute, alleged deficiency, counterclaim, chargeback, suspension of Services, or claim of nonperformance. All undisputed amounts shall be paid when due in full and without deduction.
3.2. Acceleration Upon Default.
Upon the occurrence of any Event of Default, all amounts payable by Client to Campaignium under this Agreement and any Marketing Agreement, including without limitation any unpaid invoices, remaining recurring fees, minimum commitments, prepaid retainers, and future installment payments, shall immediately become due and payable in full, without further notice or demand.
3.3. Interest on Overdue Amounts.
In addition to any late fees assessed under this Agreement, any undisputed amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full. In no event shall the aggregate of late fees and interest exceed the maximum amount permitted by applicable law.
3.4. Application of Payments.
Campaignium may apply any payments received, in its sole discretion, to outstanding late fees, accrued interest, costs of collection, expenses, and principal, in any order, regardless of any designation by Client.
3.5. Withholding of Deliverables and Access.
Until all amounts owed to Campaignium are paid in full, Campaignium shall have the right to withhold delivery, release, publication, deployment, transfer, or continued access to any Deliverables, Creative Deliverables, source files, accounts, domains, hosting environments, analytics, advertising accounts, administrative credentials, licenses, or other work product or services, without liability.
3.6. Suspension; Credit Hold; Prepayment.
Campaignium may, upon any payment delay or Event of Default, suspend Services, place Client on credit hold, require advance payment, deposits, or prepayment for future Services, shorten billing cycles, or modify payment terms for any current or future Marketing Agreement, in Campaigniumʼs sole discretion.
3.7. Collection Costs.
Client shall be responsible for all costs incurred by Campaignium in connection with the collection of any amounts due, including without limitation attorneysʼ fees, court costs, filing fees, expert fees, collection agency fees, administrative costs, and internal time spent on collection efforts, to the maximum extent permitted by applicable law.
3.8. No Waiver by Continued Performance.
Campaigniumʼs continued performance of Services, acceptance of partial payments, or delay in exercising any collection right shall not constitute a waiver of Campaigniumʼs right to enforce payment or exercise any remedy available under this Agreement, the Marketing Agreement, or applicable law.
3.9. Cumulative Remedies.
All rights and remedies set forth in this Section are cumulative and in addition to, and not in lieu of, any other rights or remedies available to Campaignium at law or in equity.
3.10. Invoice Disputes; Deemed Acceptance. Client must provide written notice of any
good-faith dispute regarding an invoice (including the specific basis and the disputed amount) within ten (10) days after the invoice date. Any invoice not disputed within that period will be deemed accepted. Client shall timely pay all undisputed amounts when due. The parties will use commercially reasonable efforts to resolve any timely raised dispute promptly, and Client shall pay any portion determined to be owed immediately upon resolution.
3.11. Authorization to Store and Charge Payment Method. If Client provides a credit
card, ACH authorization, or other payment method to Campaignium, Client authorizes Campaignium to store such payment method and charge it for all amounts due under this Agreement and any Marketing Agreement, including recurring fees, pass-through charges, renewals, overages, and any undisputed past-due amounts, in each case in accordance with the applicable invoice and payment terms. Client is responsible for maintaining current payment information. Declined payments do not excuse Clientʼs payment obligations.
3.12. Chargebacks; Reversals. Client shall not initiate any chargeback, ACH return, or
payment reversal for any undisputed amount. If Client initiates a chargeback, reversal, or return, Client shall immediately reimburse Campaignium for the reversed amount plus any bank fees, processor fees, penalties, administrative costs, and internal time incurred to respond, and Campaignium may suspend Services until all amounts are paid in full.
3.13. Reinstatement Fees. If Services are suspended for nonpayment or a payment
reversal, Campaignium may charge a reasonable reinstatement fee and require payment of all past-due amounts (and/or a deposit or prepayment) before restoring Services.
3.14. Collection Agency; Credit Reporting. If an account remains past due,
Campaignium may refer the account to a collection agency and/or pursue any lawful collection action. To the extent permitted by applicable law, Campaignium may report delinquent payment status to commercial credit reporting agencies.
4.1. Hosting Service Levels; Bandwidth-Based Hosting Tiers
4.1.1. Hosting Service Levels. Campaignium, in its sole discretion, may establish,
modify, and maintain Hosting Service Levels for its Hosting Services, including usage thresholds, performance parameters, limitations, service characteristics, and Hosting Service Tiers based on Bandwidth Usage, data transfer, resource consumption, or similar technical metrics. Hosting Service Levels may be disclosed in a Marketing Agreement, proposal, invoice, Campaigniumʼs website, or other written communication.
4.1.2. Bandwidth-Based Tier Adjustments. Client acknowledges and agrees that
hosting service tiers are determined in part by the actual bandwidth usage of Clientʼs Hosted Sites. If Clientʼs bandwidth usage exceeds the limits of the hosting tier disclosed in the applicable Marketing Agreement or proposal, Campaignium may automatically upgrade Client to the next applicable hosting tier without prior approval in order to maintain service continuity, platform stability, or performance. Any such tier adjustment shall result in corresponding fee increases in accordance with Campaigniumʼs then-current pricing for the applicable tier.
4.1.3. Client Notification and Billing. Campaignium may notify Client of any
hosting tier adjustment following the change, and Client authorizes Campaignium to invoice and collect the applicable hosting fees for the adjusted tier on a recurring or prorated basis, as determined by Campaignium in its discretion. Failure to receive notice shall not invalidate the tier adjustment or Clientʼs payment obligation.
4.1.4. Acceptance of Hosting Service Levels. Client shall be deemed to accept
any updated Hosting Service Levels, including hosting tier adjustments, unless Client provides written notice of termination in accordance with the Term and Termination provisions of this Agreement. Any updated Hosting Service Levels shall remain applicable through the effective date of termination, and Client shall remain responsible for all Fees incurred through such effective date.
4.1.5. No Liability for Hosting Service Levels. In no event shall Campaignium be
liable for any damages, costs, service interruptions, performance issues, or business impacts incurred by Client arising from (i) Campaigniumʼs establishment or modification of Hosting Service Levels, (ii) automatic hosting tier adjustments based on bandwidth usage, or (iii) Clientʼs failure to monitor or manage bandwidth usage on its Hosted Sites.
