Privacy Policy

Acceptable Use Policy (AUP). This contains the guidelines which apply to you and your Users use of our Solutions. It is available at https://www.ngpvan.com/acceptable-use-policy/.

NOTE CREATE LINK TO THE FOLLOWING LANGUAGE:

This Acceptable Use Policy ("AUP") applies to Customer or its Authorized Users use of a Platform or Developer Tools provided by Campaign HQ whether we provide it directly or use another party to provide it to you. This AUP is designed to ensure compliance with the laws and regulations that apply to the Platforms or Developer Tools. This AUP also protects the interests of our customers and their donors and constituents, as well as our goodwill and reputation.

In the event of any conflict or inconsistency between this AUP or the Agreement, please refer to Section 9.6 of the Agreement to determine the order of precedence. Capitalized terms in this AUP that are not otherwise defined in this AUP have the meanings given in the Agreement.

We update this AUP periodically, so we encourage you to review this AUP often.

Proper Use. You will use the Campaign HQ Materials for your internal business purposes and will not: (a) willfully tamper with the security of the Platforms or Developer Tools or tamper with any customer or user accounts; (b) access content, information, or data on or through the Platforms, Developer Tools, Services, or Deliverables not intended for you; (c) log into a server or account on the Platforms that you are not authorized to access; (d) attempt to probe, scan or test the vulnerability of the Platforms or Developer Tools or to breach the security or authentication measures without proper authorization; (e) willfully render any part of the Platforms, Developer Tools, Services, or Deliverables unusable; (f) lease, distribute, license, sell or otherwise commercially exploit the Campaign HQ Materials or make the Campaign HQ Materials available to a third party other than as contemplated in the Agreement; (g) use the Platforms or Developer Tools for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (h) provide to third parties any evaluation version of the Campaign HQMaterials without our prior written consent.
Prohibited Uses. Customer agrees not (directly or indirectly) use, and not to encourage or allow any Authorized User to use the Platforms or Developer Tools, or in a manner that:
is threatening, abusive, harassing, stalking, or defamatory.
is deceptive, false, misleading, or fraudulent.
is invasive of another's privacy or otherwise violates another's legal rights (such as rights of privacy and publicity).
contains vulgar, obscene, indecent, or unlawful material.
removes, alters, or obscures any proprietary notices from the Campaign HQMaterials.
publishes, posts, uploads, or otherwise distributes any material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so.
uploads, stores, or transmits any content, data or information that contain viruses, worms, malware, or other malicious computer code, corrupted files, or any other similar software or programs that may damage the Campaign HQ Materials or a third-party's information technology systems (collectively, the "Harmful Code").
attempts to reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Campaign HQMaterials.
accesses or uses the Campaign HQ Materials for the purpose of building a competitive product or service or copying any features or user interfaces, or to create derivative works or improvements of the Campaign HQ Materials.
launches or facilitates, whether intentionally or unintentionally, a denial of service attack on the Campaign HQ Materials, or any other conduct that materially and adversely impacts the availability, reliability, or stability of the same.
combines or integrates the Campaign HQ Materials with any software, technology, services, or materials not authorized by EveryAction.
downloads any file or content that you know, or reasonably should know, cannot be legally accessed, or distributed to you under your user account credentials.
materially interferes with the business or activities of Campaign HQ or harms other Campaign HQcustomers.
harvests or otherwise collects information about others, including e-mail addresses, without their consent.
violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail).
is legally actionable between private parties.
is not a good faith use of either the Campaign HQ Materials (e.g., such as uploading contacts in excess of your contact tier, emailing those contacts, and then purging them shortly thereafter).
encourages, promotes, facilitates, or instructs others to engage in illegal activity.
promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.
uses the Campaign HQ Materials to receive, send or otherwise process Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 as amended, unless Customer has signed a Business Associate Agreement with Campaign HQor Customer's use of the Campaign HQ Materials fits within the "conduit" or some other exception for requiring a Business Associate Agreement.
is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. � 7701 et seq.), the US Telephone Consumer Protection Act of 1991 (47 U.S.C. � 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. � 6152 et seq.; originally codified at � 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market ('Directive on Electronic Commerce'), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector ('Directive on Privacy and Electronic Communications'), regulations promulgated by the U.S. Securities Exchange Commission or any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, regulations promulgated by the U.S. Federal Election Commission or any rules of national, state, or local election commissions or other government authorities, or the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada's Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), and any regulations having the force of law or laws in force in your or your email recipient's country of residence.
