PLEASE READ THE TERMS & CONDITIONS CAREFULLY BEFORE ACCESSING THE PLATFORM (“PLATFORM”) OF, OR USING ANY OF THE SERVICES (“SERVICES”) OFFERED BY, DARIAM GROUP, LLC d/b/a CAMPAIGN AD-CLOUD® (“WE,” “US,” “OUR,” “CAMPAIGN AD-CLOUD”) AND (THE “CUSTOMER”). THE COMPANY AND THE CUSTOMER ARE SOMETIMES REFERRED TO HEREIN INDIVIDUALLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.” THESE TERMS AND CONDITIONS, STATEMENTS OF WORK, AND DIGITAL CAMPAIGNS ENTERED BY THE PARTIES CONSTITUTE THE “AGREEMENT.” BY USING THE PLATFORM, OR ACCESSING ANY PART OF OUR SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU HAVE SIGNED OUR MASTER SERVICES AGREEMENT (“MSA”), THE TERMS OF THAT AGREEMENT APPLY TO YOU. BY CLICKING “I AGREE”, YOU AGREE THAT YOU WILL COMPLY WITH THE TERMS AND CONDITIONS OF THE MSA AND WILL NOT ACCESS OUR PLATFORM TO USE ANY OF THE SERVICES FOR WHICH YOU HAVE NOT CONTRACTED. YOU ARE NOT AGREEING TO ANY OF THE TERMS SET FORTH BELOW.

1. Services and License

1.1. Services. Campaign Ad-Cloud offers advertising services (the “Services”) through its digital advertising platform technology. The platform consists of: (a) campaign builder; (b) audience targeting; (c) creative asset management; and (d) measurement & attribution reporting (collectively, the “Platform”). If applicable, Campaign Ad-Cloud will perform the Services and provide the deliverables (“Deliverables”) described in the statements of work (“Statement of Work” or “SOW”) and the digital campaign insertion orders built and submitted on the Platform (“Digital Campaigns”) that the parties may enter into from time to time.

1.2. Digital Campaigns and Statements of Work. If customer enters into a Digital Campaign or SOW, which is duly executed by a representative of each party, this Agreement will apply. Except as otherwise expressly set forth in the main body of this Agreement or in a SOW or Digital Campaign, in the event of a conflict, ambiguity or inconsistency between the provisions in the body of this Agreement and any SOW or Digital Campaign, the provisions in the main body of these Agreement shall prevail.

1.3. License. Campaign Ad-Cloud hereby grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sub-licensable license to access the portions of the Platform ordered by Customer solely for the purpose of receiving and using the Platform in accordance with this Agreement. All rights not expressly granted herein to Customer are reserved to Campaign Ad-Cloud, its affiliates, its subsidiaries, and its licensors.

2. Responsibilities and Restrictions

2.1. Restrictions. Customer shall not, directly, or indirectly, attempt or complete any of the following:

2.1.1. Hack or other attempt to discover the underlying source code, object code, structure, ideas or algorithms of the Services or anything provided by Company related to the Services;

2.1.2. Modify or attempt to modify the Services without the prior written consent of the Company;

2.1.3. Create new products, code, ideas, algorithms or other related works using the Services without the prior written consent of the Company;

2.1.4. Sell, license, rent, lease, pledge, assign, or otherwise transfer or encumber the rights to the Services without the prior written consent of the Company;

2.2. Acceptable Use. Customer shall not use the Platform, Services, Deliverables, Images or Software: (a) in violation of this Agreement; (b) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; (c) to violate any law, statute, ordinance or regulation, unfair competition, anti-discrimination and/or false advertising; or (d) to engage in any illegal, offensive, indecent, inappropriate or objectionable conduct or content. Customer may access the Platform only through the interfaces and protocols provided or authorized by Campaign Ad-Cloud. Customer shall not, and will not assist or permit any third party on its behalf, to access the Platform, Services, Deliverables, Images or Software through unauthorized means, such as unlicensed software clients.

