Terms of Service
Last Update: Nov 3, 2023
CAMPAIGNSWELL INC. - 651 N Broad St, Suite 201 Middletown, DE 19709
CAMPAIGNSWELL INC. (hereinafter “CAMPAIGNSWELL”, “we”, “us” or “our”) provides services which help businesses to effectively monitor and manage their marketing and business activities (the “Services”). We provide the Services to you, a natural or legal person (hereinafter “Customer”, “you” or “your”) subject to your agreement to and compliance with the conditions set forth in these Terms of Service agreement (the “Agreement”).
This Agreement sets forth the legally binding terms and conditions governing your use of the Services. By using the Services or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Services.
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 Services following an update to this Agreement (or other acceptance method if any) is considered acceptance of the updated Agreement.
PLEASE BE AWARE THAT CERTAIN SECTIONS OF THIS AGREEMENT CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CAMPAIGNSWELL. THE AGREEMENT ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS AGREEMENT CAREFULLY.
Term and Termination. The term of this Agreement shall commence as of your acceptance hereof and shall continue for the initial period of your subscription (usually, a subscription period is a month) or (the “Initial Term”) or for the period of trial (if any) set forth in your Account. Upon the end of that Initial Term, the Agreement shall automatically renew for successive periods of equal length (collectively, the “Term”), unless a party notifies the other party in writing of its desire not to renew the Agreement before the end of the then-current period. Other than as set forth above, the Customer may not terminate the Agreement during the Term, except in case of CAMPAIGNSWELL’s material breach of the Agreement which CAMPAIGNSWELL fails to cure within 45 days of receiving written notice about the breach from the Customer.
We may terminate the Agreement upon written notice if we believe that the Customer is or is likely to be in breach of any provision of the Agreement, where the Customer fails to cure such breach within 10 days of receiving written notice about the breach from us, except for a breach that causes imminent or irreparable harm to us, in which case we can terminate the Agreement immediately without 10 days’ notice period.
Upon any termination or expiration of the Agreement, we will cease providing the Services. In the event of any termination (a) the Customer will not be entitled to any refunds of any Fees already paid, (b) any outstanding balance for the Services rendered through the date of termination will be immediately due and payable in full, and (c) your account on the Services will shut down, you will no longer have access to the Services. Rights and obligations under this Agreement which by their nature are intended to survive termination, including without limitation the indemnification and liability limitations provisions set forth in this Agreement, shall remain in full effect after termination or expiration of the Agreement.
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.
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 Services or otherwise. Your use of the Services after the effective date of any changes will constitute your acceptance of such changes.
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 Services.
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.
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.
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.
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.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Services, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
While we make reasonable efforts to ensure that the Services remain available at all times, we do not represent or warrant that access to the Services will be error-free or uninterrupted, or without defect, and we do not guarantee that you will be able to access or use the Services, or its features, at all times.
The Services and any materials provided to you when you use the Services, are for information purposes only.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, 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 Services to any user, in our sole discretion, at any time. The Services may function only on specific web browsers, web browser versions, or mobile device operating systems, and may not be compatible with all browsers or browser versions, or with certain operating systems or operating system versions. The Services 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.
The materials appearing on the Services are for information purposes only and are not intended to and DO NOT constitute marketing or financial or any other advice. Those accessing the materials appearing on the Services should not act upon them without first seeking the advice of a marketing, financial, investment, or other professional. The materials should not be used as a substitute for consultation with a professional adviser.
You hereby agree and acknowledge that you have fully apprised yourself of this disclaimer.
You must be at least eighteen (18) years old to use the Services. By using the Services, you represent that you meet these minimum age requirements.
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 authorised 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 authorised representative without any delay.
Some Services may not be available to the general public, and we may impose additional eligibility rules from time to time on those portions of the Services. We reserve the right to amend or eliminate these eligibility requirements at any time.
By using the Services, 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.
If you do not possess full legal capacity to enter into this Agreement, you are not allowed to use the Services.
RULES OF CONDUCT
Your use of the Services is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You represent and warrant:
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;
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
You agree that you will not violate any applicable law or regulation in connection with your use of the Services.