Email Practices. Without limiting the generality of Section 2, Customer agrees to the following email practices: a. Prohibited Email Actions. You may not use the Platforms in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (i) spam in violation of the CAN-SPAM Act or any other law; (ii) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (iii) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, (iv) commercial electronic messages in violation of Canada's Anti-Spam Legislation (referenced below), or (v) in violation of the General Data Protection Regulation (GDPR). b. Email Opt-out Requirements. You warrant that each email you send or is sent for you using the Platforms will contain: (i) header information that is not false or misleading; and (ii) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email (e.g., password reset notification) and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, "do not call" and "do not send" requests. c. You agree not to use the Platforms or Developer Tools in a way that impacts the normal operation, privacy, integrity or security of another's property, such as another's customer or user's account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations. You also agree not to use the Platforms or Developer Tools to gain unauthorized access to, use, monitor, make an unauthorized reference to, another's property, unless you have the appropriate express prior consent to do so (e.g., hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program). You also agree not to use the Platforms or Developer Tools in a way that causes or may cause any Campaign HQ IP address, domains, or an Campaign HQ's customer's domains to be blacklisted.
Telephone Marketing Practices. Without limiting the generality of Section 2, Customer agrees to the following telephone marketing practices: a. You must comply with all laws relating to telephone marketing, including without limitation those specifically referenced in Section 1. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. If you use the Platforms to place telephone calls, you must also comply with all applicable industry standards, including those applicable guidelines published by the U.S. Tier 1 telecommunications mobile network operators, the CTIA, and the Mobile Marketing Association. You are prohibited from using or permitting access to use the Platform to make emergency calls or to provide or seek emergency services. b. To the extent Customer or its Authorized Users uses the Platforms to solicit donations for political, ideological, charitable, social welfare, legislative or policy advocacy purposes that qualify as tax-exempt purposes under federal law, Customer represent and warrants: (a) It is a tax-exempt nonprofit organization (as defined under 26 U.S.C. �501(c) or (d)) and has been granted such determination by the U.S. Internal Revenue Service, (b) its tax-exempt, nonprofit status has not been revoked or otherwise terminated by the U.S. Internal Revenue Service or any equivalent state agency, (c) it will use the Platform only for political, ideological, charitable, social welfare, legislative or policy advocacy purposes that are tax-exempt purposes of an organization classified under Section 501(c) or Section 527 of the Internal Revenue Code, and (d) it will not use the Platform or a Messaging Feature for any advertising, marketing, commercial, trade, or business purpose, or for any other purpose or in any manner that triggers the application of the national "Do Not Call" registry, the Federal Trade Commission Telemarketing Sales Rule, 16 C.F.R. Part 310 and the Telephone Consumer Protection Act (TCPA), or any comparable state statutes or regulations that may apply to Customer's use of a Platform, including its Messaging Feature. c. Campaign HQand its SMS service providers (the "SMS Providers")have entered into Customer Services Agreements or similar agreements ("CSA") to facilitate Customer's use of SMS text message services through the Platforms. As such, Campaign HQand Customer hereby designate such SMS Providers or a person for which such SMS Providers owe a contractual or other duty of indemnification, and their respective officers, directors, employees, successors, and permitted assigns (a "SMS Indemnitee"), subject to this Section 3(c), as third-party beneficiaries of Section 6.3 to the Agreement having the right to enforce such section where: (i) a person alleges a violation of applicable law arising from or relating to Customer's use of the Platform that integrates or otherwise utilizes a SMS Provider's platform, services, or products or (ii) a SMS Indemnitee has been named, or is reasonably likely to be named, as a party to an Claim involving Customer's use of the Platforms in conjunction with a SMS Provider product or service. Notwithstanding anything to the contrary in this Section, Customer is not obligated to indemnify or defend a SMS Indemnitee against any Claim (whether direct or indirect) if such Claim or corresponding losses arise out of or result from, in whole or in part, a SMS Indemnitee's: (x) negligence or more culpable act or omission (including recklessness or willful misconduct); (y) bad faith failure to materially comply with any of its material obligations set forth in the CSA; or (z) failure to timely honor an opt-out request from a SMS text message recipient processed by or through an SMS Provider's systems or platforms. d. A SMS Indemnitee is entitled to a proportional indemnity claim for any losses that exceed such SMS Indemnitee's percentage of fault or negligence attributed to such Claim. A SMS Indemnitee shall give Campaign HQ prompt written notice (a "Claim Notice") but in no event more than ten (10) days of becoming aware of a Claim or discovery of facts on which a SMS Indemnitee intends to base a request for indemnification under this Section, which Campaign HQ shall forward to Customer as applicable under the circumstances. Each Claim Notice must contain a description of the Claim and the nature and amount of the related losses (to the extent that the nature and amount of the losses are known at the time). A SMS Indemnitee shall furnish promptly to Campaign HQ copies of all papers and official documents received in respect of any losses. All indemnification obligations in this Agreement are conditioned upon the SMS Indemnitee: (i) promptly delivering the Claim Notice and related documents under this Section; (ii) allowing Customer and/or Campaign HQ, if so requested, to undertake, conduct, and control, through reputable independent counsel of its own choosing, the defense, appeal or settlement of any Claim that is reasonably likely to give rise to an indemnification claim under any this Section; (iii) providing reasonable cooperation to Customer and Campaign HQ in the defense of any such Claim and any related settlement negotiations (at Customer or Campaign HQ's sole cost and expense (excluding attorneys' fees if SMS Indemnitee retains independent, separate outside counsel); and (iv) not compromising or settling any Claim without prior written consent of Customer and Campaign HQ. , Campaign HQ to the extent necessary or requested by Customer or a SMS Indemnitee, shall facilitate a line of communication between the respective parties to further this Section.
