Stripe Connected Account Agreement
This Stripe Connected Account Agreement (“Connected Account Agreement”) is an agreement between Stripe and you, being the person or legal entity (including sole proprietors) identified to Stripe as the owner of the Stripe Account that is to be integrated with third-party platform providers that use Stripe Connect (“Connect Platforms”). You expressly agree to the terms and conditions of this Connected Account Agreement, the Stripe Services Agreement, and any updates or modifications to either of those documents made from time to time by Stripe.

We use a number of defined terms in this Connected Account Agreement. The products and services that you receive from a Connect Platform, regardless of whether or not fees are charged, are referred to as “Platform Services”. Examples of Platform Services that a Connect Platform may agree to provide are web development or hosting services, customer service, processing of refunds, and the handling of consumer complaints. Your agreement with a Connect Platform for the provision of the Platform Services is “Your Platform Agreement”. Actions submitted by you or on your behalf using Stripe Connect are referred to as “Activity”, and this includes the communication of information about Transactions (including Charges) and Refunds, adjustments, the handling of Disputes (including chargebacks), as well as other features as described in the Stripe Connect documentation, and “Your Data” refers to data about you, Activity on your Stripe Account, and your Transactions. For other capitalized terms not defined in this Connected Account Agreement (either in-line or by hyperlink), the applicable definitions are set out in the Stripe Services Agreement.

You represent to Stripe that all of the information that you provide to us directly or through a Connect Platform is accurate and complete, and that you are authorized to agree to this Connected Account Agreement.

1. Relationship to Other Agreements
Please read this Connected Account Agreement carefully. To the extent that there is a conflict between the Stripe Services Agreement and this Connected Account Agreement related to your use of Stripe Connect, this Connected Account Agreement will prevail.

2. Stripe Connect — Your Stripe Account
Stripe Connect allows Connect Platforms to help you use the Services, which may include the ability for you to receive payments for goods and services, or to receive charitable or campaign donations. A Connect Platform may help you to create your Stripe Account, or to integrate your existing Stripe Account with the Connect Platform. A Connect Platform may also conduct Activity on your behalf, provided that it does so in accordance with Your Platform Agreement. You should read Your Platform Agreement carefully in order to understand the nature of the Platform Services and the Activity that a Connect Platform may conduct on your behalf. Stripe is not a Connect Platform, and only provides the Services described in this Connected Account Agreement and the Stripe Services Agreement.

3. Your Obligations
You are solely responsible for, and Stripe disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of the Services, and any obligations you may owe to your customers or users. While you may agree to share some liability with a Connect Platform, you are always financially liable to Stripe for Disputes (including chargebacks), Refunds, and any fines that arise from your use of the Services. These obligations are described in more detail in Section C of the Stripe Services Agreement.

Depending on the Connect Platform, you may have access to directly manage your Stripe Account through the Stripe dashboard. If such access is made available to you, you are responsible for all actions taken on your Stripe Account through the Stripe dashboard, including the initiation of Refunds or changing of depository bank information.

Depending on your location, a Connect Platform may allow you to receive payment processing proceeds via settlement into a bank account connected to your debit card (“Instant Payout”). Your Connect Platform should let you know if there is a fee associated with your use of Instant Payouts. When Instant Payouts is used, Stripe will attempt to settle payment processing proceeds within minutes of receiving the payout request. Depending on your bank, it may take up to two business days for your payment processing proceeds to settle via Instant Payouts. Stripe and your Connect Platform reserve the right to change or suspend Instant Payouts to you at any time, including (a) due to pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (b) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (c) where we are required by Law or court order.

4. Relationship to Connect Platforms
You understand and agree that Connect Platforms and Stripe may share Your Data in order to facilitate your use of Stripe Connect or the Platform Services. Where Stripe receives Your Data from Connect Platforms, Stripe may use the Data in accordance with the Stripe Services Agreement and the Stripe Privacy Policy.

The pricing for your use of the Services with a Connect Platform will depend on your agreement with the Connect Platform. Stripe does not control and is not responsible for Connect Platform fees charged to you, which should be made clear to you in Your Platform Agreement. Stripe’s standard fees for the Services are posted on our web site, although Stripe may have agreed fees with a Connect Platform that are different from these amounts. Stripe’s fees will either be disclosed to you separately, or will be consolidated with the fees for the Platform Services. Stripe will have the right to deduct from your Stripe Account balance both Stripe’s fees for Services and the Platform Services fees specified to us by the Connect Platform. If your Stripe Account balance becomes negative, you authorize Stripe to debit the amount owed from your Payout Account. If you believe that fees have been incorrectly deducted, or that your Connect Platform has not properly disclosed its fees to you, please contact us.