You further agree that you will not do any of the following:
violate any applicable law or regulation in connection with your use of the Services;
breach, by using the Services, any agreements that you enter into with any third parties;
modify, adapt, translate, copy, reverse engineer, decompile or disassemble any underlying code of the Services;
interfere with or disrupt the operation of the Services, including restricting or inhibiting any other person from using the Services by means of hacking or defacing;
transmit to or make available in connection with the Services any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
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;
take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
harvest or collect the email address, contact information, or any other personal information of other users of the Services;
use any means to crawl, scrape or collect content from the Services via automated or large group means;
make available false, incomplete or misleading information to the Services, or otherwise provide such information to us;
impersonate any other person or business;
attempt to access or access any portion of the Services that is not public; or
attempt to override or override any security measures in place with regard to the Service.
We reserve the right, in our sole discretion, to protect our customers from violators and violations of these rules of conduct, including but not limited to restricting your use of the Services, immediately terminating your use of the Services, terminating your Account, or terminating your use of the Services by blocking certain IP addresses from accessing the Services. Notwithstanding the foregoing, our unlimited right to terminate your access to the Services shall not be limited to violations of these rules of conduct.
END USERS’ DATA
In order for us to provide the Services, you provide us or make available to us certain data of the end users of your products including websites and mobile applications (“End Users’ Data”) including those from third party advertising services.
You represent and warrant that: (i) you have the right to transfer or provide access to, the End Users’ Data to us and use the Services to analyse the End Users’ Data, which includes obtaining any necessary consents and authorizations; (ii) 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; (iii) 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 “ nonpublic 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 or UK General Data Protection Regulation (GDPR).
You will be solely responsible for the accuracy and quality of the End Users’ Data.
Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Services (including colour combinations, button shapes, layout, design and all other graphical elements) are protected by copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Services, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
THIRD PARTY CONTENT AND LINKS
The Services 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 Services or that may be derived from other content that may appear by using the Services, even if such content was summarised, collected, reformatted or otherwise edited by us.
Any and all statements, opinions, services, and other information or content expressed or made available through your use of the Services, 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 Services.
Our website or mobile application 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.
Fees. You shall make payment to CAMPAIGNSWELL for the use of the Services (“Fees”) in accordance with the payment terms and conditions set forth in this Agreement. We offer several subscription options for the use of the Services. 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. For the purposes of this Agreement, “monthly”, “month” shall mean a period of 30 days.
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 to such Fees. 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.
We may provide you with access to the Services 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.
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 Services.
Third Party Processors. We may engage third party payment processors to process your payments. If we do, you must carefully read those third party processors’ terms and conditions that will be binding for you together with this Agreement. You hereby acknowledge that such third party processors may charge commission for your payment and we are not responsible for such commission.
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 Services, 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.
LIMITATION ON LIABILITY
EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.
USE OF THE SERVICES IS AT YOUR SOLE RISK. WEDO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY PARTICULAR WEB BROWSER, OPERATING SYSTEM OR THIRD PARTY SOFTWARE IS SUPPORTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE OR ANY SOFTWARE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, THIRD-PARTY PROVIDERS LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”), OR OUR OR THEIR DIRECTORS, OFFICERS, MANAGERS, SHAREHOLDERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, third party providers, or our or their employees, members, shareholders, officers or directors shall be liable for (1) any damages in excess of 500.00 USD, or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or loss of data to you or any third party from your use of the Services or any goods or services you obtained through use of the Services. This limitation shall apply regardless of the basis of your claim, whether other provisions of this Agreement have been breached, or whether or not the limited remedies provided herein fail of their essential purpose.
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.
SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.
You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (i) any breach of this Agreement, (ii) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Services.
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.
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.
Delivery Methods. We will deliver Communications to you electronically, either through our website, our application; text or SMS messages ("Text Messages"); or through electronic mail ("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.
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.
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 email@example.com.
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.
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."
Withdrawing Consent. You have the right to withdraw your consent to this Agreement at any time. Withdrawing consent will terminate the Services and Data, including access to our website (except for the publicly available content) and our application. 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 firstname.lastname@example.org.