Terms of Service

DSL, cable or another high speed Internet connection is required for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer's network to CampaignPilot, including, but not limited to, "browser" software that supports protocols used by CampaignPilot, including Secure Socket Layer (SSL) protocol or other protocols accepted by CampaignPilot, and to follow logon procedures for services that support such protocols. CampaignPilot is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software, or for any compromise of data, including Customer Data, transmitted across computer or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by CampaignPilot. CampaignPilot assumes no responsibility for the reliability or performance of any connections as described in this Section.

Licensee Restrictions Client will (i) be responsible for its and its Authorized Users' compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of the Client Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Client Data; (iii) not provide, make accessible to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will be responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent, or lease the Software Services; (v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software Services; (vi) not remove any proprietary notices or labels on the Software Services; (vii) not use the Software Services to act as a service bureau or application service or a direct competitor of CampaignPilot or its affiliated entities for the purposes of monitoring the Software Service's availability, performance, or functionality or for any other benchmarking or competitive purposes; (viii) not use the Software Services to store or transmit infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (ix) not use the Software Services to store or transmit malicious code; or (x) interfere with or disrupt the integrity or performance or audit the Software Services. (Also See 2.5 Non-Compete Clause)

Customer shall authorize access to and assign unique passwords and user names. User logins are for designated Users and cannot be shared or used by more than one User. User logins for User roles may not to be shared or used by more than one individual, but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Service. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer's account information or delivered through any Electronic Communication. It remains Customer's preference and choice on what information and account number will be provided to the Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify CampaignPilot of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User's password or name and/or Service account numbers.

The Service allows Customer to send Electronic Communications directly by CampaignPilot and to third parties. Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation, those related to privacy, electronic communications, and anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards ("PCI DSS"). Customer shall keep itself informed of and comply with the current and applicable legislation and regulations and shall comply with all current laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; (ii) Customer shall not permit access to or use of the Service in violation of any U.S. export embargo, prohibition or restriction; (iii) Customer shall comply with all applicable local laws and regulations regarding the transmission of technical data exported from the United States and the country in which its Users are located. Customer will not send any Electronic Communication through the Service that is unlawful, libelous, defamatory or in violation of applicable law. Except as set forth in this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interface provided by CampaignPilot. Customer agrees not to use any "mirroring" or "framing" of any part of the Service or create Deep Links to the Service which include log in information, user names, passwords, and/or secure cookies. Customer will not in any way represent or imply that any opinions contained in Customer's Electronic Communications are endorsed by CampaignPilot. Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement including but not limited to those Users that are contractors and agents, and Customer's Affiliates. Any action or breach by any of such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for Customer's contractors', agents' or Affiliates' acts, omissions and noncompliance with this Agreement.

You represent and warrant that you or any of your affiliate companies are not a competitor of CampaignPilot and you are not using the Service and/or Licensed Program to engage in, or permit others to engage in, competitive activities. You represent and warrant that (i) you have reviewed the Service and/or Licensed Program and found it suitable to your needs; (ii) you are aware of and acknowledge the capabilities and limitations of the Service and/or Licensed Program; (iii) you have all permissions and licenses, including under any applicable customer policies, confidentiality and non-competition agreements, to submit customer data to the Service and use it through the Service. Customer agrees that they (or any affiliates of customer's company) will not develop a competing service to CampaignPilot and the Service during the term of this Agreement and for five years thereafter. Violation of this clause is grounds for immediate account termination by CampaignPilot with no liability on the part of CampaignPilot. CampaignPilot may seek injunctive relief in any competent jurisdiction. Customer consents to us in any office and branches under the law. Customer and their companies understand and agree that during the term of the Agreement, and for five (5) years after the last date of Customer using the Application or any service made available by CampaignPilot or any officer, agent and contractors of CampaignPilot, they will, offer, distribute a competing "Service." A competing "Service" is defined as: Service is a service that provides a creative, ad, or campaign creation software system with analytics and automation rules for optimization for content discovery networks such as Outbrain, Taboola, Revcontent, ContentAD, MGID or other content discovery networks distributing in the form of Native Ads as defined by the IAB. Customer understands and agrees that violation of this clause will be grounds for immediate termination of this Agreement without liability on the part of CampaignPilot. No assignment or Resale. You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer its rights, CampaignPilot may immediately terminate this Agreement without liability to CampaignPilot.

Customer understands that the technical processing and transmission of Customer's Electronic Communications is fundamentally necessary to use of the Service. Customer expressly consents to CampaignPilot's interception and storage of Electronic Communications and/or Customer Data. Customer acknowledges and understands that Customer's Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned/operated by CampaignPilot. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Customer agrees that it is responsible for maintaining and protecting backups of all Customer Data stored accessible for the Software Services. CampaignPilot will not be liable for any damage or harm related to the deletion of Customer Data. CampaignPilot may collect and track technical and related information about Customer and Customer's use of the Software Services, including Customer's internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to help CampaignPilot improve the product offering. In the event that CampaignPilot is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, CampaignPilot will promptly provide reasonable notice to Customer of such order or other compulsion of law as soon as practicable. Customer agrees to allow CampaignPilot is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by CampaignPilot. Including, but not limited to, the Internet and Customer's local network.

During the Term, the CampaignPilot Service will meet the service level specified in the "Service Level Commitment" listed on Schedule I hereto, which is hereby incorporated by reference. If the uptime falls below the schedule the Customer agrees that it will only be entitled, on a case-by-case basis, at CampaignPilot's sole discretion, to a credit for the services in accordance with the terms set forth in the Service Level Commitment. The respective Service's system logs and other records shall be used for calculating any service level events.

