CAMPAIGNWELL, LLC
OFFICIAL TERMS AND CONDITIONS FOR MEMBERS

NOTICE: OFFICIAL TERMS AND CONDITIONS FOR MEMBERS UPDATED EFFECTIVE DATE: SEPTEMBER 18, 2017

NO PURCHASE NECESSARY TO PLAY OR WIN. PURCHASE WILL NOT INCREASE THE ODDS OF WINNING.

CampaignWell, LLC (collectively "CampaignWell," "us" "our," or "we") is a niche crowd sourcing business-to-business platform designed to connect businesses and entrepreneurs seeking to promote their brands, products and services (collectively, "Sponsors") with talented and creative freelancers (collectively, "Members") to generate advertising campaigns (collectively, the "Platform" or the "Services" and each individually a "Campaign"). The chances to be selected by a CampaignWell Sponsor as a Winning Campaign Submission are based on skill. Chance plays no part in the outcome or determination of a Member’s chances to win.

From time to time, we review these Official Terms and Conditions ("Agreement" or the "Member Terms") to ensure compliance with applicable law. Consequently, we reserve the right to update and revise these Member Terms at any time. You will know if the Member Terms have been revised since your last visit to the Platform by referring to the "Effective Date" date at the top of this page. Your registration as a CampaignWell Member constitutes your acceptance of the terms and conditions of these Member Terms as amended or revised by us from time to time, and you should therefore review these Member Terms regularly to ensure that you are aware of its terms or any changes made hereto.

PLEASE READ THESE MEMBER TERMS CAREFULLY. THESE MEMBER TERMS CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND CAMPAIGNWELL.BY REGISTERING AS A MEMBER, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE MEMBER TERMS AS WELL AS ANY OTHER TERMS OR GUIDELINES THAT APPLY TO ANY PORTION OF THE WEBSITE AND THE PLATFORM, WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO THESE MEMBER TERMS, YOU MUST EXIT THE PLATFORM IMMEDIATELY AND DISCONTINUE ANY USE OF THE INFORMATION OR SERVICES OBTAINABLE OR ACCESSIBLE THROUGH THE PLATFORM. THE SERVICES OFFERED AT THE PLATFORM ARE OPEN ONLY TO LEGAL RESIDENTS OF THE 50 UNITED STATES OR DISTRICT OF COLUMBIA, 18 YEARS AND OLDER.

If you have any questions about these Member Terms, please contact us at info@campaignwell.com.

1. MEMBER PROFILE. Members are required to set up an account and/or password(s) in order to use the Platform and submit Campaign ideas to CampaignWell on behalf of its Sponsors (each a "Campaign Submission"). Members may submit as many Campaign Submissions as possible within the time allotted by CampaignWell. Members shall be solely responsible for maintaining the confidentiality of their Campaign Submissions, account and password(s) and for restricting access to its respective computers. If a Member registers or provides us with any information, Member agrees to complete the registration form by providing us with current, complete, and accurate information as requested by any forms, including, without limitation, Member’s name, username, e-mail address, portfolio URL, company name (if applicable), and address (collectively, "Member Profile Information"). Member agrees that he/she/it will provide true, current, complete, and accurate Profile Information in connection with any inquiry, quote request, or other request for information. CampaignWell is not responsible for any errors or delays in responding to any inquiry or request caused by any incorrect, outdated, or incorrect information provided by Member or any technical problems beyond the control of CampaignWell. Member acknowledges and agrees that any login, identifier, or password issued in connection with this Platform (each a "Password") is confidential information. Member must maintain the confidentiality of any Password, and Member shall not disclose such Password to any other person or entity or permit any other person or entity to access the Platform using such Password. Member agrees to notify CampaignWell immediately of any unauthorized use of any Password that is not issued directly to Member or approved by CampaignWell. Member acknowledges and agrees that CampaignWell, in its sole discretion, may suspend or disqualify Member from being eligible for any contest, and refuse any and all current and future, access to or use any portion of the Platform at any time without notice to Member. CampaignWell cannot be responsible, and disclaims all liability in connection with, the use of any information that Member posts or displays on the Platform. Member should use caution when posting any information, including proprietary information and personally identifiable information to the Platform.