Developer Tools. Our Developer Tools, in addition to the terms in this AUP, is subject to the following guidelines: a. Limits and Restrictions. We set and enforce limits on your use of the Developer Tools at our discretion, and may change the limits at any time by revising this AUP or our Developer Tools guidelines or other requirements (available here and here). Currently, we have placed limitations on: (i) disk storage space, (ii) the number of calls you or your Authorized Users are permitted to make against the Developer Tools, and (iii) the number of page views by visitors to any public websites. You will not use the Developer Tools or create an integration that: (x) designs or permits an integration to disable, override, or otherwise interfere with any - Campaign HQ implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (xi) replicates or attempts to replace the user experience of a Platform; (xii) attempts to cloak or conceal Customer or an Authorized User's identity or the identity of the integration when requesting authorization to use the Developer Tools, or (xiii) monitors the availability, performance, or functionality of the Developer Tools or Platform or for any other benchmarking or competitive purposes, (xiv) recreates a core functionality of, or replaces, any of the Campaign HQ Materials in such a way as to cause us or our Customers, Affiliates, or partners reputational or financial damage , (xv) caches or stores any content other than for reasonable periods in order to provide your integration, (xvi) aggregates retrieved content with third-party content in such a way that violates applicable law, or (xvii) collects, stores, or shares Authorized User account passwords. b. Security. You will use and have in effect, appropriate administrative, physical, and technical safeguards that (i) meet or exceed industry standards with respect to the sensitivity of the data you are accessing or providing; (ii) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (iii) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of Personal Information. You will keep all credentials that we issue to you confidential and not make them publicly available or disclose them to third parties. You will cooperate with us to immediately correct any security deficiency and will immediately disconnect any intrusions or intruder. If your integration experiences a security deficiency or intrusion, you will coordinate with us on any public statements (e.g., press, blog posts, social media, etc.) before publication. Without limiting the generality of the above, Campaign HQ reserves the right to require Customer or its Authorized Users to complete periodic security assessments, testing, or verification of Customer's integration and, based on the results of such, Campaign HQr eserves the right to revoke, deny, restrict, or limit your access to and use of the Developer Tools. c. Privacy Policy. By using our Developer Tools you agree that Campaign HQ may use submitted information in accordance with our Privacy Policy, except to the extent prohibited by the Agreement or applicable law. In addition to the technical and security requirements, your integration must include a prominently identified privacy policy that covers what information you collect and how it will be used, stored, processed, protected, and shared, and a user agreement that governs the Authorized User's use of your integration. d. Monitoring. You agree that we may monitor your use of the Developer Tools to ensure quality, improve our products and services, and verify your compliance with the Agreement. You agree to assist us with this monitoring by providing us with information about your integration, data security and protection practices, and storage of Customer Content and Personal Information, which may also include access to your integration and other materials related to your use of the Developer Tools. If you do not demonstrate full compliance with the Agreement or our Developer Tools guidelines and requirements, we may restrict or terminate your access to the Developer Tools or account in accordance with the Agreement. e. Termination of Developer Tools. In addition to the terminations rights found elsewhere in the Agreement, as to a Developer Tools: (i) either of us may terminate the use of a Developer Tools with or without cause at any time upon five (5) days written notice and (ii) we may additionally terminate access to the Developer Tools upon five (5) days written notice to you if you have not accessed the applicable Developer Tools for six (6) months or longer. f. License. To the extent that you submit any content via the Developer Tools, you give us a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use that content for the purpose of providing the Developer Tools. For clarity, we do not acquire ownership in your integration, and by using the Developer Tools, you do not acquire ownership of any rights in the Developer Tools or any Campaign HQ Materials. g. Asset Changes. From time to time, we may change the Developer Tools, and future versions of the Developer Tools may not be compatible with your integration. When we make such changes, we are unable to provide notice of the changes to you, your Authorized Users, or your developers individually. We will have no liability resulting from any changes to the Developer Tools. h. Reservation of Rights. We reserve the right to do any of the following with or without notice: (i) charge fees for access to any of the Developer Tools, (ii) offer or cease to offer support for the Developer Tools, (iii) modify the Developer Tools and require you to use those subsequent versions, (iv) require you to use the Developer Tools in a different manner, (v) deprecate any of the Developer Tools at our discretion., (vi) independently develop products or services that may compete with your integrations, and (vii) if we determine that your use of the Developer Tools is against the interests of us or our Customers, we reserve the right to deactivate any credentials you have obtained from them, block your IP address, or otherwise prevent your use of the Developer Tools.
Campaign HQ Trademark Use. Unless you have our express prior written pe rmission, you may not use any name, logo, tagline or other mark of ours or the Campaign HQMaterials, or any identifier or tag generated by the Campaign HQ Materials, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled. If permitted to use our trademarks, you will not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products (unless authorized by us in writing or in another agreement); or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
Amendment. We may update and change this AUP in our reasonable discretion, and when we change this AUP, the "Last Updated" date above will reflect the date of the most recent version. If we update or change this AUP, the updated AUP will be posted to our website and, if you have a current and valid account to a Platform, we will we will inform you of any updates through the user interface or through the contact email registered with your account.