4.2. Personally Identifiable Information. In the performance of the Hosting Services,
Campaignium may receive or the Hosted Sites may contain data that can be used to uniquely identify, contact, or locate an individual or can be used with other sources to uniquely identify an individual (“Personally Identifiable Information” or “PII”). Client shall at all times, and at its own expense, comply with, and cause the Hosted Sites to comply with, all applicable laws, rules, regulations and governmental orders, now or hereafter in effect, relating to applicable data privacy for such PII. Client shall be responsible for informing Campaignium of the existence of any PII on the Hosted Sites and for preventing the transmission of any PII to any unauthorized third party, or any use of the PII for any reason except as permitted by all applicable laws. In the event PII is required to be disclosed by Campaignium under an order of a court or government agency it may do so without liability to Client, provided that the Campaignium shall make reasonable efforts to give prior written notification to the Client of such obligation and the opportunity to oppose such order. Client and Campaignium may mutually agree upon a privacy policy to govern the Hosted Sites, and each party shall comply therewith.
4.3. Prohibited Content. Neither the Client Content nor the Hosted Sites will (i) contain
or permit to appear any defamatory or libelous material or material which discloses private or personal matters concerning any person, without such personʼs consent, or violate the privacy policy established for the Hosted Sites, or (ii) contain or permit to appear any messages, data, images, keywords, file names, or programs which are illegal, X-rated, contain nudity, sexually explicit content, are obscene or pornographic, or are otherwise tasteless materials. Client shall not provide to Campaignium or store on any Hosted Site any information containing medical information for any third party or that would cause Campaignium to be subject to regulation pursuant to Health Insurance Portability and Accountability Act of 1996, P. L. 104191, as it may be amended or replaced, and its implementing rules and regulations (“HIPAA”) and any other similar state or federal laws.
4.4. Abusive Activities and Other Threats. Client acknowledges and agrees not to use
the Hosted Sites as a source, intermediary, reply to address, or destination address for “phishing”, or other email-based mass-marketing, deceptive, or fraudulent activities, for purposes of unauthorized access to any computer system anywhere, hosting of malware, dissemination of computer viruses, Internet packet flooding, promotion or hosting of information on hacking, packet corruption, denial of service, software or scripts that unreasonably utilize system resources, or other abusive activities, as determined by Campaignium in its sole and absolute discretion. Campaignium may suspend access to the Hosted Sites if they are used for any of the foregoing activities.
4.5. Infringement; Take-Down Notice. Campaignium maintains a strict policy of
removing content that contains or is alleged to contain any messages, data, images, programs or other material that would violate the intellectual property rights of others, including but not limited to unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion. Client will not include or display any such material on any Hosted Site, or include or incorporate any such material in any Client Content. Client acknowledges and agrees that if Campaignium receives a notice of any alleged infringement of any copyright as contemplated by the Lanham Act, the Digital Millennium Copyright Act, any state trademark or unfair competition law, or other similar laws then Campaignium shall have the right to take whatever actions it deems necessary in its sole and absolute discretion to comply with the those laws, including disabling the Hosted Sites or removing content from the Hosted Sites. Client agrees to indemnify and defend Campaignium from any Costs arising from the use of the Client Content on the Hosted Sites, and from any use or allegations of use of the Hosted Sites by Client that is infringing of the rights of others.
4.6. Responsibility for Users. The rights of Campaignium with respect to the content,
security, standards and other matters with respect to the Hosted Sites will extend to the conduct of the users of the Hosted Sites and the content placed on the Hosted Sites, including but not limited to the right of Campaignium to remove any material described in this Section.
4.7. Subcontractors. Client acknowledges that Hosting Services may be provided using
a third party hosting provider, and that Campaignium is not responsible for, and shall not be liable to Client for (i) any loss of service or data caused by the hosting provider, (ii) the failure of the hosting provider to provide a certain amount of website “uptime” or to meet any other service level, (iii) any breach of security of the hosting providerʼs systems, or (iv) any unauthorized access to or theft of data from Client or the Hosted Sites. Client hereby releases Campaignium from any liability it may otherwise have arising from any of the foregoing occurrences. Client agrees to pay the fees charged by the hosting provider for its services, either directly to the hosting provider or to Campaignium, if such fees are invoiced to it.
4.8. Paid Plugins; Automatic Renewal; Variable Renewal Dates.
Client acknowledges and agrees that any paid, premium, licensed, or subscription-based plugins, themes, extensions, modules, or other third-party software components used on or in connection with any Hosted Site (collectively, “Paid Plugins”) may have different renewal, billing, or subscription dates, as determined by the applicable third-party licensor. Unless expressly stated otherwise in a Marketing Agreement, all Paid Plugins used on Hosted Sites hosted by Campaignium shall automatically renew in accordance with the renewal cycle established by the applicable third-party provider, which may occur at various times throughout the year. Client hereby authorizes Campaignium to renew and bill Client automatically for each such Paid Plugin at the time of renewal, regardless of whether renewals occur annually, monthly, or on differing dates, without requiring additional approval from Client at the time of renewal. Campaignium may invoice Paid Plugin charges at the time of renewal, on a consolidated invoice, or as part of Clientʼs hosting or recurring services invoice, in Campaigniumʼs discretion. All such charges shall be due and payable in accordance with the payment terms of this Agreement and are nonrefundable. Client acknowledges that failure to pay any Paid Plugin charge when due may result in expiration, suspension, downgrade, or removal of the applicable Paid Plugin, which may cause loss of functionality, content, or features on the Hosted Sites, for which Campaignium shall have no liability. Ownership of any Paid Plugin license shall remain with Campaignium or the applicable third-party licensor, unless otherwise expressly stated in writing. Client shall have no right to transfer, reuse, sublicense, or export any Paid Plugin license outside of the Hosted Sites hosted by Campaignium.
4.9. Backups. Campaignium maintains rolling backups of Hosted Sites for a period of
up to thirty (30) days as part of the Hosting Services. Such backups are provided on a best-efforts basis only and are intended for disaster-recovery purposes, not as a comprehensive data retention or archival service. Campaignium does not guarantee the existence, completeness, accuracy, timeliness, or restorability of any backup, nor that any backup will be available at the time restoration is requested. Client remains solely responsible for maintaining independent backups of its data. Client acknowledges that any data restoration, if available, may require additional time and may be subject to additional fees.