2. ELIGIBILITY. Employees, members, officers and directors of CampaignWell, their legal representatives, and each of their respective affiliates, parents, subsidiaries, advertising, promotional, fulfillment and marketing agencies, and their immediate families (and those living in their respective households) are not eligible to become a Member. By registering as a Member, participants agree to release, discharge and hold harmless CampaignWell, its legal representatives, affiliates, subsidiaries, parents, agencies and members, officers, directors, employees and agents, from and against any and all damages that may arise out of, or in connection with, participation in the Services offered by CampaignWell or out of the acceptance, use, or misuse of the Platform. By participating, Member agrees to the terms of these Member Terms and all other terms of use and policies posted on the Platform, which are final and binding in all respects. By using any of the Services offered on this Platform, Member represents and warrants that he/she/it: (a) has the right, authority, and capacity to enter into this Agreement; (b) shall abide by the Member Terms contained herein; (c) is not legally barred from entering into a lawfully executed contract under any of the applicable jurisdictions; and (d) shall not indulge in any activity or omission that is considered unlawful under any applicable law. CampaignWell reserves the right to accept or reject the registration application of any Member at its sole discretion without assigning any reason to anyone.

3. FEES. Member acknowledges that each Sponsor will pay CampaignWell a Fee for partaking in CampaignWell’s Services (the "Fee"). Members shall not have access to information concerning the Fee. CampaignWell is solely responsible for tendering the Payout to the Winning Member. Once a Member commences work on a particular Sponsor Project Brief (a "Project"), Sponsor shall be prohibited from changing the scope of the Campaign Submissions and/or Project specifications. As a result, the Payout shall not be increased or decreased by the amount of the Fee.

4. SPONSOR PROJECT BRIEFS. Members will have an opportunity to review Sponsor Project Briefs. Sponsor Project Briefs are information concerning the brand, product and/or service (the "BPS") the Sponsor is seeking to market. The Sponsor Project Brief shall also contain answers from the Sponsor surrounding the BPS and shall identify the primary media the Sponsor expects to use for the Campaign and the approximate budget for the Campaign. Members shall be afforded a brief opportunity to ask the Sponsor any additional questions he/she/it might have in conjunction with the Campaign. All Sponsor Project Briefs are considered to be confidential irrespective of opting into the Project. None of the information you view in the Sponsor Project Brief can be disclosed to anyone beyond the administering Sponsor at anytime. In the event information from a Sponsor Project Brief is disclosed by you, CampaignWell reserves the right to disqualify you from the Project and you will be solely liable for any damages and reasonable legal fees associated with the disclosure.

5. MEMBER PROJECTS. Upon registering at the Platform, Members shall be able to access a list of their open Campaign Submissions as well as a list of all available Sponsor Projects. Each Project shall: (i) set forth the name of the Campaign; (ii) identify the Sponsor; (iii) set forth strict deadlines for each Round Campaign Submissions; (iv) set forth the amount Member shall be paid for the Campaign should Member’s Campaign Submission be deemed the Winning Campaign and the Member deemed the Winning Member. Once a Project is complete or a Member fails to advance to a further Round, you will not have access to conversations or Campaign Submissions concerning that Project.

6. MEMBER CAMPAIGN SUBMISSIONS. There shall be three (3) Working rounds reviewing and vetting the Campaign Submissions. The Initial Work Period shall consist of as many Campaign Submissions generated from a pool of no more than ten (10) Members over a period of ten (10) business days ("Round 1 Work Period"). Each Member shall not be limited to the number of Campaign Submissions he/she/it is permitted to submit, however, Members are required to submit at least one (1) Campaign Submission. Upon expiration of the Round 1 Work Period, Sponsor shall have a three (3) business day Review Period to select three (3) Campaign Submission Finalists ("Round 1 Review Period"). During the Round 1 Review Period, Sponsor shall provide written feedback to the Finalists through the CampaignWell Website concerning the Campaign Submissions. Upon written response to the three (3) Finalists, Members shall have five (5) business days (the "Round 2 Work Period") to revise, address and agree upon the Sponsor’s feedback concerning the one (1) Campaign Submission and develop two (2) executions of Sponsor’s choosing. The two (2) executions shall be set forth on the Sponsor Project Brief as the two most likely medium the Campaign will be used on. Upon expiration of the Round 2 Work Period, Sponsor shall have three (3) business days (the "Round 2 Review Period") to select one (1) Campaign Submission as the Winning Campaign Submission and provide written feedback to Winning Member through the CampaignWell Website. Thereafter, Sponsor shall have five (5) business days (the "Final Work Period") to work together with the Member providing ongoing feedback to both the Member and CampaignWell in an effort for the Member to finalize the Campaign Submission. Sponsor shall provide final approval of the Campaign Submission no later than the expiration of the Final Work Period (the "Final Deliverables"). For purposes of this Agreement, CampaignWell shall be solely responsible for determining, in its sole discretion, "completion" of each round in conformance with the terms herein.