Privacy Policy. This policy describes how we collect, receive, use, store, share, transfer, and process your Personal Data in connection with your use of our Solutions. It also describes your choices regarding use, as well as your rights of access to and correction of your Personal Data. It is available at https://www.ngpvan.com/privacy-policy/.

NOTE CREATE LINK TO THE FOLLOWING LANGUAGE:

Campaign HQ LLC (“Campaign HQ,” “we,” “us,” or “our”) is an online, cloud-based service platform that provides individuals and organizations the ability to contribute to, organize, and manage their causes (collectively, the “Services”). This Privacy Policy is intended to comply with all applicable United States federal and individual state data protection laws (including without limitation, the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Act Concerning Personal Data Privacy and Online Monitoring, the Utah Consumer Privacy Act, and the Texas Data d Privacy and Security Act) as well as the national laws of Canada, Australia, United Kingdom, and the European Union (except, please note that the services offered through Mobilize and NGP VAN are offered only in the United States, and as such, are not subject to foreign data protection laws).
This Privacy Policy details how we collect, use and share personal information in providing our Services.
For Campaign HQ’s Data Processing Addendum (“DPA”), please click here.
For purposes of this Privacy Policy, we break down our users into three categories that align with how we handle their personal information:

How we refer to these individuals in the Privacy Policy

How these individuals interact with Campaign HQ

Examples

Our relationship with these individuals

Campaign HQ Users

Individuals who interact directly with our Services

·   A volunteer who signs up for an event on Campaign HQ

·   A donor who uses the portal to donate to a cause through Campaign HQ

·   An individual who signs up with Campaign HQ to learn about opportunities to participate in political campaigns
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·   An individual who uses the Campaign HQ Sign-On application to learn about the opportunities available across our Services

We have our own, direct relationship with Campaign HQ Users

Customers

Representatives of our prospective and existing Customers

·   A representative of an organization that uses Campaign HQ for Good to manage donations
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·   A company representative who requests a demo from Campaign HQ for a corporate philanthropy campaign

·   A representative of a public sector agency who use Campaign HQ s to measure the impact of a community engagement project

We have our own, direct relationship with Customers

Customer End Users

Individuals who are our Customers’ users

·   An individual, such as a company's employee, who donates to a nonprofit through Campaign HQ
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·   A volunteer who signs up for a political campaign that Campaign HQ uses to organize
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·   An individual who participates in a nonprofit's charity auction run by Campaign HQ

Campaign HQ processes the personal information of Customer End Users pursuant to agreements with our Customers – as a “services provider” or “processor.” Our Customers’ use and sharing of this information is governed by their own privacy policies.

Personal information we collect

Information you provide to us. Personal information you may provide to us through the Services or otherwise includes:

Contact information, such as your first and last name, professional title, business affiliation and address, email address, and phone number. First and last name, and email address, are required to access Campaign HQ’s Services.
Biographical information, such as your age and gender, political and professional affiliations, interests in charitable causes, and occupation. This information is not required to access Campaign HQ’s Services.
Event information, including where and when the event you sign up for through our Services is taking place, when you signed up for the event, the organizations affiliated with the event, the organization promoting the event, whether or not you actually attended the event, and any feedback you provide about the event.
Payment and transaction data that our payment service providers collect to process your payments, such as your donations or contributions to the political candidate or nonprofit cause of your choice. We do not store payment card numbers on our systems. The information you provide in connection with your purchases is handled by our third-party payment processors, such as Stripe or Plaid, in accordance with their terms of service and privacy policies.
Transaction history, including your donations or other engagement history.
Communications that we retain from any support requests you submit, and questions you may send us about marketing, job opportunities, etc.
Marketing data, such as your preferences for receiving our marketing communications, and details about your engagement with those communications.
Information from cookies and other automated technologies, such as information about the devices you use to engage with our Services, and online activity data. For more details about the technologies we use, the categories of information we collect, and how we use this information, please review our Cookie Policy.
Other information about Customer End Users that we may collect which is not specifically listed here, but which we contractually agreed to collect with each Customer. If applicable, please contact your employer or the organization that contracts with Campaign HQ to request a full list of personal information that we collect on their behalf, in addition to the information described above.