4.10. Domain Registration and Renewal Management. If any domain name associated
with a Hosted Site is registered through, transferred to, or otherwise maintained within a registrar account owned, controlled, or managed by Campaignium (a “Managed Domain”), Campaignium may, but is not obligated to, manage the renewal of such domain on Clientʼs behalf. Client acknowledges and agrees that Managed Domains shall automatically renew on an annual basis in accordance with the registrarʼs renewal cycle. Client hereby authorizes Campaignium to renew each Managed Domain at the time of renewal and to bill Client for the applicable renewal fees, together with any applicable taxes or registrar fees, without requiring additional approval at the time of renewal. Such charges may be invoiced at the time of renewal, included on a consolidated invoice, or billed as part of Clientʼs hosting or recurring services invoice, in Campaigniumʼs discretion, and shall be nonrefundable. Client remains the legal registrant and owner of all domain names unless otherwise expressly agreed in writing. Campaignium shall not be responsible for any loss of service, website downtime, email interruption, data loss, search engine ranking impact, or other damages resulting from Clientʼs failure to pay any domain renewal fees when due, registrar policy changes, or actions taken by the registrar. Campaignium makes no representation or warranty regarding the availability, transferability, or continued registration of any domain name. Campaignium shall have no obligation to renew any Managed Domain if Clientʼs account is past due, and any failure to renew under such circumstances shall not constitute a breach of this Agreement.
5.1. Data or Security Breach. If Campaignium learns of any data or security breach, or
theft of data relating to the Marketing Agreement or from one of the Hosted Sites, it shall notify Client of such event as soon as reasonably possible, and Client agrees to comply, at its sole expense, with all applicable laws regarding notification of its employees, customers, or others of the occurrence of such security or data breach. Client acknowledges and agrees that, for the purpose of all applicable laws relating to data security or data breach events, Client is the owner of all of the data held by Campaignium in providing the Services or stored in the Hosted Sites. Client hereby agrees to indemnify and defend Campaignium, and to reimburse it, for any Costs arising from Clientʼs failure to comply with an applicable law regarding such data breach or similar event. Client agrees that Campaignium may utilize and disclose Clientʼs data if necessary to comply with applicable laws regarding a data breach or similar event, including to provide notice of the data breach to Clientʼs customers, at Clientʼs sole expense.
5.2. Disclaimer. Client acknowledges and agrees that websites and the underlying
computer systems on which they operate are complex combinations of software and hardware from many different vendors and utilizing many different technologies, each of which provide potential weaknesses that may be exploited by third parties to procure unauthorized access to such systems. To the extent that Deliverables provided by Campaignium, or the Clientʼs website supported by Campaignium, include security features developed or implemented by it, Campaignium expressly disclaims any and all warranties or representations regarding the security of the Deliverables from unauthorized access or other “hacking”, or the theft of data.
5.3. Data Retention and Deletion. Upon termination or expiration of this Agreement for
any reason, Campaignium shall have no obligation to retain Client data, content, or Deliverables beyond thirty (30) days, unless otherwise agreed in writing. Client is solely responsible for requesting any data exports within such period. After the applicable retention period, Campaignium may permanently delete all Client data without liability. Campaignium makes no representation regarding the recoverability of data after termination.
6.1. Term. This Agreement shall continue from the Effective Date until it is: (1)
terminated by one of the parties by no less than 90 days written notice to the other party, (2) terminated by one of the parties due to an Event of Default by the other party, or (3) there is a three (3) month lapse from the time of the last Services provided by Campaignium. Termination of the Agreement shall not relieve Client of its obligation to pay for any outstanding invoices or for services provided up until termination, or after termination for work in progress still to be completed at Clientʼs request. Fees and modified terms remain applicable through the effective date of termination.
6.2. Effect of Termination. Any provisions that are of a continuing nature will survive
any termination of this Agreement. Neither party will be liable to the other for damages of any sort resulting solely from the termination of this Agreement in accordance with its terms, except as otherwise provided herein or in the Marketing Agreement.
6.3. Termination Assistance. Campaignium reserves the right to charge for any
assistance it provides after termination at the then-current professional services rates charged by Campaignium to its clients, and Client agrees to pay such fees in advance of the provision of such services. Campaignium shall have no obligation to assist Client or allow it any further access to the Hosted Sites unless Client has paid all fees due to Campaignium through the termination date, and any fees required by Campaignium for post-termination access.
7.1. Third-Party Platforms. The Services may involve the use of third-party platforms,
Client acknowledges and agrees that Campaignium does not and cannot guarantee any specific business, marketing, or financial results, including but not limited to search engine rankings, advertising performance, impressions, traffic, leads, conversions, revenue, return on investment (ROI), return on ad spend (ROAS), or sales. Client further acknowledges that marketing performance is affected by numerous factors outside Campaigniumʼs control, including market conditions, competition, platform algorithms, third-party policies, budget changes, consumer behavior, and Client-provided materials. Campaignium shall have no liability for outcomes resulting from such factors. services, tools, or systems, including but not limited to advertising networks, analytics providers, content management systems, hosting providers, and software vendors (“Third-Party Platforms”). Campaignium does not own, operate, or control any Third-Party Platforms and shall not be responsible for their availability, performance, policy enforcement, suspensions, terminations, outages, or data loss. Client is solely responsible for compliance with all applicable Third-Party Platform terms, policies, and laws. Any suspension, termination, limitation, or enforcement action taken by a Third-Party Platform shall not constitute a breach of this Agreement by Campaignium.
7.2. Artificial Intelligence and Automation. Client acknowledges that Campaignium
may utilize artificial intelligence, automation tools, machine learning systems, or third-party software to assist in providing the Services. Outputs generated using such tools may not be exclusive, error-free, or free from similarity to content generated for other clients or third parties. Client is solely responsible for reviewing, approving, and ensuring compliance of all Deliverables with applicable laws, regulations, and industry standards.
8.1. Third-Party Platforms; Direct Billing. Advertising Platforms are third-party services
If Campaignium manages advertising campaigns for Client across third-party platforms, including but not limited to Google Ads, Meta (Facebook/Instagram), LinkedIn, TikTok, or similar advertising platforms (“Advertising Platforms”), Client acknowledges and agrees as follows: not owned, operated, or controlled by Campaignium. Client is solely responsible for all advertising charges, media spend, taxes, fees, penalties, chargebacks, or other amounts billed directly by Advertising Platforms. Campaignium does not collect, hold, or process advertising spend unless expressly agreed in writing.