5. Limitations on Stripe’s Liability
Stripe is not responsible for the acts or omissions of any Connect Platform in providing services to you or your customers, or for any non-compliance by a Connect Platform with the terms of Your Platform Agreement. Stripe is also not responsible for your obligations to your customers (including to properly describe and deliver the goods or services being sold to your customers). You are solely responsible for, and Stripe expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your customers, or receipt of charitable donations. This may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Stripe for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.

6. Other General Legal Terms
a. Term, Termination, and the Effects of Termination: The term of this Connected Account Agreement will begin when you register your Stripe Account with a Connect Platform and will end when terminated by you or by Stripe, as described in this Connected Account Agreement. You may terminate this Connected Account Agreement at any time by providing notice to Stripe and immediately ceasing your use of Stripe Connect. However, if you commence using Stripe Connect again, you are consenting to this Connected Account Agreement. Stripe may terminate this Connected Account Agreement (a) where you are in breach of this Connected Account Agreement and fail to cure the breach upon 30 days’ notice by Stripe (such notice and cure period only being required if curing the breach is feasible); or (b) upon 120 days’ notice for any reason. Stripe may also terminate this Connected Account Agreement immediately if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or if Stripe determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to Stripe.

Section 5 and all provisions giving rise to continuing obligations will survive termination of this Connected Account Agreement. As stated above, the Stripe Services Agreement governs your use of Services, so the termination of this Connected Account Agreement will not immediately trigger termination of the Stripe Services Agreement. All obligations in the Stripe Services Agreement will only be terminated in accordance with the terms and conditions of the Stripe Services Agreement. Termination of the Stripe Services Agreement will cause this Connected Account Agreement to automatically terminate.

b. Governing Law, Disputes, and Interpretation: The provisions of the applicable Stripe Services Agreement governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Connected Account Agreement by reference. Headings are included for convenience only, and should not be considered in interpreting this Connected Account Agreement. No provision of this Connected Account Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.” This Connected Account Agreement does not limit any rights of enforcement that Stripe may have under trade secret, copyright, patent, or other laws. Stripe’s delay or failure to assert any right or provision under this Connected Account Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Connected Account Agreement will be deemed a further or continuing waiver of such term or any other term.

c. Stripe Services Agreement: The Stripe Services Agreement version incorporated into this Connected Account Agreement is the version applicable to your Stripe Account jurisdiction. If the name of your jurisdiction does not appear in the title of the page accessible via this` Stripe Services Agreement link, please contact us and we will provide you with the correct link.

d. Right to Amend: Stripe may amend this Connected Account Agreement at any time. You will be provided with notice of amendments through email (which may originate from Stripe or from a Connect Platform), the Stripe dashboard, and/or Stripe’s web site. You agree that any changes to this Connected Account Agreement will be binding on you 7 days after the amendment is made by Stripe (or, if a longer period is required by applicable law, such longer period). If you elect to not accept the changes to this Connected Account Agreement, you must (a) provide notice to Stripe and (b) immediately cease using Stripe Connect. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Services you agree that you are consenting to any such changes to the Connected Account Agreement.

e. Assignment: You may not assign or attempt to assign this Connected Account Agreement without the express consent of Stripe in advance.

f. Entire Agreement: This Connected Account Agreement constitutes the entire agreement between you and Stripe with respect to Stripe Connect. This Agreement sets forth your exclusive remedies with respect to Stripe Connect. If any provision or portion of this Connected Account Agreement is held to be invalid or unenforceable under applicable law, then it will be reformed interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

Thank you and welcome to Stripe Connect!

The latest Stripe Connected Account Agreement can be found at https://stripe.com/us/connect-account/legal

AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Campaign Deputy LLC (“we,” “us” or “our”), concerning your access to and use of the website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Site. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereby agree as follows:
1. Use of the Service Offerings.
1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement and the terms of the Schedule of Services attached hereto as the Exhibit A and hereby incorporated by reference. Service Level Agreements and Service Terms apply to certain Service Offerings. You will comply with the terms of this Agreement and all laws, rules, and regulations applicable to your use of the Service Offerings. 1.2 Your Account. To access the Services, you must have a Campaign Deputy account associated with a valid email address and a valid form of payment. 1.3 Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
2. Changes.
2.1 To the Service Offerings. We may change or discontinue any or all of the Service Offerings or change or remove functionality of any or all of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings. 2.2 To the Service Level Agreements. We may change, discontinue, or add Service Level Agreements from time to time in accordance with Section 12.
3. Security and Data Privacy.
3.1 We will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access, or disclosure. 3.2 Data Privacy. We will not access or use Your Content except as necessary to maintain or provide the Service Offerings, or as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, we will give you notice of any legal requirement or order referred to in this Section 3.2. We will only use your Account Information in accordance with the Privacy Policy, and your consent to such usage. The Privacy Policy does not apply to Your Content.
4. Your Responsibilities.
4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees, or a third party (including your contractors, agents, or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account. 4.2 Your Content. You will ensure that Your Content and your and End Users’ use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. 4.3 Log-In Credentials and Account Keys. Campaign Deputy log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your private API key to your agents and subcontractors performing work on your behalf. 4.4 End Users. You will be deemed to have any action that you permit, assist, or facilitate any person or entity to take related to this Agreement, Your Content, or the use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services. 4.5 Stripe Connect. You agree to comply with the terms and conditions of the Stripe Connect Account Agreement (https://stripe.com/us/connect-account/legal) and any updates or modifications made thereto from time to time by Stripe. 4.6 Political Candidates . You agree that you will not use the service for fundraising, or data hosting for a United States Political Candidate running for as a Republican. Any use by a Political Candidate running as a Republican will result in Termination per section 7 and incur a $1,000 termination fee.
5. Fees and Payment.
5.1 Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Services you are using by giving you at least thirty (30) days prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
6. Temporary Suspension.
6.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine: (a) your or an End User’s use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party; (ii) could adversely impact our systems, the Service Offerings, or the systems or Content of any other Campaign Deputy customer; (iii) could subject us, our affiliates, or any third party to liability; or (iv) could be fraudulent; (b) you are, or any End User is, in breach of this Agreement; (c) you are in breach of your payment obligations under Section 5; (d) you use the Service Offerings for the business needs of any person or entity not authorized by the Agreement, including but not limited to distributing, sublicensing, renting, leasing, or loaning access to or use of the Service Offerings or Content to any third party; or (e) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.
7. Term; Termination.
7.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 7. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 7.2. 7.2 Termination. (a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you at least thirty (30) days advance notice. (b) Termination for Cause. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of thirty (30) days from receipt of notice of such breach by the other party. No later than the Termination Date, you will close your account. 7.3 Effect of Termination. (a) Generally. Upon the Termination Date: (i) except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate; (ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period described in Section 7.3(b); (b) Post-Termination. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the thirty (30) days following the Termination Date: (i) we will not take action to remove from the Campaign Deputy systems any of Your Content as a result of the termination; and (ii) we will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement. For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates under Section 5.
8. Proprietary Rights.
8.1 Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Service Offerings to you and any End Users. 8.2 Our Content. We shall retain ownership of all programs, files, content, software, design elements, source code, web pages, and any other information and/or documentation related thereto created by us hereunder (the “Software”). You obtain no rights under this Agreement from us, our affiliates, or our licensors to the Service Offerings, the Software, or our Content, including any related intellectual property rights. 8.3 License Restrictions. Neither you nor any End User will use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of the Software, the Service Offerings, or any Content included therein (except to the extent Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works); (b) reverse engineer, disassemble, or decompile the Software, the Service Offerings, or Content, or apply any other process or procedure to derive the source code of any software included in the Software, the Service Offerings, or Content (except to the extent applicable law doesn’t allow this restriction); (c) access or use the Software, the Service Offerings, or Content in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (d) resell or sublicense the Service Offerings. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
9. Indemnification and Representations
9.1 General. You will defend, indemnify, and hold harmless us, our affiliates, and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses (including, for the avoidance doubt, reasonable attorneys’ fees incurred) arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your Campaign Deputy account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User arising from or related to Campaign Deputy, the Service Offerings, and/or any End Users’ use thereof. You will reimburse us for our employees’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates. We will defend, indemnify, and hold harmless you and your affiliates and each of their respective officers, directors, and representatives from and against any Losses (including, for the avoidance doubt, reasonable attorneys’ fees incurred) arising out of or relating to any third-party claim related to our negligence in relation to, or breach of, this agreement. 9.2 Intellectual Property (a) Neither party will have obligations or liability under this Section 9.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content, or method. In addition, Campaign Deputy will have no obligations or liability arising from your or any End User’s use of the Services after Campaign Deputy has notified you to discontinue such use. The remedies provided in this Section 9 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content. 9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defense and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party. 9.4 Warranties and Representations (a) You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. (b) Each party hereto covenants and warrants that they have the right and title to any documents, images, ideas, or other elements which have been or will be provided by them to the other party arising from or in relation to this Agreement.