Third party sources. In certain cases, we combine personal information we receive from you with personal information we obtain from other sources, including:

Third parties, such as business data providers and public databases. For example, we may obtain information from corporate partners if you are using our Services through a corporate partner program, or from advocacy organizations that use our Services to manage their events. We also may obtain information from public records in order to conduct due diligence or fraud prevention checks, or to supplement your profile (i.e., to complete your zip code).
Distribution lists. To engage in an email, SMS, or calling campaign, our Customers may upload a distribution list that provides us information about their donors or constituents (such as their names, email addresses, and mobile phone numbers). We use and process this information to provide the requested services in accordance with our Customer agreement and this Privacy Policy.
Social media platforms. We may receive information about your activity when you follow us on social media and networking platforms such as Facebook or Twitter. Additionally, if you access our Services through a social networking site or a third-party login service (such as Single Sign-On (SSO) or Google), we may collect information about you from that third party that you have made available via your privacy settings.
Third-party integrations. Should you choose to integrate a third-party product within our Services, such as Google Sheets or Google Drive, we will ask you to grant us permission to view and/or download, as applicable, your Google Sheets or Google Drive. This allows us to configure your integration(s) in accordance with your preferences. We do not use this information for any other purpose.

How we use personal information

Below is a description of all the possibilities of how Campaign HQ Services use personal information, which may be limited under the applicable agreements signed directly by Campaign HQ with its Customers.
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A. Campaign HQ Users
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To fulfill our contractual obligations to you, we use personal information to:

Facilitate your engagement with us and our organizations; and
Process your donations and complete your other transactions.

We may also use personal information for the following legitimate business interests:

Recommend opportunities to engage with organizations and campaigns that use our Services;
Communicate with you about our Services, including by sending announcements, updates, security alerts, and support and administrative messages;
Personalize your experiences within the Services; and
Provide support, and respond to requests, questions, and feedback.

B. Customers
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To fulfill our contractual obligations to you, we use personal information to:

Provide you with our Services; and
Complete your transactions.

We may also use personal information for the following legitimate business interests:

Recommend opportunities to engage with other organizations and campaigns that use our Services;
Communicate with you about our Services, including by sending announcements, updates, security alerts, and support and administrative messages; and
Provide support, and respond to requests, questions, and feedback.

C. Customer End Users
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On behalf of our Customers, we use personal information to:

Enable our Customers to recruit and engage with Campaign HQ Users;
Provide our Customers with information relating to our products, events, or other business information;
Enable Customer End Users to complete transactions and make donations through the Services;
Communicate with Customers and Customer End Users about our Services and your account, including by sending announcements, updates, security alerts, and support and administrative messages;
Provide support, and respond to requests, questions, and feedback;
Provide marketing and advertising on behalf of our Customers, including interest-based online advertising; and
Build donor profiles for our Customers’ internal use through our Social Matching Feature. As directed by our Customers, we enrich our Customers’ email contact lists by appending Customer End Users’ email addresses with social media account information that we obtain from third-party data providers.

D. Marketing and advertising, including for:

Direct marketing. We use personal information to market our Services to you, and we can do so through websites, events, programs, and other means. We may send you direct marketing communications promoting our Services, events, programs, or other services that we believe are of interest. Recipients can opt out of our marketing communications as described in the opt out section below.

Where required by law, we will only send users marketing communications with your consent. Otherwise, we will market and advertise our Services on the basis of our legitimate business interests.
Interest-based advertising. We use cookies and similar technologies to engage in interest-based advertising. Please review our Cookie Policy for more information. Where required by applicable law, we will engage in interest-based advertising only with your consent.

E. Research and development. It is in our legitimate business interests to engage in research and development, including to:

Develop new features, products, and services; and
Create aggregated, de-identified, or other anonymous data or analytics.

F. Compliance with law, including to:

Comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities;
Protect our, your, or others’ rights, privacy, safety, or property (including by making and defending legal claims);
Audit our internal processes for compliance with legal and contractual requirements and internal policies;
Enforce the terms and conditions that govern our Services; and
Prevent, identify, investigate, and deter fraudulent, harmful, unauthorized, unethical, or illegal activity, including cyberattacks and identity theft.