8.2. Account Access and Management Authority. Client authorizes Campaignium to
create, access, configure, manage, and optimize advertising accounts, campaigns, audiences, budgets, bids, creatives, and settings on Clientʼs behalf. Client acknowledges that Campaigniumʼs actions are limited to the tools, controls, and data made available by each Advertising Platform.
8.3. Campaignium is responsible for managing advertising budgets in accordance with
Clientʼs instructions, approvals, and the applicable campaign strategy. Client acknowledges that budgets represent intended spending limits or targets configured within Advertising Platforms and that actual spend is determined and executed by the Advertising Platforms based on their internal algorithms, pacing rules, auction dynamics, billing thresholds, and technical systems. While Campaignium will use commercially reasonable efforts to manage budgets consistent with Clientʼs direction, Campaignium shall not be liable for overdelivery, underdelivery, timing variances, or billing discrepancies caused by Advertising Platform behavior, automated systems, or factors outside Campaigniumʼs direct control. Client acknowledges that Campaignium does not guarantee that Advertising Platforms will strictly cap spend at the budgeted amount on a daily or monthly basis.
8.4. Platform Policies and Enforcement. Client acknowledges that Advertising
Platforms independently enforce their own advertising policies, content rules, account requirements, and billing practices. Campaignium shall have no liability for any disapproval, suspension, limitation, restriction, termination, or enforcement action taken by an Advertising Platform, including actions related to ad content, landing pages, billing issues, payment methods, security reviews, or policy violations.
8.5. No Guarantee of Performance. Campaignium does not guarantee impressions,
clicks, conversions, leads, sales, cost-per-result, return on ad spend (ROAS), or any other performance metric. Advertising performance is influenced by factors outside Campaigniumʼs control, including competition, market conditions, audience behavior, platform algorithms, and Client-provided materials.
8.6. Client Responsibility for Content and Claims. Client is solely responsible for the
accuracy, legality, and compliance of all advertising content, offers, claims, testimonials, disclosures, landing pages, products, and services promoted through advertising campaigns. Campaignium shall not be responsible for regulatory compliance, substantiation of claims, or industry-specific advertising requirements.
8.7. Account Ownership and Data. Unless otherwise agreed in writing, advertising
accounts remain owned by Client. Campaignium does not guarantee the availability, retention, or transferability of historical data, audiences, or account features upon termination or suspension by an Advertising Platform.
8.8. Limitation of Responsibility. Campaignium shall not be liable for lost revenue, lost
opportunities, downtime, account disruptions, data loss, or business impact arising from Advertising Platform actions, billing issues, budget changes, algorithm updates, or Client-directed decisions.
9.1. Scope and Hours. Campaignium may create, schedule, and publish content on
social media platforms on behalf of Client and may monitor engagement during Campaigniumʼs standard support hours. Unless expressly agreed in writing, Campaignium does not provide 24/7 moderation, real-time monitoring, emergency response, or crisis management outside of standard support hours.
9.2. Client Responsibility for Moderation and Escalation. Client is solely responsible
for determining the appropriate level of moderation, escalation, and response to comments, messages, reviews, or other community interactions, and for establishing internal policies and procedures for handling complaints, safety issues, regulated inquiries, or urgent customer service matters.
9.3. Third-Party Platform Control. Client acknowledges that social media platforms are
third-party services that independently control account access, content distribution, advertising delivery, algorithmic reach, and policy enforcement. Campaignium shall not be liable for any suspension, restriction, removal, takedown, shadowbanning, loss of reach, loss of followers, account lockout, identity verification requirements, or other enforcement actions taken by any platform, nor for outages, feature changes, data loss, or platform billing issues.
9.4. Content Accuracy; Compliance; Rights and Releases. Client is solely responsible
for the accuracy, legality, and compliance of all claims, offers, disclosures, endorsements, testimonials, promotions, contests, and messaging published on Clientʼs social media accounts, including compliance with FTC guidelines and any industry-specific laws, rules, and regulations. Client is responsible for obtaining and maintaining all necessary rights, licenses, permissions, releases, and consents for any content provided by Client or requested for publication, including photos, music, video, trademarks, and likeness rights. Campaignium may rely on Clientʼs instructions and approvals and does not guarantee that any content will be error-free or compliant with applicable law or platform rules.
9.5. User-Generated Content and Third-Party Conduct. Client acknowledges that
user-generated content, comments, direct messages, reviews, and third-party posts may be visible on or associated with Clientʼs social media accounts and may result in reputational harm, disputes, misinformation, harassment, or other adverse outcomes. Campaignium shall not be liable for reputation impact, dispute resolution, user-generated content, third-party conduct, or claims arising from community interactions on social media platforms.
9.6. No Performance Guarantee. Campaignium makes no guarantee regarding
engagement, follower growth, reach, impressions, conversions, or other performance outcomes. Campaignium shall not be liable for any indirect, incidental, special, consequential, or reputational damages arising from social media management, platform actions, or community interactions, to the maximum extent permitted by applicable law.
Client is responsible for the accuracy, legality, and truthfulness of facts, claims, comparisons, endorsements, and statements in all content provided to or developed by Campaignium. Campaignium may review and edit content for grammar, clarity, or optimization, but does not guarantee factual accuracy beyond the information provided by Client. Client warrants that all content does not infringe any copyright, trademark, privacy, publicity, or other proprietary rights of any third party and complies with all applicable laws and industry-specific regulations (including, but not limited to, FTC advertising guidelines and CANSPAM for email). Client shall indemnify Campaignium for any costs arising from a breach of these warranties.
Client acknowledges that search engine optimization (SEO) outcomes, including rankings, organic traffic, or other performance metrics, are influenced by factors outside Campaigniumʼs control, including search engine algorithm changes, competitor activity, site changes unrelated to Campaigniumʼs work, and Clientʼs ongoing content updates. Campaignium does not warrant or guarantee specific ranking positions, traffic levels, or timeline to achieve results. Client agrees that any projections or performance targets provided are estimates and not guarantees of future outcomes.