7. CAMPAIGN SUBMISSION CONTENT. All Members represent and warrant to CampaignWell that their Campaign Submissions shall not: (a) commercially exploit third party works; (b) violate copyrights, trademarks, service marks, patents or other intellectual property protected of any third party; (c) violate the Children’s Online Privacy Protection Act; (d) violate all federal and state statutes and governmental regulations pertaining to privacy, deceptive marketing, data protection and credit; (e) have previously won a CampaignWell Payout; (f) contain content previously published or distributed in any media (including, without limitation, on the Internet); (g) contain content that a reasonable consumer would deem false and/or misleading; and (h) contain elements in video, stills, clip art, stock footage, supers, music (lyrics and/or melody) or other materials owned or licensed by a third party. Notwithstanding Section 7(i), to the extent a Member’s Campaign Submission contains elements in video, stills, clip art, stock footage, supers, music (lyrics and/or melody) or other materials owned or licensed by a third party, upon prior written disclosure to a duly authorized CampaignWell representative, Member may be permitted to use such elements in a Campaign Submission by identifying: (i) the elements; (ii) the source of the elements; (iii) the costs associated with obtaining the rights to the elements. Except as otherwise set forth herein, all Campaign Submissions must be a Member’s own original work created, ideated, originated, and performed by each Member. Further, each Member represents and warrants to CampaignWell that he/she/it has the legal right to use the content in the applicable Campaign Submissions and that each Campaign Submission shall comply with the FTC Guidelines Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255).

8. WINNING CAMPAIGN SUBMISSION. Sponsor shall select the Winning Member Campaign Submission ("Winning Member") from among the total number of eligible submissions (each, a "Campaign Submission") CampaignWell receives, provided however, that the total number of Members eligible to compete on any particular Project shall be no greater than the first ten (10) Members to successfully complete their registration for a particular Project. CampaignWell shall determine the number of eligible Members on a first come, first serve basis. A CampaignWell representative will notify you by e-mail if you have been selected for a Project. A CampaignWell representative will also notify you by e-mail if you are the Winning Member. The Winning Member must reply to CampaignWell within 48 hours of receiving the notification indicating his/her/its acceptance. In the event the Winning Member fails to reply to the notification within 48 hours, an alternate Winning Member will be selected. Sponsor’s decision on the Winning Member shall be final in all matters. The odds to become the Winning Member depend on the total number of all eligible Campaign Submissions received. In the event of a dispute as to the identity of the Winning Member based on an e-mail address, the winning Campaign Submission will be declared made by the authorized account holder of the e-mail address submitted at time the Member’s Profile Information was submitted to the Platform. For purposes of these Member Terms, "Authorized account holder" is defined as the natural person who is assigned to an e-mail address by an Internet access provider, on-line service provider or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e- mail addresses for the domain associated with the submitted e-mail address. There will be three (3) Finalists per Project but only one (1) Winning Member. Only the Winning Member shall receive the payout set forth in the "Available Project" section of the Platform (the "Payout"). The Payout is neither transferable nor redeemable for a prize nor is it substitutable, except by CampaignWell, at its sole discretion, for a prize of equal or greater value. All taxes and any other costs and expenses associated with the Payout and not specifically included herein are solely the Winning Member’s responsibility. The Finalists and the Winning Member will be required to complete various forms (accessed here), including a W-9. The Finalists and the Winning Member shall provide CampaignWell with his or her Social Security Number or Tax Identification Number for tax reporting purposes and will receive IRS Form 1099 as required by law. The Winning Member shall treat the Winning Campaign as confidential information and shall not disclose the idea or executions associated with the Campaign. Further, the Winning Member shall not use the Campaign for self-promotion in any manner until the Winning Campaign is made publicly available. Release of the Campaign and timing of its release is at the sole discretion of the Sponsor.

9. DISQUALIFICATION. Persons found tampering with or abusing any aspect of the Platform, as solely determined by the CampaignWell, will be disqualified from becoming a Member or the Winning Member. CampaignWell reserves the right to terminate any Member’s eligibility to participate in this or any future Project and/or any of the Services offered at the Platform, including for example, any person or Member attempting to enter with multiple e-mail addresses or under multiple identities. Any use of robotic, macro, programmed or like entry methods will void all such entries and disqualify any Member’s using such methods.

CAMPAIGNWELL RESERVES THE RIGHT TO REJECT ANY CAMPAIGN SUBMISSION AND THUS DISQUALIFY ANY MEMBER IF IT DETERMINES, IN ITS SOLE DISCRETION, THAT THE CAMPAIGN SUBMISSION CONTAINS UNSUITABLE OR OFFENSIVE CONTENT, INCLUDING, WITHOUT LIMITATION, NUDITY, SEXUALLY EXPLICIT, DISPARAGING, LIBELOUS OR OTHER INAPPROPRIATE CONTENT, OR VIOLATES ANY OF THE REQUIREMENTS OF THESE MEMBER TERMS.