Disclosure of personal information

How we disclose personal information. Below is a description of all the possibilities of how and to whom Campaign HQ Services disclose personal information, which may be limited under the applicable agreements signed directly by Campaign HQ with its Customers.
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We may disclose personal information to:

Affiliates. All the platforms affiliated with Campaign HQ for purposes consistent with this Privacy Policy. You can opt out of this disclosure as described in the Privacy Rights and Choices section below.
Organizations and campaigns. Charities, nonprofits, and other organizations, including when you seek to engage with opportunities on our platform or when you engage with a specific organization that uses our platform for its causes.
Advertising vendors. Third-party advertising companies, including for the interest-based advertising purposes described above, that can collect information on our website through cookies and other automated technologies. Please review our Cookie Policy for more information.
Service providers. Companies and individuals that provide services on our behalf or help us operate our Services (such as hosting, information technology, customer support, email delivery, and website analytics services).
Professional advisors. Professional advisors, such as lawyers, auditors, bankers, and insurers, in the course of the professional services that they render to us.
Authorities and others. Law enforcement, government authorities, and private parties, as we believe in good faith to be necessary or appropriate for the compliance and protection purposes described above.
Business transferees. Acquirers and other relevant participants in business transactions (or negotiations for such transactions) involving a corporate divestiture, merger, consolidation, acquisition, reorganization, sale, or other disposition of all or any portion of the business or assets of, or equity interests in, Campaign HQ, our subsidiaries or our affiliates (including in connection with a bankruptcy or similar proceedings). Acquirees will be subject to the same terms under this Privacy Policy.

How Customers may direct us to disclose social media matching data.

As directed by our Customers, we enrich our Customers’ email contact lists by appending Customer End Users’ email addresses with social media account information that we obtain from third-party data providers. In addition, Customers and Customer End Users may direct us to make the donor profiles that we build using this feature available to other Customers. Customer End Users who do not want their information to be disclosed to other Customers through this feature can opt out by canceling the Social Matching Feature.

How you may disclose personal information through the Services. You may disclose personal information to:

The public. If you decide to participate in one of our Services’ features, such as our online blogs, you make this information available to other Campaign HQ Users, Customer End Users, and/or the general public.

Privacy rights and choices

Access to account information. You may update, correct, or delete your account information by accessing the account you have established with us on the Services.

NOTE: WE DO NOT SELL YOUR PERSONAL INFORMATION.
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Opt out of marketing communications. You can opt out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the emails you receive from us. If you do so, you will continue to receive service-related and other non-marketing emails until you cease using our Services linked to those service updates. Please note that Campaign HQ is not responsible for our Customers’ communications sent to you; to opt out of communications you receive from our Customers, please follow the opt-out or unsubscribe options contained in our Customers’ communications.

Opt out of data sharing among Campaign HQ affiliates. You may opt out of data sharing among our affiliate organizations by contacting us at privacy@Campaign HQtech.com.
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Privacy rights. You have the right to submit requests about your personal information, depending on your location and the nature of your interactions with our Services:

Information about how we have collected and used personal information. We have made this information available to you without having to request it by including it in this Privacy Policy.
Access to a copy of the personal information that we have collected about you. Where applicable, we will provide the information in a portable, machine-readable, readily usable format.
Correction of personal information that is inaccurate or out of date.
Deletion of personal information that we no longer need to provide the services or for other lawful purposes.
Opt out of the processing or sharing of your personal information for targeted advertising. We share personal information with advertising partners that display targeted advertisements to users around the web. You can limit online tracking as described in our Cookie Policy or by contacting us at privacy@Campaign HQtech.com.
Opt out of the processing or sharing of your personal information for targeted advertising. We share personal information with advertising partners that display targeted advertisements to users around the web. You can limit online tracking as described in our Cookie Policy or by clicking on the “Your Privacy Choices” link on our website footer.
Appeal our denial of your personal information request by contacting us as set out below.
Additional rights, such as to object to and request that we restrict our use of personal information.

To make privacy-related requests, please contact us at privacy@Campaign HQtech.com. We reserve the right to confirm the identity of the individual making a request before we respond to the request and to assess whether these rights apply to you.

To enable us to match our records with your personal information to respond to your request, you must include the following details in your request. If you do not include this information, we may be unable to complete your request:‍‍

The name of the Campaign HQ Services you have used
The first and last name you used to access the Services
The email address you used to access the Services

California residents can empower an “authorized agent” to submit requests on their behalf. We will require authorized agents to confirm their identity and authority, in accordance with applicable laws.

Additionally, applicable law can limit these rights, for example, by prohibiting businesses from providing certain sensitive information in response to an access request and limiting the circumstances in which they must comply with a deletion request. If we decline a request, we will explain why we took that action, subject to legal restrictions.

