CAMPAIGNWELL, LLC WEBSITE TERMS OF USE

NOTICE: WEBSITE TERMS OF USE UPDATED EFFECTIVE DATE: SEPTEMBER 18, 2017

Welcome to the www.campaignwell.com website (the "Website"). The Website is an Internet property of CampiagnWell, LLC (collectively "CampaignWell," "us" "our," or "we"). For most marketers, developing expert advertising campaigns is too expensive and time consuming. CampaignWell is therefore dedicated to connecting advertisers to top-tier crowdsourced creative talent for the creation and development of advertising campaigns in a better, faster and cheaper fashion than those created by traditional advertising agencies (the "Platform").

From time to time, we review the terms of this Agreement (the "Agreement") to ensure compliance with applicable law. Consequently, we reserve the right to update and revise this Agreement at any time. You will know if this Agreement has been revised since your last visit to the Website by referring to the "Effective Date" date at the top of this page. Your use of our Website constitutes your acceptance of the terms of this Agreement as amended or revised by us from time to time, and you should therefore review this Agreement regularly to ensure that you are aware of its terms.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CREATES A BINDING LEGAL CONTRACT BETWEEN YOU AND CAMPAIGNWELL. BY USING THIS WEBSITE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AS WELL AS ANY OTHER TERMS, GUIDELINES OR RULES THAT APPLY TO ANY PORTION OF THIS WEBSITE, WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST EXIT THE WEBSITE IMMEDIATELY AND DISCONTINUE ANY USE OF THE INFORMATION OR SERVICES OBTAINABLE OR ACCESSIBLE THROUGH THE WEBSITE. THE SERVICES 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 the Agreement, please contact us at info@campaignwell.com.

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

2. CAUTION. ANY ATTEMPT TO DELIBERATELY DAMAGE THE WEBSITE OR UNDERMINE THE LEGITIMA TE OPERA TION OF THE WEBSITE AND THE PLATFORM IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, CAMPAIGNWELL RESERVES THE RIGHT TO SEEK DAMAGES OR OTHER REMEDIES FROM ANY SUCH PERSON(S) RESPONSIBLE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW.

3. PRIVACY. We have adopted a Privacy Policy that you should refer to in order to fully understand how we collect and use information. Our Privacy Policy is hereby incorporated into this Agreement by reference.

4. ELECTRONIC COMMUNICATIONS. When you visit the Website, send us e- mails, or respond to our questions, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

5. COPYRIGHT. Images of people, places and/or products posted on this Website are either the property of CampaignWell, or are used by us with express permission. Unless otherwise noted, all content included on this Website, including images, illustrations, designs, icons, photographs, video clips and written and other materials is the property of CampaignWell or its partners or affiliates and is protected by United States and international copyright laws. The compilation of this Website is the exclusive property of CampaignWell and is protected by United States and international copyright laws. Any unauthorized use of any content on this Website is strictly prohibited and may violate copyright and trademark laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes. No materials or content provided on or through this Website may be reproduced, distributed, publicly performed, publicly displayed, communicated to the public, or used for the creation of a derivative work without the express written permission of the copyright owner of such materials or content. To inquire about obtaining authorization to use the materials or content on this Website, please contact us at info@campaignwell.com.

6. TRADEMARKS. All trademarks, service marks, and trade names (collectively the "Marks") that appear on this Website are proprietary to CampaignWell, or the other respective owners of such Marks. You may not display or reproduce the Marks in any manner without the prior written consent of CampaignWell, and you may not remove or otherwise modify in any manner any trademark notices from any content offered or received through the Website.

7. LICENSE GRANT/USE OF WEBSITE. You shall not do any of the following: (a) resell or make any commercial use of this Website or any of the contents of this Website; (b) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the contents of this Website not intended to be so read, including by using or directly viewing the underlying HTML or other code from this Website except as interpreted and displayed in a web browser; (c) copy, imitate, mirror, reproduce, distribute, publish, download, display, perform, post or transmit any of the contents of this Website (including any Marks) in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise; (d) use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods on the contents of the Website or to collect any information from the Website or any other user of the Website; (e) upload or otherwise transmit to or through the Website any unlawful, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind, or any material that can cause harm or delay to the Website or computers of any kind; (f) gain unauthorized access to the Website, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Website; (g) reproduce, distribute, publicly display, publicly perform, sell, trade, resell or exploit any portion of the Website, use of the Website, access to the Website or content obtained through the Website, for any purpose other than expressly permitted by this Agreement, including, by way of example and not limitation, by doing or engaging in any of the following without our express written consent: (1) copying, caching, recording, compiling, or reformatting any information obtained from the Website for commercial purposes in any fashion whatsoever, (2) framing, embedding and/or passing off information obtained from the Website in such a manner as to present the information as originating from a source other than the Website, or (3) using any trademarks, service marks, design marks, logos, photographs or other content belonging to us obtained from the Website; or (h) assist or permit any persons in engaging in any of the activities described above. There are no implied licenses granted in this Agreement.