2.3. Customer Content. “Customer Content” means information and materials provided or made accessible to Campaign Ad-Cloud by or on behalf of Customer for the purpose of receiving or using the Platform, Services or Deliverables, including information and materials regarding Customer’s products and services, ads and marketing and promotional text, content, videos, images and fonts. Customer will: (a) update the Customer Content as required to access and use the Platform, Services or Deliverables as outlined in our Ad Policy & Guidelines (https://www.campaignadcloud.com/ad-policy/); (b) be responsible for all Customer Content; (c) ensure compliance with all laws, rules, and regulations applicable to its use of the Platform, Services, Deliverables, Images and Software; and (d) obtain all waivers, consents and other rights necessary for Campaign Ad-Cloud to use the Customer Content to provide the Platform, Services, Deliverables and Software to Customer. Customer grants to Campaign Ad-Cloud a license to reproduce, use and distribute the Customer Content to provide the Platform, Services, Deliverables and Software to Customer.

2.4. Suspension, Limitation or Termination. Campaign Ad-Cloud shall be entitled, without liability to Customer, to immediately suspend, terminate, or limit Customer’s access to the Platform, Services, Deliverables, Images or Software at any time in its sole discretion and with or without notice, in the event: (a) that Campaign Ad-Cloud determines that the Platform, Services, Deliverables, Images or Software are being used in violation of any applicable law or regulation; (b) that Campaign Ad-Cloud determines that the Platform, Services, Deliverables, Images or Software are being used in an unauthorized or fraudulent manner; (c) that Campaign Ad-Cloud determines that the use of the Platform, Services, Deliverables, Images or Software adversely affects Campaign Ad-Cloud’s equipment or service to others; (d) Campaign Ad-Cloud is prohibited by an order of a court or other governmental agency from providing the Platform, Services, Deliverables, Images or Software; or (e) any other event which Campaign Ad-Cloud determines, in its sole discretion, may create a risk to the Platform, Services, Deliverables, Images or Software, harms or is likely to harm Campaign Ad-Cloud’s business reputation, or is likely to adversely affect any other customers if the Platform, Services, Deliverables, Images or Software were not suspended. Without limiting the generality of Section 9, Campaign Ad-Cloud shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer’s right to use the Platform, Services, Deliverables, Images or Software in accordance with this Agreement.

3. Term, Fees and Payment

3.1. Term and Renewal. For customers who have agreed to an Digital Campaign, the term of this Agreement is set forth in the Digital Campaign, unless earlier terminated as set forth herein in Section 3.4. This Digital Campaign may be renewed or extended if and as mutually agreed by the parties in writing. For customers who have not signed an Digital Campaign, the term of this Agreement with respect to customer’s use of Campaign Ad-Cloud Platform shall be for as long as Campaign Ad-Cloud makes available and Customer uses any aspect of the Campaign Ad-Cloud Platform.

3.2. Fees and Payment. Customer shall pay all amounts due to Campaign Ad-Cloud under this Agreement by credit card, check, or wire transfer. Customer’s credit card on file will be charged or invoiced (due on receipt) the amounts stated on the specified dates included in the Digital Campaign fee schedule or SOW. Customers who request to be invoiced for check, wire payment or electronic funds transfer must pay ahead of the start date of the campaign or services to be performed. Digital Campaigns will not begin until the initial payment has been received.

3.3. Taxes. The fees described in Sections 3.1 and 3.2 are exclusive of all taxes, including national, state, or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding U.S. taxes based on Campaign Ad-Cloud’s net income) unless Customer has provided Campaign Ad-Cloud with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to Campaign Ad-Cloud on account thereof.

3.4. Termination. Campaign Ad-Cloud may terminate this Agreement at any time, with or without cause, upon two (2) business days’ prior written notice (email sufficing). If Customer has entered into a SOW or Digital Campaign, Customer may terminate this Agreement for material breach or default by Campaign Ad-Cloud on thirty (30) days’ prior written notice to Campaign Ad-Cloud. If Campaign Ad-Cloud does not cure the material breach or default within the thirty (30) days, this Agreement will terminate at such time. In circumstances where Customer has not entered into a SOW or Digital Campaign, Customer may immediately terminate the Services through the Platform.