As part of the Service, CampaignPilot will provide Customer with Help Documentation and other online resources to assist Customer in its use of the Service. Customer acknowledges that CampaignPilot has authorized agents whose role will consist of troubleshooting and resolution of the issues, benefits of the Service, and that not following the advice of CampaignPilot may substantially limit Customer's ability to successfully utilize the Service or to enjoy the power and potential of the Service.

CampaignPilot shall maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data.

For purposes of this Agreement, "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, and/or the disclosing party and any of its employees and agents. Confidential Information includes the terms of this Agreement, the Customer Data, each party's proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the confidentiality of which is clearly designated or identified by the Disclosing Party as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) together the Receiving Party and Disclosing Party specifically agree in writing is not confidential. In the event of disclosure of the other party's Confidential Information. Each party agrees (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise its rights under this Agreement; (c) to protect the Confidential Information of the other party using the same degree of care used to protect the confidentiality of similar information and data of its own but at all times exercising at least a reasonable degree of care in the protection of such Confidential Information. Notwithstanding the foregoing, either party may disclose Confidential Information to such party's employees, contractors and agents and/or Authorized Users. Such disclosed persons only on a "need to know" basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Neither party will use such data or disclose or prohibit the disclosure of Confidential Information of such data. Such disclosure is permitted by law or order of a court or other governmental authority or regulation. The parties agree that any material breach of Section 2.2, 2.5 and this Section will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of these Sections in addition to any other relief to the applicable party may be entitled.

As between CampaignPilot and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. It is also noted that CampaignPilot has the authority to use Customer's Data in the aggregate and for internal purposes only. Customer acknowledges and agrees that in connection with Service, CampaignPilot as part of managed services to its customers, makes available storage of the Customer Data by Customer and stores and maintains such data for a period of time consistent with CampaignPilot standard business processes, which period shall not be less than one year.

The Software Services are licensed and not sold. References of the word "purchase" in conjunction with licenses of the Software Services shall not imply a transfer of ownership.Customer agrees that all rights, title and interest in and to all intellectual property rights in the Service are owned exclusively by CampaignPilot or its licensors. Except as provided in this Agreement, Customer is not licensed to Customer any rights and will have no rights in the Software Services, including without limitation, any source or object code intellectual property rights therein. In addition, CampaignPilot shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any feedback expressly provided herein are reserved by CampaignPilot. CampaignPilot service marks, logos, product and service names are registered marks of CampaignPilot (herein "CampaignPilot Marks"). Customer agrees not to display or use the CampaignPilot Marks in any manner without CampaignPilot's express prior written permission. The trademarks, logos and service marks of Third Party Applications (herein "Marks") are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.

Each party agrees that before it or any employee, agent or representative of the party files a claim or suit with a federal or state agency or court or other public forum, it shall provide thirty (30) days prior written notice to the other and that, within such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of the parties shall meet (or confer by telephone) at least once in a good faith attempt to resolve the perceived dispute.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Customer agrees that CampaignPilot may list Customer's name on its website and in printed materials and that CampaignPilot may issue press releases/announcements with respect to services to other entities, including, without limitation, other similar customers. Client understands and acknowledges that CampaignPilot is free to use some or all of the data, experience, References, methodologies, forms, tools, techniques and materials for services previously provided by CampaignPilot hereunder in providing products or services to other customers and nothing in this Agreement shall be construed to limit CampaignPilot's right to do so.

If the Client uses any third party service with the Software Services (including services that may use any application programming interface (API) provided by CampaignPilot), the Client acknowledges that the third party service may access or use the customer's information. CampaignPilot will not be responsible for any act or omission of the third party, including such third party's use of the customer's information. The Client agrees to contact the third party service provider for any issues arising from the Client's use of the third party service.

The Software Services are protected by intellectual property laws and other laws of the United States and international laws and treaties, including intellectual property and export laws. Client agrees that it shall use the Software Services and shall perform all obligations under this Agreement in a manner that complies with all applicable laws applicable to Client and/or use of the Software Services including, but not limited to, laws regarding data protection and privacy, international communications, and obligations and applicable restrictions concerning intellectual property rights. Client agrees that it shall abide by all applicable export control laws, rules and regulations applicable to Client's use of the Software Services.

This Agreement constitutes the final, complete and exclusive agreement among the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements and proposals, oral, written or electronic, between the parties on the subject of the Software Services and/or their relationship. Client understands, acknowledges and agrees that CampaignPilot's published Website "Terms of Use", as the same may be modified by CampaignPilot from time to time in accordance therewith provided that Client has been given notice of any such modifications, specifically apply to the Software Services provided hereunder and are binding upon Client and its Authorized Users. In the case of a conflict between a provision in this Agreement and a provision in the "Terms of Use", then any such conflict shall prevail in this Agreement. Any additional terms and conditions appearing on a purchase order or similar document issued by the Client do not apply to the Software Services, do not override or form part of this Agreement, and are void.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. The waiver of any breach or provisions of this Agreement will not constitute a waiver of any other or subsequent breach.

The provisions of this Agreement are severable. In the event that any provision or portion thereof is found by any court to be invalid or otherwise unenforceable, the remainder of this Agreement will not be affected, and the parties consent to such court's substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.