Campaignium may provide reporting dashboards, analytics, performance metrics, and insights. Client acknowledges that reported data is sourced from third-party tools, platforms, or measurement services, each of which may have data latency, sampling, and collection limitations. Campaignium does not warrant the completeness, accuracy, or absolute validity of analytics data and will not be responsible for business decisions made based solely on analytics reporting without regard to context or corroborating performance indicators.
13.1. Third-Party Platform. Google Workspace is a third-party service provided by
If Client purchases Google Workspace licenses through Campaignium or authorizes Campaignium to manage Clientʼs Google Workspace environment (“Google Workspace Services”), Client acknowledges and agrees as follows: Google LLC and is governed by Googleʼs then-current terms, policies, pricing, Hosting Service Levels, and acceptable use policies. Campaignium does not own, operate, or control Google Workspace and makes no representations or warranties regarding Googleʼs services, availability, performance, security, or data retention.
13.2. Reseller Account Requirement. If Campaignium manages Clientʼs Google
Workspace environment, Client acknowledges and agrees that Clientʼs Google Workspace tenant and licenses must remain provisioned under Campaigniumʼs authorized Google reseller account for the duration of the Google Workspace Services, unless otherwise agreed in writing. Client may not remove, transfer, or reassign the Google Workspace tenant or licenses to another reseller or directly to Google without Campaigniumʼs prior written consent.
13.3. Administrative Access. Client authorizes Campaignium to act as an administrator,
reseller, or delegated administrator for Clientʼs Google Workspace account for purposes of provisioning, configuration, security management, billing, and support. Client remains the owner of the Google Workspace tenant and all data contained therein.
13.4. Seat-Based Billing; Variable Usage. Google Workspace license fees are billed
based on the number of active user seats reported by Google during the applicable billing period. Client acknowledges and agrees that seat counts may increase or decrease from month to month based on Clientʼs actions, including user creation, deletion, suspension, or reassignment, and that Campaignium has no control over such changes. Client authorizes Campaignium to bill Client monthly for Google Workspace license fees based on actual seat usage as reported by Google, together with any applicable taxes or pass-through fees. All such charges are nonrefundable.
13.5. Billing Cycle and Renewals. Google Workspace Services are billed on a recurring
basis in accordance with Googleʼs billing cycle. Client authorizes Campaignium to invoice and collect payment for all Google Workspace charges without additional approval at the time of billing.
13.6. Suspension for Nonpayment. Campaignium may suspend or terminate Google
Workspace Services, including administrative access or license provisioning, if Client fails to pay amounts when due. Client acknowledges that suspension may result in loss of access to email, files, accounts, or other services, and Campaignium shall have no liability for any resulting disruption, data loss, or business impact.
13.7. Data Responsibility. Client is solely responsible for the accuracy, legality, security,
and backup of all data stored within Google Workspace. Campaignium does not guarantee data retention, recoverability, or restoration. Client is responsible for maintaining independent backups as required.
13.8. Google Enforcement Actions. Campaignium shall have no liability for any
suspension, termination, pricing change, service modification, policy enforcement action, or restriction imposed by Google, including actions related to security, abuse, compliance, or billing.
13.9. Compliance Responsibility. Client is solely responsible for determining whether
Google Workspace satisfies Clientʼs legal, regulatory, or industry-specific compliance requirements, including data retention, privacy, and security obligations. Campaignium does not provide legal or compliance advice regarding Google Workspace.
13.10. Transition Upon Termination. Upon termination of Google Workspace Services,
Campaignium may, upon Clientʼs written request and subject to payment of all outstanding fees, provide reasonable assistance to transfer administrative control or licenses to Client or another authorized Google reseller. Campaignium shall have no obligation to provide such assistance if Clientʼs account is past due.
14.1. Client shall be in default of this Agreement upon the occurrence of any of the
14.1.1. The failure of Client to pay to Campaignium any amounts under this
following events (each an “Event of Default”) Agreement and the Marketing Agreement, when due, without the requirement of any notice or a cure period;
14.1.2. The failure of Client to comply with each and every provision of this
Agreement and the Marketing Agreement, as they may be amended in writing, upon expiration of the applicable cure period provided for therein, if any; or
14.1.3. The commencement or occurrence of any voluntary bankruptcy or
insolvency Proceeding by Client, or the commencement of any involuntary bankruptcy or insolvency Proceeding against Client which is not dismissed within ninety (90) days.
14.2. Upon the occurrence of any Event of Default, Campaignium shall have the following
14.2.1. Immediately terminate this Agreement and the Marketing Agreement;
rights and remedies:
14.2.2. Suspend the provision of any and all Services, including suspending access
to and use of the Hosted Sites and Deliverables by Client and any third party, until such time as the Event of Default has been cured to the satisfaction of Campaignium;
14.2.3. Require prepayment of future fees and expenses due to Campaignium
before providing additional Services to Client pursuant to this Agreement; and
14.2.4. Exercise, without any further notice, any and all rights and remedies it may
have under this Agreement or the Marketing Agreement, or at law or equity.
Campaignium shall not be liable for any delay in the provision of any Services if such delay or failure is due to any cause beyond the control of Campaignium, including without limitation, fires, strikes, embargoes, explosions, earthquakes, floods, wars, water, the elements, labor disputes, government requirements, civil or military authorities, acts of God or by the public enemy, acts of terrorism or similar acts, inability to secure necessary materials, services or products for reasons beyond such partyʼs control, acts or omissions of vendors or suppliers not reasonably foreseeable, or the application of any law or regulation that would prevent the legal performance of this Agreement by Campaignium. However, the acts described in this Section shall not relieve Client of its obligation to pay for Services rendered and completed by Campaignium.
Client shall indemnify, defend and hold harmless Campaignium from all losses, costs, damages, liabilities and expenses, whether incurred as a judgment, settlement, penalty, fine or otherwise including, without limitation, attorneysʼ fees, (collectively “Costs”) resulting from claims or causes of action brought by third parties arising directly or indirectly out of or resulting from the Services, Hosting Services, this Agreement, or the Marketing Agreement, whether or not caused by Campaignium; however, Campaignium will not be indemnified from any liability for fraud, bad faith, willful misconduct, or intentional breach of this Agreement.