3.5. Suspension. Campaign Ad-Cloud may suspend its provision of, and Customer’s access to, the Platform, Services, Deliverables, Images and Software at any time, with or without cause, and without notice to Customer.

3.6. Effect of Termination. Upon termination or expiration of this Agreement: (a) the license granted under Section 1.3 shall terminate; (b) Customer shall cease using the Platform, Services, Deliverables, Images and Software and, upon request by Campaign Ad-Cloud, shall (1) destroy all copies of all documentation, Images or other content provided by Campaign Ad-Cloud hereunder, or (2) return all copies of all documentation, Images or other content provided by Campaign Ad-Cloud hereunder; (c) Campaign Ad-Cloud shall have no further obligation to provide the Platform, Services or Deliverables; (d) Customer will pay any unpaid fees; and (e) each party shall destroy all copies of Confidential Information of the other party as defined in Section 6.1.

4. Privacy Policy

4.1. Campaign Ad-Cloud Privacy Policy. Please read the Campaign Ad-Cloud Privacy Policy (“Privacy Policy”) campaignadcloud.com/privacy-policy/ carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, this Agreement.

4.2. Customer Privacy Policy. Customer shall disclose that it uses non-cookie technology to serve interest-based advertising in its posted privacy policy.

5. Intellectual Property Rights

5.1. Campaign Ad-Cloud. Campaign Ad-Cloud (and its licensors, where applicable) has and retains ownership of, and all intellectual property rights relating to, the Platform, Services, Images and Deliverables (including the Software), and any modifications, improvements, or derivatives of the foregoing. Customer grants to Campaign Ad-Cloud a perpetual, non-exclusive license to use, modify, distribute, and otherwise exploit any suggestions, ideas, enhancement requests, feedback, recommendations or other information or ideas provided by Customer or any third party on behalf of Customer relating to the Platform, Services, Deliverables, Images or the Software.

5.2. Customer. Customer has and retains ownership of the Customer Content and any intellectual property rights with respect to the Customer Content.

6. Confidentiality

6.1. Confidential Information. “Confidential Information” of a party means all data and information that is submitted to or learned by either party in connection with this Agreement, including information relating to either party’s customers, technology, operations, facilities, products, systems, procedures, practices, research, development, employees, business affairs and financial information. Without limiting the foregoing, the following shall be deemed Confidential Information of Campaign Ad-Cloud: the Platform, Services, Deliverables, Software and the terms and conditions of this Agreement. Neither party may disclose, duplicate, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the use or benefit of, any person or entity without the other party’s prior written consent, or use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such confidential information for the purposes of this Agreement. Each party will advise its employees, consultants, and agents of their responsibilities under this Agreement and be responsible for any breach of this Section 6 by its employees, consultants, or agents. Confidential Information shall not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; or (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality. The confidentiality obligations of each party in this Section 6 shall survive for three (3) years after termination of this Agreement, and to the extent that, the Confidential Information disclosed by the disclosing party under this Agreement contains trade secret information, such Confidential Information will be subject to the protection of this Agreement for the longest period of time permitted under any applicable law.

6.2. Exclusions/Remedies. The obligations in this Section do not restrict any disclosure by either party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing party will give prompt notice to the non-disclosing party of such order so that the non-disclosing party may seek a protective order or other appropriate remedy). In the event of a breach of this Section or other compromise of Confidential Information of which a party is or should be aware (whether or not resulting from a breach), such party will immediately notify the other party in a writing detailing all information known to such party about the compromise, the Confidential Information affected, and the steps taken by such party to prevent the recurrence of such breach and to mitigate the risk to the other party. The parties agree that in the event of a breach or anticipated breach of this Section 6, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

7. Representations and Warranties

7.1. Campaign Ad-Cloud Representations and Warranties. Campaign Ad-Cloud represents and warrants to Customer that Campaign Ad-Cloud has the necessary authority to enter into this Agreement and carry out its obligations hereunder.

