CAMPAIGNWELL, LLC

NOTICE: OFFICIAL SPONSOR TERMS AND CONDITIONS

EFFECTIVE DATE: SEPTEMBER 18, 2017

From time to time, we review these Official Sponsor Terms and Conditions (“Agreement” or the “Sponsor Terms”) to ensure compliance with applicable law. Consequently, we reserve the right to update and revise these Sponsor Terms at any time. You will know if the Sponsor 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 Sponsor and payment of the Fee constitutes your acceptance of the terms and conditions of these Sponsor Terms as amended or revised by CampaignWell, LLC (the “Company,” “CampaignWell,” “us,” “our,” or “we”) from time to time, and Sponsor should therefore review these Sponsor Terms regularly to ensure that it is aware of its terms or any changes made hereto.

PLEASE READ THESE SPONSOR TERMS CAREFULLY. THESE SPONSOR TERMS CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND CAMPAIGNWELL.BY REGISTERING AS A SPONSOR, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE SPONSOR TERMS AS WELL AS ANY OTHER SPONSOR-RELATED TERMS OR GUIDELINES THAT APPLY TO ANY PORTION OF THE PLATFORM, WITHOUT LIMITATION OR QUALIFICATION. IF SPONSOR DOES NOT AGREE TO THESE TERMS, IT MUST EXIT THE PLATFORM IMMEDIATELY AND DISCONTINUE ANY USE OF THE INFORMATION OR SERVICES OBTAINABLE OR ACCESSIBLE THROUGH THE PLATFORM.

If Sponsor has any questions about these Sponsor Terms, please contact us at info@campaignwell.com.

TERMS AND CONDITIONS

1. SERVICES. CampaignWell is a niche crowd sourcing business-to-business platform designed to connect businesses and entrepreneurs seeking to promote their brands, products or services (collectively, “Sponsors”) with talented and creative freelancers (collectively, “Members”) to generate advertising campaigns (collectively, the “Platform” and each individually a “Campaign”) (the “Services”).

2. FEES. Sponsor shall pay CampaignWell a Fee for the Services (the “Fee”). Upon acceptance of these Sponsor Terms, Sponsor will be prompted to the Fee section of the Platform. The Fee shall be payable in US Dollars. The Fee shall be non-refundable upon payment. For your convenience, we accept payment of the Fee via wire or corporate checks. We also accept all major credit and debit cards, including without limitation, American ExpressTM, VISATM, and MasterCardTM. All debit and credit cards will be pre-authorized at the time Sponsor pays the Fee to CampaignWell. A processing fee will be charged to Sponsor for use of a credit or debit card. Please note that the funds may be held by Sponsor’s bank or processor and as a result might result in a processing delay and the length of time CampaignWell receives payment of the Fee. In turn, such a delay may adversely effect commencement of the Project. The Project shall not commence until CampaignWell acknowledges that the Fee has been paid and fully processed. CampaignWell is not responsible for overdraft fees. Your debit or credit card will be charged at the time the Fee is paid. Sponsor acknowledges that CampaignWell uses a third party processing company (in most instances StripeTM), for its on-line credit and debit card transactions and is thus not responsible for any damage to Sponsor arising from CampaignWell’s third party processing company. The importance of security for all personally identifiable information associated with our Sponsors is of utmost concern to us. We take great care in providing secure transmission of Sponsor’s information from its computer to our servers as more fully set forth in our Privacy Policy. Unfortunately, no data transmission over the Internet can be guaranteed to be 100% secure. As a result, while we are committed to protecting your information, particularly your financial information, CampaignWell cannot entirely ensure or warrant the security of any information Sponsor transmits to us or to its third party processing companies for payment of the Fee.