8. MONITORING. CampaignWell has no obligation to monitor this Website or any portion thereof. However, we reserve the right to review any posted content and remove, delete, redact or otherwise modify such content, in our sole discretion, at any time and from time to time, without notice or further obligation to you. CampaignWell has no obligation to display or post any content. CampaignWell, subject to the Privacy Policy referenced above, reserves the right to disclose, at any time and from time to time, any information or posted content that it deems necessary or appropriate, including without limitation to satisfy any applicable, law, regulation, contractual obligation, legal, dispute process, or governmental request. CampaignWell shall have no liability in connection with any content or content submitted to, transmitted via, or displayed or posted on this Website, regardless of whether provided by CampaignWell or any other party.

9. DIGITAL MILLENNIUM COPYRIGHT ACT. CampaignWell respects the intellectual property rights of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. CampaignWell’s intellectual property policy is to (1) remove material that appears in its sole discretion to infringe upon the intellectual property rights of others, and (2) remove any content posted by and terminate the access rights of any "repeat infringer" (i.e., any user that has uploaded content to the Website and for whom CampaignWell has received more than two takedown notices compliant with 17 U.S.C. § 512(c) with respect to such content). CampaignWell has discretion, however, to terminate the account of nay user after receipt of a single notification of claimed infringement or upon CampaignWell’s own determination. If you believe a work protected by a U.S. copyright that you own has been posted on this Website without authorization, you may notify our designated agent for notices of claimed infringement at info@campaignwell.com. Your notification must include substantially the following: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed, (2) identification of the works or materials being infringed or, if multiple works are covered by a single notification, a representative list of the works, (3) identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, (4) information reasonably sufficient to permit us to contact you, (5) a statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You should consult with your lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

10. LINKS TO THIRD PARTY WEBSITES. Please be aware that we are not and cannot make any claim or representation regarding, and we accept no responsibility for, the quality, content, nature or reliability of web sites accessible from this Website, or web sites linking to this Website.

11. DISCLAIMER. ALL CONTENT CONTAINED ON THIS WEBSITE, INCLUDING TEXT, GRAPHICS, AND LINKS, ARE PROVIDED ON AN "AS IS" BASIS WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAMPAIGNWELL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH CONTENT, WHETHER PROVIDED OR OWNED BY CAMPAIGNWELL, YOU, OR BY ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, CAMPAIGNWELL DOES NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THIS WEBSITE IS ACCURATE, COMPLETE, OR CURRENT, AND YOU MAY NOT RELY ON THE CONTENT ACCESSIBLE VIA THIS WEBSITE.

17. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAMPAIGNWELL, ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (I) ERRORS, MISTAKES, OR INACCURACIES WITH REGARD TO THE CONTENT CONTAINED ON THE WEBSITE OR IN ANY CAMPAIGN; (II) UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE OR CAMPAIGNWELL’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (IV) BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY; (V) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED BY YOU AS A RESULT OF YOUR USE OF OR RELIANCE ON THE CONTENT CONTAINED ON THE WEBSITE; OR (VI) USE OF ANY SERVICES MADE AVAILABLE ON OR THROUGH THE WEBSITE, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CAMPAIGNWELL OR ITS OFFICERS, MEMBERS, 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, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CAMPAIGNWELL, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CAMPAIGNWELL, CAMPAIGNWELL’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT CAMPAIGNWELL WOULD NOT BE ABLE TO OFFER THE PLATFORM TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS. CAMPAIGNWELL IS NOT RESPONSIBLE FOR LATE, LOST, UNINTELLIGIBLE, INCOMPLETE, STOLEN OR MISDIRECTED SUBMISSIONS. CAMPAIGNWELL IS NOT RESPONSIBLE FOR LOST, INTERRUPTED OR UNAVAILABLE NETWORK SERVER OR OTHER CONNECTIONS, MISCOMMUNICATIONS, FAILED TELEPHONE OR COMPUTER OR TELEPHONE TRANSMISSIONS OR TECHNICAL FAILURE, JUMBLED, SCRAMBLED OR MISDIRECTED TRANSMISSIONS, OR OTHER ERROR OF ANY KIND WHETHER HUMAN, MECHANICAL OR ELECTRONIC OR FOR ANY DAMAGE TO ANY PERSON’S COMPUTER RELATED TO PARTICIPATING IN THE PLATFORM. IF, IN THE JUDGMENT OF CAMPAIGNWELL, ANY PORTION OF THE PLATFORM IS COMPROMISED BY VIRUS, BUGS, NON-AUTHORIZED HUMAN INTERVENTION OR OTHER CAUSES WHICH, IN THE SOLE OPINION OF CAMPAIGNWELL, CORRUPTS, OR IMPAIRS THE ADMINISTRATION, SECURITY, FAIRNESS OR PROPER PLAY OF THE PROMOTION, CAMPAIGNWELL RESERVES THE RIGHT AT ITS SOLE DISCRETION TO SUSPEND OR TERMINATE THIS PLATFORM AND SELECT THE WINING CREATIVE FROM AMONG THE ELIGIBLE SUBMISSIONS RECEIVED PRIOR TO THE SUSPENSION OR TERMINATION OF THE PLATFORM. CAMPAIGNWELL IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURA TE INFORMA TION WHETHER CAUSED BY WEBSITE USERS, TAMPERING, HACKING OR BY ANY EQUIPMENT OR PROGRAMMING.