7.2. Customer Representations and Warranties. Customer represents and warrants to Campaign Ad-Cloud that: (1) Customer has the necessary authority to enter into this Agreement and carry out its obligations hereunder, (2) Customer is the owner or is licensed to use the Customer Content and all subject matter contained therein, (3) Customer Content will at all times comply with Section 2 of this Agreement; (4) and Customer will comply with all applicable laws, rules, and regulations.

7.3. Disclaimer. THE WARRANTIES STATED IN THIS SECTION 7.1 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY CAMPAIGN AD-CLOUD AND THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, SERVICES, DELIVERABLES, IMAGES OR SOFTWARE, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND CAMPAIGN AD-CLOUD DOES NOT WARRANT THAT THE PLATFORM, SERVICES, DELIVERABLES, IMAGES OR SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE.

8. Indemnification

8.1. Campaign Ad-Cloud Indemnification. Subject to the limitations of liability in Section 9, Campaign Ad-Cloud will defend Customer and its parent, subsidiaries and affiliates and their respective directors, employees and agents (collectively, the “Customer Indemnitees”) from and against any claim made or brought against any Customer Indemnitee by a third party alleging that the Platform, Services, Deliverables or Software, as provided to Customer hereunder, infringe any patent, copyright, trademark or other proprietary right, or misappropriate any trade secret of any third party and Campaign Ad-Cloud shall pay the damages finally awarded by a court or agreed to by Campaign Ad-Cloud in a settlement with respect to such claims. Campaign Ad-Cloud shall have no obligation to defend or pay damages to Customer for claims or losses arising from Images, Customer Content, Customer’s breach of this Agreement, the combination of the Platform, Services, Deliverables or Software with other services, products or content, any modifications to the Platform, Services, Deliverables or Software made by any entity other than Campaign Ad-Cloud, or Customer’s use of the Platform, Services or Deliverables or any portion thereof after Campaign Ad-Cloud has suspended such use or terminated this Agreement or such portion in accordance with this Agreement. If the Platform, Services, Deliverables or Software become or may become the subject of a claim of infringement, Campaign Ad-Cloud may: (a) obtain the right for Customer to continue use of the Platform, Services, Deliverables or Software; (b) replace or provide a work-around in order to allow for Customer’s continued use of the Platform, Services, Deliverables or Software; or (c) if Campaign Ad-Cloud cannot effect (a) or (b) using commercially reasonable efforts, terminate this Agreement, in whole, or in part with respect to the infringing Platform, Service, Deliverable or Software. The provisions set forth in this section shall be Campaign Ad-Cloud’s sole obligation, and Customer’s sole remedy, for any violation of third party rights by the Platform, Services, Deliverables or Software.

8.2. Customer Indemnification. Customer will defend Campaign Ad-Cloud and its parent, subsidiaries and affiliates and their respective directors, employees and agents (collectively, the “Campaign Ad-Cloud Indemnitees”) from and against any claim made or brought against any Campaign Ad-Cloud Indemnitee arising from or relating to any third party claims or actions based on: (a) Customer’s gross negligence or willful misconduct in performing its obligations under this Agreement; (b) Customer’s breach of the license restrictions set forth in Sections 2.1 or 2.2; (c) use of the Platform, Services, Deliverables, Images or Software in a manner not contemplated hereunder, including any use that violates any applicable law or regulation or any right of a third party; (d) Customer’s use and placement of Ads other than on Campaign Ad-Cloud’s Platform; or (e) any allegation that the Customer Content infringes any patent, copyright, trademark or other proprietary right, or misappropriate any trade secret of any third party, and shall pay any damages (including reasonable attorney’s fees) finally awarded by a court or agreed to by Customer in a settlement with respect to such claims.