You are entitled to exercise all rights described in the Privacy Rights and Choices section free from discrimination.‍‍

Third-party services

Our Services can contain links to websites and other online services operated by third parties. In addition, our content can be integrated into web pages or other online services that are not associated with us. These links and integrations are not an endorsement of or representation that we are affiliated with any third party. We do not control websites or online services operated by third parties, and we are not responsible for their actions.

Privacy Shield Framework

Campaign HQ complies with the EU-U.S. Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce and the European Commission regarding the collection, use, and retention of personal information transferred from the European Union, United Kingdom, and Switzerland to Campaign HQ’s subsidiaries. For more information regarding Campaign HQ's adherence to the General Data Protection Regulation (“GDPR”) and other Data Protection Laws of the European Union, the European Economic Area (“EEA”), and their respective Member States, Switzerland, and the United Kingdom (“UK”), please see Campaign HQ’s Data Processing Addendum (“DPA”) at here.

Campaign HQ has certified to the Department of Commerce that it adheres to the Privacy Shield Principles with respect to such information. If there is any conflict between the terms in this Privacy Policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov.

Pursuant to the Privacy Shield Frameworks, EU, UK, and Swiss individuals have the right to obtain our confirmation of whether we maintain personal information relating to you in the United States. Upon request, we will provide you with access to the personal information that we hold about you. You may also correct, amend, or delete the personal information we hold about you. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data transferred to the United States under Privacy Shield, should direct their query to privacy@Campaign HQtech.com. If requested to remove data, we will respond within a reasonable timeframe.

We will provide an individual opt-out choice, or opt-in for sensitive data, before we share your data with third parties other than our agents or Customers, or before we use it for a purpose other than which it was originally collected or subsequently authorized. To request to limit the use and disclosure of your personal information, please submit a request as set out in the Privacy Rights and Choices section above or by written request to privacy@Campaign HQtech.com.

Campaign HQ may transfer personal information to third parties as described in this Privacy Policy. Campaign HQ maintains contracts with its third-party service providers restricting their access, use, and disclosure of personal information in compliance with our Privacy Shield obligations. Campaign HQ may be liable if these third parties fail to meet those obligations and we are responsible for the event giving rise to the damage.

In compliance with the Privacy Shield Principles, we commit to resolve complaints about our collection or use of your personal information. European individuals with inquiries or complaints regarding our Privacy Shield policy should first contact us at: privacy@Campaign HQtech.com.

We have further committed to refer unresolved privacy complaints under the Privacy Shield Principles to an independent dispute resolution mechanism, BBB NATIONAL PROGRAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://bbbprograms.org/privacy-shield-complaints/ for more information and to file a complaint. This service is provided free of charge to you.

Please note that if your complaint is not resolved through these channels, under limited circumstances, a binding arbitration option may be available before a Privacy Shield Panel. Additional information on the arbitration process is available on the Privacy Shield website at www.privacyshield.gov.

Campaign HQ may be required to disclose personal information in response to lawful requests by public authorities, including to meet national security or law enforcement requirements. Campaign HQ’s commitments under the Privacy Principles are subject to the investigatory and enforcement powers of the Federal Trade Commission.

Children's privacy

Our Services are not intended for use by children under 13 years of age in the U.S., and under 16 years of age in the EEA/UK. If we learn that we or a Customer has collected personal information through our Services from a child under 13 in the U.S. or under 16 in the EEA/UK without the consent of the child’s parent or guardian as required by law, we will delete it.

Retention

We retain personal information for as long as appropriate to fulfill the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements, to establish or defend legal claims, or for fraud prevention purposes. To determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of personal information, the purposes for which we process personal information and whether we can achieve those purposes through other means, and the applicable legal requirements. If applicable, we will retain personal information as agreed upon in the Customer’s signed agreement.

Cross-border processing of personal information

If you provide us with your personal information when using the Services, then please note that we are headquartered in the United States. To provide and operate our Services, it is necessary for us to process personal information in the United States.
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If we transfer personal information across borders such that we are required to apply appropriate safeguards to personal information under applicable data protection laws, we will do so. Please contact us for further information about any such transfers or the specific safeguards applied.

Changes to this Privacy Policy

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you (for example, by posting the Privacy Policy on our Services).

How to contact us

You can reach us by email at privacy@Campaign HQtech.com

If you would like to submit a complaint about our use of your personal information or our response to your requests regarding your personal information, you can contact us or submit a complaint to the data protection regulator in your jurisdiction. You can find your data protection regulator here.

Cookie Policy

This Cookie Policy explains how Campaign HQ uses cookies and similartechnologies in connection with our Services.

What are cookies and similar technologies?