11. RESTRICTIVE COVENANTS. Member agrees that he/she/it will not for any reason or no reason, take any action to circumvent the relationship between CampaignWell and its Sponsors and Members by: (a) directly or indirectly entering into any business transaction, and/or making any contract with a CampaignWell Sponsor without the express prior written consent of the CampaignWell; (b) directly or indirectly entering into any contract or other agreement directly or indirectly with CampaignWell’s employees, consultants or independent contractors and/or CampaignWell’s, customers, vendors, partners, unless otherwise previously agreed to by the CampaignWell in writing; (c) directly or indirectly take any action that that constitutes an interference with or disruption of any of the business activities of the CampaignWell or its other Sponsors and/or Members including, without limitation: (i) soliciting other CampaignWell registered Sponsors and/or Members, vendors, partners, employees, consultants or independent contractors and/or CampaignWell’s Sponsor’s and/or Members, to hire, offer to hire, entice, or in any other manner persuade or attempt to persuade CampaignWell’s registered Sponsor’s and/or Members to discontinue or alter its relationship with CampaignWell.

12. INDEMNIFICATION. MEMBER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS CAMPAIGNWELL, ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND THIRD PARTY PARTNERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM: (A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF MEMBER, ITS AFFILIATES, AGENTS OR REPRESENTATIVES; (B) MEMBER’S BREACH OF ANY OBLIGATION, REPRESENTATION AND/OR WARRANTY CONTAINED IN OR ARISING OUT OF THIS AGREEMENT, INCLUDING THE DISCLOSURE BY MEMBER OF ANY WINNING CAMPAIGN OR SPONSOR PROJECT BRIEF; (C) CLAIMS AGAINST CAMPAIGNWELL FOR INFRINGEMENT UPON A THIRD-PARTY’S TRADEMARKS, COPYRIGHTS, PATENT RIGHTS, PRIVACY RIGHTS AND/OR OTHER INTELLECTUAL PROPERTY RIGHTS DUE TO CAMPAIGNWELL’S USE OF ANY CAMPAIGN OR CAMPAIGN SUBMISSION IDEATED BY MEMBER. CAMPAIGNWELL ASSUMES NO OBLIGATIONS OR LIABILITIES OF MEMBER.

13. WORK FOR HIRE. Member hereby irrevocably acknowledges and agrees in favor of CampaignWell and its legal representatives, licensees, successors and assigns, those for whom Campaign Well may be acting, and those who may be acting with Member and/or CampaignWell’s authority and permission, respectively (collectively, the "Authorized Parties") that each Campaign Submission, including, without limitation, the photographs, illustrations, video or other images and/or material used by Member in any media, including without limitation, on the world wide web or internet ("Images") is or has been specifically ordered by CampaignWell as a "work made for hire" as that term is defined in the United states Copyright Act, and as such, CampaignWell, upon entry of each Campaign Submission, owns all worldwide right, title and interest in and to the Campaign Submissions, the Images and all related materials (including copyright, all other intellectual property and other proprietary right(s). Further, CampaignWell shall have the irrevocable right (which may be licensed, transferred, granted or assigned to other parties as CampaignWell sees fit) to use, publish, reproduce, create derivative works of, distribute, publicly perform and publicly display, either digitally or in any other medium now known or later developed, such Campaign Submissions, including the Images in any form, as part of a composite or distorted in character or form, without restriction as to text, changes or alterations, whether or not in conjunction with the promotion, art, editorial, advertising, trade, publishing, or any other commercial purpose whatsoever. Member hereby disclaims any and all exclusive, complete and unrestricted ownership in and to the Campaign Submissions and the Images (including all intellectual property rights therein), or claim adverse rights therein. Member also consents to the use of any narrative, text, audio, sound, action, program, effect or other matter that may be used in connection with the Campaign Submissions and the Images and the permitted uses, and irrevocably waives any right that the Member may have to inspection or approval of any of the deliverables or uses contemplated herein; provided however, CampaignWell, without limiting its right and ability to complete control over all content for the Campaign Submissions and Images, shall consider Member’s input and suggestions for the Project. Member hereby irrevocably releases CampaignWell and each of the Authorized Parties, and any and all other parties acting under right, title, assignment, grant or license from any liability, costs or expenses arising by virtue of: (i) any blurring, distortion, alteration, optical illusion or use in composite form, whether intentional or otherwise, that may occur or be produced in the creation of the Campaign Submissions and the Images or in any subsequent use, processing or publication thereof; (ii) any claim or cause of action, now known or later developed, resulting from or in connection with any use of the Campaign Submissions and the Images contemplated by herein, including without limitation, any claims for libel, defamation, invasion of privacy, or breach of publicity or other property rights; and (iii) any disclosure of confidential or proprietary information by Member, including the disclosure of information relating to a Sponsor Project Brief or the Winnning Campaign.

CONTACT US

E-mail Customer Service at info@campaignwell.com for website experience, product questions and general feedback/questions.

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