10. Disclaimers.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT; AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT;, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE; (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS; AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
11. Limitations of Liability.
WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS; OR (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE LIABILITY AROSE.
12. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by otherwise notifying you in accordance with Section 13.10; provided, however, that we will provide at least ninety (90) days advance notice in accordance with Section 13.10 for adverse changes to any Service Level Agreement. Subject to the ninety (90) day advance notice requirement with respect to adverse changes to Service Level Agreements, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. We last modified this Agreement on the date listed on the bottom of each page of this Agreement.
13. Miscellaneous.
13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement without our prior written consent, which shall not be unreasonably withheld. Any assignment or transfer in violation of this Section 13.1 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. 13.2 Entire Agreement. This Agreement, together with any exhibits, addenda, and schedules attached hereto, incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition, or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence, or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document. 13.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including your acts or failure to act, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 13.4 Governing Law. The laws of the Commonwealth of Kentucky, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Subject to Section 13.5, the courts of the Commonwealth of Kentucky, County of Jefferson, shall have jurisdiction over any dispute arising under this Agreement. Subject to Section 13.5, the parties hereby consent to personal jurisdiction in the courts of the Commonwealth of Kentucky, County of Jefferson, for purposes of any such dispute and waive any objection as to venue. 13.5 Disputes. Any dispute or claim relating in any way to your use of the Service Offerings, or to any products or services sold or distributed by Campaign Deputy, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Justin Thurman, Campaign Deputy 7406 Steeplecrest Circle, Louisville, KY 40222. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of filing, administration, and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for successful claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we and you waive any right to a jury trial. Notwithstanding any other provision of this Agreement, we and you mutually agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. 13.10 Notice. (a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Campaign Deputy website; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Campaign Deputy Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. (b) To Us. To give us notice under this Agreement, you must contact Campaign Deputy as follows: (i) email transmission to Joshua@campaigndeputy.com and Justin@campaigndeputy.com; or (ii) by personal delivery, overnight courier, or registered or certified mail to P.O. Box 8141 Louisville, KY, 40259, attention General Counsel. Notices provided by personal delivery will be effective immediately. Notices provided by electronic transmission or overnight courier will be effective one (1) business day after they are sent. Notices provided registered or certified mail will be effective three (3) business days after they are sent. 13.11 No Third-Party Beneficiaries. Except as expressly set forth in Section 9, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. 13.12 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective. 13.13 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect the intent of the original portion. If such construction is not possible, then (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
14. Definitions.
“Acceptable Use Policy” means the policy located at: https://www.campaigndeputy.com/aup (together with any successor or related locations designated by us), as it may be updated by us from time to time. “Account Information” means information about you that you provide to us in connection with the creation or administration of your Campaign Deputy account. For example, Account Information includes names, usernames, phone numbers, email addresses, and billing information associated with your Campaign Deputy account. “API” means an application program interface. “Content” means software (including machine images), data, text, audio, video, or images. “Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at: https://www.campaigndeputy.com/documentation (together with any successor or related locations designated by us), as such user guides and admin guides may be updated by Campaign Deputy from time to time. “End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Campaign Deputy account, rather than under your account. “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees). “Policies” means the Acceptable Use Policy, Privacy Policy, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described in the Campaign Deputy Content and on the Campaign Deputy Site, and any other policy or terms referenced in or incorporated into this Agreement, but does not include whitepapers or other marketing materials referenced on the CAMPAIGN DEPUTY website. “Privacy Policy” means the privacy policy located at: https://www.campaigndeputy.com/privacy (together with any successor or related locations designated by us), as it may be updated by us from time to time. “Service” means each of the services made available by us or our affiliates, including those web services described in the Service Terms. Services do not include Third-Party Content. “Service Attributes” means Service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics, and analytics. “Service Offerings” means the Services (including associated APIs), the AWS Content, the AWS Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content. “Site Terms” means the terms of use located at: https://www.campaigndeputy.com/terms/ (together with any successor or related locations designated by us), as may be updated by us from time to time. “Suggestions” means all suggested improvements to the Service Offerings that you provide to us. “Term” means the term of this Agreement described in Section 7.1. “Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other. “Third-Party Content” means Content made available to you by any third party on the AWS Site or in conjunction with the Services. “Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your Campaign Deputy account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content does not include Account Information. Last updated (August 15th, 2018)

The latest Terms of Service can be found at https://www.campaigndeputy.com/terms-of-service/