18. INDEMNIFICATION. YOU AGREE 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: (1) YOUR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY CONTENT SUBMITTED OR TRANSMITTED BY YOU VIA THE WEBSITE; (2) ANY USE OF ANY PASSWORD CHOSEN BY OR ISSUED TO YOU; (3) ANY ALLEGATIONS, DAMAGES OR CLAIMS RELATING TO ANY OF YOUR SUBMISSIONS, POSTINGS OR COMMUNICATIONS TO CAMPIGNWELL, OR FOR INFRINGEMENT OR VIOLATION OF ANY THIRD-PARTY RIGHTS; OR (4) ANY VIOLATION BY YOU OF: (A) THESE TERMS OF USE; (B) CAMPAIGNWELL S PRIVACY POLICY; (C) ANY OTHER TERMS, GUIDELINES OR RULES APPLICABLE TO THE WEBSITE AND/OR THE PLATFORM; (D) ANY RIGHTS OF ANY OTHER PERSON OR ENTITY; OR (E) ANY APPLICABLE LAWS, RULES, OR REGULATIONS. IN NO EVENT SHALL CAMPAIGNWELL OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SERVICE PROVIDERS BE LIABLE IN THE AGGREGATE FOR ANY DAMAGES INCURRED BY YOU THAT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT YOU HAVE PAID CAMPAIGNWELL IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.

19. TERMINATION. We reserve the right, without notice or attendant liability, and in our sole discretion, to terminate your license to use the Website and the Platform, and to block or prevent future access to and use of this Website and the Platform for any reason or no reason. Upon termination, the terms of this Agreement will still apply.

20. GOVERNING LAW. This Agreement and the relationship between you and CampaignWell shall be governed by the laws of the State of New York as if you have 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 New York County, New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Website, the Platform or your breach of this Agreement.

21. SOFTWARE. To the extent applicable, software from this Website is further subject to United States Export Controls. No software from this Website may be downloaded or exported (i) into (or to a national or resident of) any other country to which the United States has embargoed goods; or (ii) anyone to the United States Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department’s Table of Deny Orders. If applicable, by downloading or using software on this Website, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or any such list.

22. SEVERABILITY. If any term 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.

23. ENTIRE AGREEMENT. This Agreement together with all other policies set forth on the Website constitute the entire agreement between the user and CampaignWell with respect to this Website and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written with respect to this Website. 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.

24. ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS. By submitting your information and agreeing to the terms of this Agreement, you understand and affirm that you are agreeing to be bound by this Agreement and all other agreements and terms and conditions found on the Website by using your electronic signature and that your electronic signature is as legally binding as a physical signature on paper. Furthermore, you are agreeing that you will use an electronic signature to accept electronic records regarding the products located at our vendors’ stores and/or offered by our Website, including, but not limited to, this Agreement. You further agree and consent: (i) to receive agreements, applications, and other information that may be provided or otherwise available to you electronically. Included in those agreements, applications, and other information may be disclosures required by federal, state, and local laws and regulations, where allowed by such laws; (ii) to be bound by the terms and conditions of the agreements, applications, and other information provided to you by us electronically; (iii) to use and receive electronic records and electronic signatures in conducting business with us, including agreeing to the terms of this Agreement; (iv) that to electronically receive agreements, applications, and other information, you will need a compatible operating system, web browser, and email application, and you will need access to a printer or the ability to download information to keep copies of such documents for my records. The operating systems, web browsers, and email applications identified herein are compatible.You furthermore understand that you are indicating that you have the capability to access the agreements, applications, and other information and download or prints copies for your records; (v) for customer service or technical assistance regarding electronic records or electronic signatures, you may contact us by e-mail at info@campaignwell.com; (vi) you may obtain a paper copy of the agreements, applications, and other information at anytime by contacting us by email at info@campaignwell.com. We will not charge a fee for any paper copy.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND FULLY UNDERSTAND THIS AGREEMENT AND THAT BY USING THE WEBSITE AND THE PLATFORM YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO

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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