Campaignium may modify, update, or revise this Agreement from time to time in its sole discretion. Any such modifications shall become effective upon written notice to Client, which may be provided by email, posting on Campaigniumʼs website, or other reasonable means. Clientʼs continued use of the Services after the effective date of any modification shall constitute Clientʼs acceptance of the revised Agreement. Client shall not be required to re-execute this Agreement to be bound by such modifications. If Client does not agree to a modification, Clientʼs sole remedy shall be to terminate this Agreement in accordance with its termination provisions; provided that any modifications that have become effective shall apply during any applicable notice period and through the effective date of termination.
This Agreement is effective upon the earliest of: (a) Clientʼs execution of any Marketing Agreement that incorporates this Agreement by reference; (b) Clientʼs written or electronic authorization for Campaignium to commence Services; or (c) Clientʼs use or continued use of the Services. The version of this Agreement in effect on the date of such acceptance shall govern, except as otherwise amended in accordance with the “Amendments to Terms” section. Campaignium shall make the current version of this Agreement available at its website, and Client is responsible for reviewing the Agreement periodically. Each revision of this Agreement shall be identified by a new version number and effective date posted with the Agreement.
19.1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT
NOT LIMITED TO, TORT, CONTRACT, OR OTHERWISE, SHALL CAMPAIGNIUM BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF BUSINESS, COST OF REPLACEMENT SERVICES, OR LOSS OF GOODWILL. CAMPAIGNIUMʼS LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO AN AGGREGATE AMOUNT EQUAL TO THE FEES PAYABLE BY CLIENT TO CAMPAIGNIUM DURING THE PRIOR TWELVE MONTHS UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF CAMPAIGNIUM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
19.2. Equitable Relief Limitation. Client agrees that its sole remedy for any alleged breach
of this Agreement shall be monetary damages, subject to the limitations herein. Client waives any right to seek injunctive or equitable relief requiring Campaignium to continue or reinstate Services. Nothing in this Section limits either partyʼs right to seek injunctive or equitable relief for breaches of the Confidentiality obligations or the Ownership of Intellectual Property provisions.
20.1. CAMPAIGNIUM MAKES NO WARRANTY WITH RESPECT TO THE HOSTING
SERVICES, DELIVERABLES, SERVICES, OR ANY OTHER PRODUCT OR SERVICE PROVIDED TO CLIENT BY CAMPAIGNIUM OR ANY OF ITS AFFILIATES, PARTNERS VENDORS, WEB PROPERTIES, OR SIMILAR THIRD PARTIES, EXCEPT FOR THE SERVICE LEVEL COMMITMENT, IF ANY. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED BY CAMPAIGNIUM, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, THE TYPE OR NUMBER OF USERS OR CUSTOMERS OF CLIENT WHO WILL ACCESS THE DELIVERABLES, OR ANY WEBSITE, LISTINGS OR ADVERTISEMENTS MADE ACCESSIBLE BY THE SERVICES, THE SUCCESS OF ANY PROJECT, OR THE RESULTS TO BE EXPECTED FROM THE SERVICES. CLIENT ACKNOWLEDGES AND AGREES THAT THE HOSTING SERVICES MAY BE SUBJECT TO INTERRUPTION, DATA LOSS, AND OTHER DIFFICULTIES.
21.1. Definition. Each party recognizes that it might have access to Confidential
21.1.1. Exceptions. Such restrictions will not apply to Confidential Information that
Information of the other party. Each party will take reasonable precautions to protect the confidentiality of the other partyʼs Confidential Information, which precautions will be at least equivalent to those taken by such party to protect its own Confidential Information, and in no event less than a level of care that is reasonable within the industry and will neither disclose such Confidential Information to third parties nor use such Confidential Information for any purpose other than as permitted in this Agreement. For the purposes of this Agreement, “Confidential Information” means any private, proprietary or confidential information of the other party that is either marked as confidential or proprietary or, based on the content of the information or the circumstances of disclosure reasonably ought to be treated as confidential, including but not limited to trade secrets or other intellectual property; business affairs, plans or strategies; financial information, including projections and information gained through any credit verification; and information relating to software products, including product plans, source code, object code, processes, ideas, and designs. Confidential Information also includes the terms of any Marketing Agreement(s) executed by the parties. the receiving party can show: (i) is already, or otherwise becomes, publicly known by third parties other than by an act or omission of the receiving party; (ii) the receiving party knew prior to receiving such information from the disclosing party; (iii) the receiving party independently develops without reference to the Confidential Information; or (iv) the receiving party lawfully receives from a third party having the right to disseminate such information without restriction on disclosure. Furthermore, each party may disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law after providing the other party with prior written notice and using all reasonable efforts to cooperate with the other party to limit disclosure to the greatest extent possible, within the confines of such legal requirements.
21.2. Relief. The parties agree and understand that, in the event of the unauthorized use
or disclosure of any Confidential Information, monetary damages would be insufficient to compensate the party against whom disclosure was made and that injunctive relief would be appropriate to prevent any such actual or threatened use or disclosure of Confidential Information. No remedy conferred on the aggrieved party by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and will be in addition to any other remedy at law or in equity. The election of one or more remedies by either party will not constitute a waiver of the right to pursue any other available remedy.
22.1. Independent Contractor Status. This Agreement does not make either party the
employee, agent or legal representative of the other for any purpose whatsoever. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. Campaignium is an independent contractor. Each party has and hereby agrees to retain full control over the employment, direction, supervision, compensation, and discharge of their respective employees.
22.2. No Joint Venture Relationship. Nothing in this Agreement shall be construed to
create a partnership, joint venture, or agency relationship between the parties.
22.3. Non-Solicitation. Each party agrees that, during the term of this Agreement and
for a period of one (1) year after termination, it will not directly or indirectly solicit, induce, recruit, hire or enter into an independent contractor agreement or employment relationship with an employee of the other without the other partyʼs written consent; provided however, that general newspaper advertisements or other general circulation materials not specifically targeted at employees of such other party will not be deemed to violate the terms of this provision.
23.1. Existing Work. Campaignium will retain all rights in Campaignium Content and any
intellectual property, including software, ideas, concepts, know-how, development tools, trademarks, techniques or any other proprietary material or information, that it (i) owned or developed prior to commencement of work covered by this Agreement or (ii) acquires or develops at any time independent of work covered by this Agreement and without reference to or use of the intellectual property of Client (“Existing Work”).