8.3. Notification. The indemnified party agrees to give the indemnifying party prompt written notice of any claim subject to indemnification; provided that an indemnified party’s failure to promptly notify the indemnifying party will not affect the indemnifying party’s obligations hereunder except to the extent that such delay prejudices the indemnifying party’s ability to defend such claim. The indemnifying party will have the right to defend against any such claim with counsel of its own choosing and to settle such claim as the indemnifying party deems appropriate, provided that the indemnifying party will not enter into any settlement that adversely affects the indemnified party’s rights without the indemnified party’s prior written consent (not to be unreasonably withheld). The indemnified party agrees to reasonably cooperate with the indemnifying party in the defense and settlement of any such claim, at the indemnifying party’s expense.

9. Limitation of Liability

IN NO EVENT WILL CAMPAIGN AD-CLOUD BE LIABLE FOR ANY LOST DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, OR FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF CAMPAIGN AD-CLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF CAMPAIGN AD-CLOUD, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, AMOUNTS PAID BY CUSTOMER TO CAMPAIGN AD-CLOUD IN THE 12-MONTH PERIOD PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY HEREUNDER.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10. Dispute Resolution; Arbitration Agreement; No Class Action

10.1. Dispute Resolution. If a dispute or claim arises under this Agreement (a “Dispute”) that the project managers or primary business contacts of each party are unable to resolve, a party will notify the other party of the Dispute in writing (which may be via email) with as much detail as possible. Customer and Campaign Ad-Cloud senior business representatives with full authority to resolve the Dispute will use good faith efforts to resolve the Dispute within ten (10) business days after receipt of a Dispute notice. If the parties’ senior business representatives are unable to resolve the Dispute, or agree upon the appropriate corrective action to be taken, within such ten (10) business days, then either party may pursue arbitration as set forth in Section 10.2 below.

10.2. Arbitration Agreement; No Class Action. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, OR THE PLATFORM, SERVICES, DELIVERABLES, DIGITAL CAMPAIGN, OR ANY SOW, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING ANY DISPUTE, CLAIM OR CONTROVERSY INVOLVING CONDUCT ALLEGED TO BE IN VIOLATION OF LOCAL, STATE OR FEDERAL STATUTORY OR COMMON LAW OR INDUSTRY CUSTOMS OR STANDARDS, AND THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. By agreeing to arbitration, both Customer and Campaign Ad-Cloud understand that they are knowingly, voluntarily, and intentionally waiving their right to maintain other available resolution processes, such as a court action or administrative proceedings.

Customer and Campaign Ad-Cloud each agree to a confidential private arbitration before a neutral mutually agreed upon single arbitrator, whose decision will be final and binding. The arbitrator is bound by the terms of this Agreement. The arbitration will be conducted in the English language. For any Dispute where the potential award is reasonably likely to be $10,000 or less, either Customer or Campaign Ad-Cloud may elect to have the dispute resolved through non-appearance-based arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Customer and Campaign Ad-Cloud shall treat all arbitration proceedings–including any hearing, decision, award and opinion in support thereof–as confidential, and agree that the arbitrator shall issue such orders as is reasonably necessary to maintain such confidentiality.

If Customer intends to seek arbitration, Customer must first send written notice to Campaign Ad-Cloud of its intent to arbitrate (“Notice”). The Notice must: (a) describe the nature and basis of the Dispute; (b) set forth the specific relief sought, including the monetary amount; and (c) set forth Customer’s name, address and contact information. If Campaign Ad-Cloud intends to seek arbitration against Customer, Campaign Ad-Cloud will send any Notice of Dispute to Customer at the contact information on file, and set forth the nature and basis of the Dispute, and relief sought, including the monetary amount.

To help resolve any Disputes promptly and directly, Customer and Campaign Ad-Cloud each agree to commence any Dispute resolution within one (1) year after a claim arises; otherwise, the Dispute is waived.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND CAMPAIGN AD-CLOUD EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

Customer and Campaign Ad-Cloud understand that by agreeing to this class action waiver, each may only bring a Dispute against one another in an individual capacity, not as a representative or member of a purported class, or as a Private Attorney General. Customer and Campaign Ad-Cloud each agree that any Disputes shall not be consolidated with any Dispute of any other party. Customer and Campaign Ad-Cloud each agree that the arbitrator may not consolidate their claims with any other party, and may not otherwise preside over any form of a representative or class proceeding.