3. SPONSOR PROFILE. Sponsor shall be required to set up an account in order to use the Platform and access the Services. Sponsor shall appoint one or more representatives who shall be solely responsible for maintaining the confidentiality of its account and password(s) and for restricting access to its respective computers. Sponsor agrees to complete the account initiation, registration, or other process by providing us with current, complete, and accurate information as requested by any forms, including, without limitation, Sponsor’s name, username, e-mail address, company name, telephone number and company address (collectively, “Profile Information”). Sponsor agrees that 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 it or any technical problems beyond the control or CampaignWell. Sponsor acknowledges and agrees that any login, identifier, or password issued in connection with this Platform (each a “Password”) is confidential information. Sponsor must maintain the confidentiality of any Password, and it may not disclose such Password to any other person or entity or permit any other person or entity to access the Platform using such Password unless such person or entity is a Sponsor representative duly authorized to maintain the confidentiality of the Password. Sponsor agrees to notify CampaignWell immediately of any unauthorized use of any Password that is not issued directly to Sponsor or approved by us. Sponsor acknowledges and agrees that CampaignWell, in its sole discretion, may suspend or discontinue the Services, and refuse any and all current and future, access to or use any portion of the Platform at any time without notice to it. CampaignWell cannot be responsible, and disclaims all liability in connection with, the use of any information that it post or display on this Platform. Sponsor should use caution when posting any information, including proprietary information to the Platform.

4. SPONSOR PROJECT BRIEFS. Sponsor shall be required to submit information concerning the Campaign, including information concerning the brand, product and/or service (the “BPS”) Sponsor desires to promote. Sponsor shall be responsible for answering a series of questions surrounding the BPS and/or the Campaign, such as identifying the primary media the Sponsor expects to use for the Campaign and the approximate budget for the Campaign. In answering these questions and others, Sponsor will be limited to a specific number of characters per answer. The number of characters shall be identified beneath each applicable question. Sponsor’s submitted responses must not contain content that harasses, slanders, maligns, libels, defames, threatens, or otherwise violates any rights of any third-parties and must not include any profanity, obscene, indecent, pornographic, defamatory or unlawful material. CampaignWell agrees and acknowledges that the BPS is deemed Confidential Information and that it shall disclose the BPS only to those Members and CampaignWell employees, directors, advisors and agents who need access to the BPS in connection with the Project and to no one else. CampaignWell shall assure that all persons who receive any of the BPS directly or indirectly from it will abide by the terms and conditions of this Agreement as if such persons were parties hereto. Notwithstanding the foregoing, CampaignWell shall not be liable for breach of the restrictions contained herein on use and disclosure of BPS if it can demonstrate from written records that such information: (i) was already in the public domain or became publicly available through no breach of this Agreement by CampaignWell; (ii) was rightfully and lawfully in the Company’s possession without obligation of confidence prior to receipt of the BPS; (iii) did not originate in any way from Sponsor; (iv) is required to be disclosed by CampaignWell to comply with a judicial order or decree; or (v) was disclosed with the duly authorized prior written consent of the Sponsor. Sponsor acknowledges that all BPS will remain, upon its submission, the sole and exclusive property of Sponsor and Sponsor.

5. CAMPAIGN SUBMISSION REVIEW. Sponsor shall be entitled to three (3) rounds of reviewing and vetting the Campaign Submissions (as defined in the Member Official Rules). The Initial Work Period shall commence upon written notification from a duly authorized CampaignWell representative to Sponsor, but in no event shall the Initial Work Period commence without CampaignWell’s receipt of the Fee and acceptance to these Sponsor Terms. The Initial Work Period shall consist of as many Campaign Submissions generated from a pool of no more than ten (10) CampaignWell-screened 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. Upon expiration of the Round 1 Work Period, Sponsor enters 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 CampaignWell concerning the Campaign Submissions. Sponsor shall identify the three (3) Finalist Campaign Submissions no later than the expiration of the three (3) day Round 1 Review Period deadline. Upon written response to the three (3) Finalists, Members shall have five (5) business days (the “Round 2 Work Period”) to revise the one (1) Campaign Submission and develop two (2) executions. 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 CampaignWell. Sponsor shall identify the winning Campaign Submission no later than the expiration of the Round 2 Review Period deadline. 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 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.