23.2. Third Party Licenses; Infringement. If software, technology or intellectual
property of a third-party vendor or licensor is to be included in the Deliverables or Hosted Sites or is needed for the implementation, use or maintenance thereof, Campaignium may specify, prior to final delivery thereof to Client and/or implementation thereof in Clientʼs business, that Client must (if Client has not done so already) enter into a license agreement with the applicable third-party vendor or licensor on generally available terms. Each party shall notify the other of any allegations of trademark, copyright, patent or trade secret infringement made by any third party based upon the Services or the Deliverables. Client agrees that Campaignium shall have no liability for any allegations or claims of infringement arising from Campaigniumʼs use of materials created or provided by Client, including Clientʼs trademarks, advertising copy, or other intellectual property of Client, and Client hereby indemnifies Campaignium for any such liability or allegation.
23.3. Developed Work; Creative Deliverables. Except as expressly provided in this
Agreement, Campaignium shall retain all right, title, and interest in its Existing Work, tools, templates, methodologies, software, development frameworks, source code, documentation, processes, techniques, and know-how used in performing the Services (“Campaignium Materials”). Subject to Clientʼs full and timely payment of all Fees due, Campaignium hereby assigns to Client all right, title, and interest in the final creative deliverables specifically created for Client under a Marketing Agreement, including design files, creative assets, copy, graphics, video, and other finished creative work (“Creative Deliverables”), excluding Campaignium Materials and any Third-Party Content. No ownership rights in any Creative Deliverables shall transfer to Client until all amounts owed to Campaignium have been paid in full.
23.4. License by the Client. Client hereby grants to Campaignium a nonexclusive,
royalty-free, worldwide license, effective throughout the term of this Agreement, to use, copy, modify, publicly display, distribute, perform, publish and reproduce the Client Content and the Client Marks, solely to provide the Hosting Services, subject to the terms and conditions of this Agreement. Client agrees that Campaignium may use examples of publicly distributed materials that Campaignium creates for Client as examples of Campaigniumʼs work, experience and capabilities, and Client hereby grants Campaignium a license to reproduce, display and distribute such materials in any media solely for such purposes.
23.5. License Prior to Payment. Prior to full payment, Campaignium grants Client a
limited, revocable, non-exclusive license to use the Creative Deliverables solely for internal review and evaluation purposes. Such license shall automatically terminate upon nonpayment or termination of this Agreement.
23.6. Tools. Campaignium will retain all right, title and interest in and to all
methodologies, development, testing or technology-management processes, or routines, and development tools provided or used by Campaignium in performing the Services.
23.7. Company Equipment. Campaignium retains all rights to all Campaignium Content
and the Company Equipment. At no time shall Client have any ownership, property, or any other rights in, or file any lien on, any of the Campaignium Content or the Company Equipment.
23.8. Trademarks. Client shall be responsible to review the Hosted Sites and confirm that
all use of the Clientʼs trademarks on the Hosted Sites complies with Clientʼs trademark standards. Nothing contained in this Agreement will give either party any right, title or interest in or to any trademarks, trade names, logos or other intellectual property of the other party, except for the limited rights expressly granted hereunder.
23.9. Outside Content. Client acknowledges and understands that any Outside Content
used to design and develop the Hosted Sites is owned by Campaignium or third parties and cannot be transferred to Client and is hereby specifically not transferred to Client and shall remain the property of Campaignium or such third parties.
23.10. Further Assurances. Insofar as this Agreement provides for the assignment of
ownership of Creative Deliverables to Client (except any third-party material) and a court of competent jurisdiction finds otherwise, Client agrees, at Campaigniumʼs request and expense, to execute and deliver an assignment or such other instruments of such Deliverables and to take such other reasonable actions as may be necessary or appropriate to evidence, perfect or give effect to this Agreement.
23.11. Limitations. No licenses will be deemed to have been granted by either party to
any intellectual property, except as otherwise expressly provided in this Agreement.
24.1. Compliance with Law. Client is responsible for ensuring that all goods and
services offered by Client, that all materials provided to Campaignium by Client to be used in connection with the Services under this Agreement, and that all aspects of Clientʼs business, comply in all material respects with all applicable laws and regulations in all jurisdictions in and to which the services are provided by Campaignium. Client is also responsible for ensuring that Client is authorized under all applicable laws and regulations to offer, sell or deliver, as the case may be, all of Clientʼs products and Services in all jurisdictions in and to which the Services are provided by Campaignium. Additionally, Client shall be responsible for maintaining all records pertaining to the sales of its goods and services in accordance in all material respects with applicable laws and to pay all taxes associated with such sales.
25.1. Collaborative Engagements. In certain engagements, Campaignium may provide
Services in collaboration with, or in support of, another agency, consultant, or service provider (a “Partner”), whether Campaigniumʼs involvement is disclosed to the end client or provided as part of a broader service delivery arrangement.
25.2. Contractual Relationship. Unless otherwise expressly agreed in writing,
Campaigniumʼs contractual relationship shall be solely with the party that engaged Campaignium, and Campaignium shall owe no duties, obligations, or liabilities to any end client or other third party. The engaging party remains solely responsible for all communications with, representations made to, and contractual obligations owed to the end client.
25.3. Reliance on Instructions and Approvals. Campaignium shall not be responsible for
the acts, omissions, instructions, approvals, representations, or failures of any Partner or end client, including but not limited to scope determinations, content approvals, timelines, budgets, compliance matters, or representations regarding performance or results. Campaignium may reasonably rely on instructions and approvals provided by the engaging party as final and authorized.
25.4. Disclosure and Attribution. Where Campaigniumʼs involvement is not publicly
disclosed as part of the service delivery arrangement, Campaignium agrees not to independently identify itself to the end client in connection with the Services, unless required by law or expressly authorized in writing by the engaging party. Nothing herein requires Campaignium to provide attribution, branding, or public credit unless expressly agreed in writing.
25.5. Payment Responsibility. The engaging party shall be solely responsible for
payment of all Fees due to Campaignium, regardless of whether such party has received payment from the end client. Any nonpayment, delay, or dispute between the engaging party and the end client shall not relieve the engaging party of its payment obligations to Campaignium.
