Terms of Service
AGREEMENT TO TERMS
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.
2.1 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.
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 office as a Republican. Any use by a Political Candidate running as a Republican will result in Termination per section 7. The Parties acknowledge and agree that, damages in the event the site be used by a Political Candidate running as a Republican are impossible to calculate in advance, you agree to pay us the sum of $1,000.00, as liquidated damages and not as a penalty, in the event you, your employees, or a third party (including your contractors, agents, or End Users) uses the Services on behalf of, or allows them to be used by, a Political Candidate running as a Republican.
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.
5.2 Late Fees. All late payments shall incur interest at the rate of 8.0% per month (or the highest rate permitted by law, if less).
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. Beginning twenty-four (24) hours after the Effective Date, 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 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 as set forth in 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.
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.
13.1 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 or incorporated herein by reference, 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. The courts of the Commonwealth of Kentucky, County of Jefferson, shall have jurisdiction over any dispute arising under this Agreement. 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 Attorney’s Fees. In the event of a breach of, or other default under, this Agreement, the defaulting party shall reimburse the non-defaulting party for all costs and expenses reasonably incurred by the non-defaulting party in connection with the default, including without limitation attorney’s fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation reasonable attorney’s fees.
13.6 Intellectual Property. Notwithstanding any other provision of this Agreement, the parties mutually agree that either party may bring suit against the other to enjoin infringement or other misuse of such party’s intellectual property rights.
13.7 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 email@example.com or (ii) by overnight courier or registered or certified mail to Campaign Deputy, LLC c/o General Counsel, 9462 Brownsboro Rd. #260 Louisville, KY, 40241. 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.
13.8 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.
13.9 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.
13.10 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.
13.11 Ambiguity. Each party acknowledges that such party has read and fully understands all of the provisions of this Agreement, is entering into this Agreement freely and voluntarily, and is duly authorized to execute this Agreement as a representative of the party they purport to represent. All parties have either been represented by Counsel, or, having considered whether to employ Counsel, have voluntarily chosen to not employ Counsel. The terms of this Agreement are not to be construed against any party because of the fact that Counsel for one party hereto has prepared the initial draft of this document and/or provided clerical services for any subsequent revisions thereto. This Agreement shall not be construed in favor of any party hereto, but rather as a whole in an attempt to give each provision the full intent provided by the Agreement. Any ambiguity is not to be construed in favor or against any party.
13.12 Campaign Deputy and its Affiliates may: (a) collect, extract, compile, synthesize, analyze, attribute, store, and otherwise use data resulting from Customer’s use and operation of the Service (“Usage Data”) including, without limitation, delivery data (e.g., whether, when, where, and how an Email was sent or delivered), email engagement data (e.g., whether, when, where, and how an Email was opened or clicked), engagement data (e.g., whether, when, where, and how a online form was opened or used), incorrect data (e.g., phone, address, email that is incorrect), data disclosed through Campaign Finance Reports made Publicly Available, and message data (e.g., message type, tone, length, and presentation); and (b) aggregate or compile Usage Data with other data, including data obtained via third parties and the usage data of other Campaign Deputy customers (“Aggregate Data”). Usage Data and/or Aggregate Data: (i) will not include any identifiers of Customer as a source of such data; (ii) constitutes “Campaign Deputy Data” hereunder; and (iii) will only be used by Campaign Deputy and its Affiliates to: (1) provide aggregate research statistics and insights (e.g., publishing average email open rates by city, and analyzing campaign trends); (2) optimize delivery, engagement, and conversion of Customer’s and other customers’ email campaigns (e.g., send time optimization, recipient validation, predictive filtering based on a recipient’s propensity to engage, convert, and/or complain, and content selection optimization); and (3) for its own lawful business purposes including operational support and planning, research and development, and additional product functionality.
“Acceptable Use Policy” means the policy located at: http://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.
“Campaign Finance Reports” means reports that are filled with a government entity and made public.
“Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services located at:
(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).
(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.
(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 (October 10th, 2020)