6. PROJECT SPECIFICATIONS. Once a CampaignWell Member commences work on a particular Project (as defined herein), Sponsor is strictly prohibited from changing the Project specifications. Sponsor is responsible for proofreading all Campaign Submissions and shall confirm that Sponsor has accepted the Winning Campaign Submission to the Company in writing. The Platform will prompt Sponsor to approve the Winning Campaign Submission. Approval of the Winning Campaign Submission shall not be unreasonably withheld, delayed or conditioned by Sponsor without the prior express prior written consent of CampaignWell.

7. CAMPAIGN SUBMISSION RE-RUNS. If Sponsor is not satisfied with any of the Campaign Submissions prior to “completion” of the Round 1 (as defined hereinbelow), Sponsor may notify a duly authorized CampaignWell representative in writing of its concerns (“Re-Run Request”). Within three (3) business days of receipt of the Re-run Request, the CampaignWell representative will assist Sponsor in revising the Sponsor Project Brief so that Sponsor, at CampaignWell’s sole discretion, may review new Campaign Submissions from a pool not to exceed ten (10) Members at no additional cost to Sponsor. Sponsor agrees and acknowledges that this is its sole remedy at law or in equity. For the sake of clarity, upon “completion” of the Round 1, no Re-Run Requests shall be permitted.

8. SELECTION OF WINNING CAMPAIGN SUBMISSION. Sponsor shall select the Winning Campaign Submission (“Winning Campaign Submission”) from the total number of eligible Campaign Submissions entered per Project. CampaignWell will be solely responsible for notifying the Winning Member (the “Winning Notice”). The Winning Member shall have forty-eight (48) hours after receipt of the Winning Notice to respond to a duly authorized CampaignWell representative indicating his/her/its acceptance as the Winning Member. If the Winning Member fails to reply to the notification within 48 hours, the Campaign Submission may still be assigned to Sponsor, however, an alternate Winning Member will be selected. 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. “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 only be one (1) Winning Member that shall receive the final 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. Sponsor shall be solely responsible for obtaining and securing all licenses, sublicenses, copyrights, trademarks, service marks, patents, privacy rights or other intellectual property protected of any third party prior to publishing its Campaign.

9. DISQUALIFICATION. Sponsors found tampering with, abusing any aspect of the Services or the Platform, or materially breaching any material term of this Agreement, including Section 10 hereof, as solely determined by the CampaignWell, in its sole discretion, shall be disqualified from selecting a winning Campaign Submission and shall not receive a refund of the Fee.

10. RESTRICTIVE COVENANTS. Sponsor agrees that it will not for any reason or no reason, take any action to circumvent the relationship between CampaignWell and its Members by: (a) directly or indirectly entering into any business transaction, and/or making any contract with any Member 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 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 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 registered Members to hire, offer to hire, entice, or in any other manner persuade or attempt to persuade CampaignWell’s registered Members to discontinue or alter its relationship with CampaignWell.

11. NON-DISCLOSURE. Sponsor and Company shall each retain as confidential all proprietary business information of the other and shall not disclose such confidential, proprietary business information or any terms and conditions to any third party, except as to accountants and lawyers and others which are bound by a duty of confidentiality, without the prior written consent of the other party, except as may be necessary to perform Company’s and Sponsor’s undertakings and obligations hereunder or as may be required by law, regulation or judicial order or litigation (under appropriate confidentiality provisions).

12. INDEMNIFICATION. SPONSOR 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 SPONSOR, ITS AFFILIATES, AGENTS OR REPRESENTATIVES; (B) SPONSOR’S BREACH OF ANY OBLIGATION, REPRESENTATION AND/OR WARRANTY CONTAINED IN OR ARISING OUT OF THIS AGREEMENT; (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. CAMPAIGNWELL ASSUMES NO OBLIGATIONS OR LIABILITIES OF SPONSOR.

13. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAMPAIGNWELL, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO SPONSOR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (I) ERRORS, MISTAKES, OR INACCURACIES WITH REGARD TO THE CAMPAIGN SUBMISSIONS; OR (II) SPONSOR’S USE OF THE SERVICES MADE AVAILABLE ON OR THROUGH THE PLATFORM, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CAMPAIGNWELL OR ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS OR LICENSORS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SPONSOR AGREES THA T BECAUSE SUCH W ARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN SPONSOR AND CAMPAIGNWELL, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPONSOR AND CAMPAIGNWELL, CAMPAIGNWELL’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. SPONSOR UNDERSTANDS AND AGREES THAT CAMPAIGNWELL WOULD NOT BE ABLE TO OFFER THE SERVICES TO SPONSOR ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.

14. RELEASE. SPONSOR HEREBY RELEASES CAMPAIGNWELL AND ITS MEMBERS (AS DEFINED HEREIN), OWNERS, OFFICERS, DIRECTORS AND EMPLOYEES (THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS, OBLIGATIONS, DAMAGES (ACTUAL, SPECIAL, INDIRECT OR CONSEQUENTIAL), COSTS, AND EXPENSES OF ANY KIND OR NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, THAT SPONSOR MAY HAVE AGAINST CAMPAIGNWELL OR THE RELEASED PARTIES ARISING OUT OF OR IN ANY WAY RELATED TO SUCH ANY SERVICES AVAILABLE AT THE WEBSITE OR PLATFORM AND FROM ANY CLAIMS FOR INFRINGEMENT UPON A THIRD-PARTY’S TRADEMARKS, COPYRIGHTS, PATENT RIGHTS, PRIVACY RIGHTS AND/OR OTHER INTELLECTUAL PROPERTY RIGHTS DUE TO SPONSOR’S USE OF ANY CAMPAIGN OR CAMPAIGN SUBMISSION. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CAMPAIGNWELL SHALL NOT BE LIABLE FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF INTANGIBLE PROPERTY, EVEN IF CAMPAIGNWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (I) THE USE OF THE SERVICES, THE PLATFORM, THE WEBSITE OR INABILITY TO USE THE SERVICES, PLATFORM OR WEBSITE, (II) THE DISCLOSURE OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY TRANSMISSION OR DATA, (III) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY, (IV) INFRINGEMENT UPON A THIRD-PARTY’S TRADEMARKS, COPYRIGHTS, PATENT RIGHTS, PRIVACY RIGHTS AND/OR OTHER INTELLECTUAL PROPERTY RIGHTS DUE TO THE USE OF ANY CAMPAIGN OR CAMPAIGN SUBMISSION, OR (V) ANY OTHER MATTER RELATING TO CAMPAIGNWELL OR THE SERVICES OFFERRED AT THE PLATFORM.

15. GOVERNING LAW. This Agreement and the relationship between Sponsor and CampaignWell shall be governed by the laws of the State of New York as if Sponsor signed this Agreement in New York. The provisions of this Agreement that conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in and for Westchester County, New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Platform and the Services or your breach of this Agreement.

16. SEVERABILITY. If any of terms of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition.

17. ENTIRE AGREEMENT. The terms of this Agreement together with all other policies set forth on the Website constitute the entire agreement between the Sponsor and CampaignWell with respect to the Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written with respect to the Services. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved.

SPONSOR ACKNOWLEDGES THAT IT HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT AND THAT BY USING THE WEBSITE AND THE PLATFORM SPONSOR AGREES TO BE BOUND BY THIS AGREEMENT.

CONTACT US

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

Mail:
CampaignWell, LLC
7 Rye Ridge Plaza
#134
Rye Brook, NY 10573