If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, Customer and Campaign Ad-Cloud each agree that all Disputes arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Marion County, Indianapolis, Indiana, and Customer and Campaign Ad-Cloud each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such Disputes.

10.3. Governing Law. This Agreement, and any Dispute arising out of or related to this Agreement, shall be governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of Indiana, excluding its conflicts of law rules, regardless of Customer’s country of origin or where Customer accesses the Platform. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11. General Provisions

11.1. Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder (except for failure to timely pay) if such delay or default is caused by conditions beyond its reasonable control including without limitation acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), acts of terrorism, wars or insurrections.

11.2. Relationship of the Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.

11.3. Assignment. Customer may not assign or transfer this Agreement, in whole or in part, without Campaign Ad-Cloud’s prior written consent (not to be unreasonably withheld). Campaign Ad-Cloud may freely transfer and assign this Agreement or any of its rights and obligations hereunder. Any assignment in contravention of this provision will be null and void. The parties’ rights and obligations under this Agreement will be binding on and will inure to the benefit of all permitted assignees and successors in interest.

11.4. Entire Agreement; Amendments and Modifications; Waivers. This Agreement including all Digital Campaigns and SOWs that are incorporated herein by reference, contain the entire agreement of the parties regarding the subject matter described herein, and all other promises, representations, understandings, arrangements and prior agreements related thereto are merged herein and superseded hereby (including any provision contained in any invoice, purchase order or other documentation that is different from or in addition to these Terms and Conditions or any applicable Digital Campaign or SOW). The provisions of this Agreement may not be amended by Customer except by an agreement in writing signed by authorized representatives of both parties referencing this Agreement and stating their intention to amend this Agreement. Campaign Ad-Cloud may modify this Agreement from time to time, and any modifications become effective upon Customer’s first access to or use of the Platform, Services, Deliverables, Images or Software after such modification. If Campaign Ad-Cloud makes significant changes to this Agreement, Campaign Ad-Cloud will notify Customer via the Platform (e.g., by providing notice via our Platform or email) indicating that this Agreement has been changed. Customer’s continued use of the Platform, Services, Deliverables, Images or Software after the modifications have become effective will be deemed Customer’s conclusive acceptance of and consent to the modified Agreement. It is expressly understood that in the event either party on any occasion fails to perform any term hereof and the other party does not enforce that term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.

11.5. Notices. Except as may be otherwise set forth herein, all notices, requests, demands and other communications hereunder will be in writing (including without limitation, by email provided that delivery to the recipient is confirmed). Any hard copies of such communications will be deemed to have been duly given on the next day if delivered personally or sent by express courier to such party. All notices will be sent to the following address: If to Customer, to the name and address contained in the Digital Campaign Form or to the email address provided upon registration for the Campaign Ad-Cloud Platform. If to Campaign Ad-Cloud:

Campaign Ad-Cloud
Attn: Reed Smith, Chief Platform Officer & Co-founder
PO Box 2024
Indianapolis, IN 46206
Email: legal@campaignadcloud.com

11.6. Reference. Customer agrees to participate in press announcements, case studies, trade shows, or other forms of publicity reasonably requested by Campaign Ad-Cloud. Notwithstanding anything to the contrary contained herein, Campaign Ad-Cloud is permitted to disclose on its website or otherwise that Customer is one of its customers.

11.7. Severability. If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.

11.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which together will be considered one and the same agreement.

11.9. Survival. The terms and conditions of Sections 3.6 (Effect of Termination), 5 (Intellectual Property Rights), 6 (Confidentiality) as specified therein, 7 (Representations and Warranties), 8 (Indemnification), 9 (Limitation of Liability), 10 (Dispute Resolution; Arbitration Agreement; No Class Action) and 11 (General Provisions) are expressly intended to survive any expiration or termination of this Agreement