25.6. Non-Circumvention. During the term of the engagement and for a period of twelve
(12) months thereafter, neither party shall knowingly circumvent the other by directly soliciting, contracting with, or providing substantially similar services to the other partyʼs client or customer introduced in connection with the Services, without the prior written consent of the introducing party.
26.1. Publicity. Campaignium may disclose the name and trademark of Client and a
description of Clientʼs business for promotional purposes and for customer references on its worldwide web page, in press releases, and/or in other marketing materials. In using Clientʼs name and trademark, Campaignium shall in no event represent that it has any rights, title or interest in and to the name and trademarks or other intellectual property of Client. Client shall not disclose its relationship with Campaignium without Campaigniumʼs prior written consent.
26.2. Case Studies. Campaignium may use Clientʼs name, logo, and anonymized or
aggregated performance metrics for case studies, presentations, proposals, and marketing materials unless Client provides written objection. Campaignium shall not disclose confidential or proprietary information without consent.
27.1. Truthful Public Statements. The parties agree that they will not make or publish
any knowingly false, misleading, or defamatory statements of fact regarding the other party, its services, personnel, or business practices. Any public statements that purport to state facts shall be accurate, truthful, and not misleading, and shall not omit material context necessary to prevent such statements from being misleading.
27.2. Protected Opinions. Nothing in this Agreement restricts either partyʼs right to
express honest opinions, experiences, or statements protected by applicable law, including lawful consumer reviews or commentary.
27.3. Notice and Opportunity to Resolve. In the event Client has a dispute or concern
regarding the Services, Client agrees to provide Campaignium with written notice of the issue and a reasonable opportunity to review and attempt to resolve the matter in good faith prior to publishing public statements that characterize unresolved disputes as factual misconduct or misrepresentation.
27.4. Confidential Information in Public Forums. Client shall not disclose Campaigniumʼs
Confidential Information in any public forum, review, or publication, including but not limited to non-public pricing, internal communications, proprietary strategies, system configurations, performance data not publicly released, or other confidential or proprietary information, regardless of the existence of a dispute.
27.5. No Restriction on Lawful Reviews. The parties acknowledge that this Section is not
intended to restrict, penalize, or prohibit lawful consumer reviews or commentary and shall be interpreted in a manner consistent with the Consumer Review Fairness Act and other applicable laws.
28.1. Insurance. If requested by Campaignium in writing based on the nature of Clientʼs
business, the Hosted Sites, or regulatory requirements, Client shall maintain an errors and omissions policy and cyber/privacy liability coverage, each with limits reasonably appropriate to the risk profile of the Services. Campaignium may request a certificate of insurance, and Client shall provide it within five (5) days. Failure to maintain required insurance after notice may be treated as a material breach.
28.2. Non-Exclusive Engagement. This Agreement is non-exclusive with respect to both
parties. Accordingly, nothing herein prevents Campaignium from entering into similar arrangements with others, including those considered by Client to be its competitors. Client acknowledges that Campaignium has other business activities and Campaignium shall not be bound to devote all or any specific part of its time and attention to performance of the Services.
28.3. Binding Effect; Assignment. This Agreement, including any Marketing
Agreement(s), shall inure to the benefit of, be binding upon, and be enforceable against the parties hereto and their respective successors and assigns. Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party. No assignment or delegation shall relieve the assigning party of its obligations under this Agreement or any Marketing Agreement(s), including but not limited to payment obligations.
28.4. Amendments; No Implied Modifications. Except as expressly permitted in the
section titled “Amendments to Terms” (or “Updates to Terms,” as applicable), this Agreement may not be altered, amended, modified, or supplemented by Client except by a written instrument executed by authorized representatives of both parties. No course of dealing, usage of trade, verbal communication, email, or other informal communication shall amend or modify this Agreement. Any amendment, modification, or waiver not made in accordance with this Section shall be null and void and of no force or effect. Client acknowledges that acceptance of Services following notice of any update constitutes acceptance of the updated Agreement.
28.5. Waiver. No failure by either party to take any action or assert any right hereunder
will be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.
28.6. Severability. In the event that any of the terms of this Agreement are in conflict
with any rule of law or statutory provision or otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms will be modified to the extent necessary to be enforceable to the maximum extent possible, or if completely unenforceable the term shall be deemed stricken from this Agreement.
28.7. Governing Law. This Agreement will be governed by, and interpreted and
construed in accordance with, the laws of the State of Missouri, excluding its provisions on the conflicts of law. Any proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereunder shall be brought in the courts of the State of Missouri, County of Greene, or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Missouri. Each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. The party prevailing in any dispute under this Agreement shall be entitled to its costs and reasonable legal fees.
28.8. Completion/Delivery Dates. Time is of the essence with respect this Agreement
and the obligations hereunder.
28.9. Merger. This Agreement and the Marketing Agreement constitute the entire
understanding between the parties regarding the subject matter of this Agreement and supersedes all negotiations, representations, prior discussions and preliminary agreements between the parties.
28.10. Legacy Systems; Migrations. Client acknowledges that any Services involving
website migrations, hosting transfers, CMS upgrades, SEO transitions, or system changes inherently involve risk. Campaignium shall not be responsible for pre-existing technical issues, penalties, rankings, backlinks, data inconsistencies, or legacy system limitations. Campaignium does not guarantee the preservation of historical rankings, traffic levels, or performance metrics following any migration or system change.
28.11. Notice. All notices, requests, consents, claims, demands, waivers, and other
communications under this Agreement shall be in writing and shall be deemed given and received: (a) when delivered by hand; (b) when deposited with a nationally recognized overnight courier (receipt requested); (c) when sent by email (with confirmation of transmission) to the most recent email address used by the receiving party in communications regarding this Agreement; or (d) on the second (2nd) day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. Notices regarding invoices, payment status, suspension of Services, renewals, Service Level updates, and other routine operational or administrative matters may be provided by email alone. Such communications must be sent to Client at the address or email address provided in the applicable Marketing Agreement, or, if none is provided, to Clientʼs registered office, to any address or email address commonly known to be associated with Client, or to any address or email address Client previously used in communications with Campaignium. Such communications must be sent to Campaignium at the address or email address listed in the Marketing Agreement. Either party may change its notice address or email address by providing notice in accordance with this Section.