Cookies are text files that websites store on a visitor’s device to uniquely identify the visitor’s browser or to store information or settings in the browser for the purpose of helping you navigate between pages efficiently, remembering your preferences, enabling functionality, helping us understand activity and patterns, and facilitating online advertising.
Local storage technologies, like HTML5, provide cookie-equivalent functionality but can store larger amounts of data, including on your device outside of your browser in connection with specific applications.
Web beacons, also known as pixel tags or clear GIFs, are used to demonstrate that a webpage or email was accessed or opened, or that certain content was viewed or clicked.

How do we use cookies and other similar technologies?

We, our service providers, and our advertising partners automatically log information about individuals’ interactions with our Services and communications, such as:

Device information, such as computer or mobile device operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., WiFi, LTE, 3G), and general location information such as city, state, or geographic area.
Online activity information, such as pages or screens viewed, how long individuals spend on a page or screen, the website they visited before browsing to our website, navigation paths between pages or screens, information about activity on a page or screen, access times and duration of access, and whether individuals open our marketing emails or click links within them.

We may also allow our advertising partners to collect this information through our website.
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This Cookie Policy refers to all these technologies collectively as “cookies.”
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What types of cookies and similar technologies does Campaign HQ use?
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We use the following categories of cookies:
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Essential. These cookies are necessary to allow the technical operation of our Services (e.g., they enable you to move around on a website and to use its features).
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Functionality / performance. We use these cookies to enhance the functionality and performance of the Services.
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Analytics. We use these cookies to help us understand how our Services are performing and being used. For example, we use Google Analytics to collect information about how users use our Services, which we then use to compile reports that disclose trends without identifying individual visitors, and help us improve our Services. For more information on Google Analytics, click here. For more information about Google’s privacy practices, click here. You can opt out of by downloading and installing the browser plug-in available at: https://tools.google.com/dlpage/gaoptout.
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Advertising. We and our third-party advertising partners use these cookies to collect information about how you use our website and use that information to serve online ads that may be relevant to your interests. Please find examples of the third-party advertising cookies we use and links to their platform opt-out pages in the following section.
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‍How can you control the use of cookies?

‍Other than “essential cookies,” which are required to allow our Services to operate, you can control our use of cookies through our Cookie Settings.

You can also limit online tracking by:

Blocking cookies in your browser. Most browsers let you remove or reject cookies, including cookies used for interest-based advertising. To do this, follow the instructions in your browser settings. Many browsers accept cookies by default until you change your settings. For more information about cookies, including how to see what cookies have been set on your device and how to manage and delete them, visit www.allaboutcookies.org. Use the following links to learn more about how to control cookies and online tracking through your browser:
o Firefox; Chrome; Microsoft Edge; Safari
Blocking advertising ID use in your mobile settings. Your mobile device settings can provide functionality to limit use of the advertising ID associated with your mobile device for interest-based advertising purposes.
Using privacy plug-ins or browsers. You can block our websites from setting cookies used for interest-based ads by using a browser with privacy features, like Brave, or installing browser plugins like Privacy Badger, Ghostery, or uBlock Origin, and configuring them to block third party cookies/trackers.
Advertising industry opt out tools. You can also use these opt out options to limit use of your information for interest-based advertising by participating companies:
o Digital Advertising Alliance for Websites: outout.aboutads.info
o Network Advertising Initiative: optout.networkadvertising.org
Platform opt-outs. Some third-party ad networks, including third-party ad servers, ad agencies, ad technology vendors and research firms, allow you to opt-out directly by using their opt-out tools. Some of these providers, and links to their opt-out tools, are:
o    Google
o    LinkedIn
o    Bing
o    Facebook‍

Note that because these opt out mechanisms are specific to the device or browser on which they are exercised, you will need to opt out on every browser and device that you use.
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Do Not Track. Some Internet browsers can be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do Not Track” or similar signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

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When we refer in this Agreement to:

“Affiliate” or “Affiliates,” we mean any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, by a party. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a person, whether through ownership of more than fifty percent (50%) of the voting interests of a person or by written agreement.

“Confidential Information,” we mean information that a party (as the “Disclosing Party”) provides or makes available about its business affairs, products, pricing, confidential intellectual property, encryption keys, API keys, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” to the other party (as the “Receiving Party”) in connection with the Agreement. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain, (b) known to the Receiving Party at the time of disclosure, (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third-party, or (d) independently developed by the Receiving Party.

“Customer,” “you,” or “your,” we mean the person or entity identified in an Order Form.

“Customer Data,” we mean any information, data, and other content that is submitted, posted, or otherwise transmitted by or on behalf of you to a Platform. Customer Data does not include Usage Data, Volunteer Content, or information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags we incorporate into our Solutions or collected through Solutions described in Section 1.7.4 of this Agreement.

“Data Protection Claims,” we mean any claims arising from a party’s breach of Section 1.3 (Security of the Solutions); Section 1.8.3 (Customer Data); and Sections 1.8.1 (Use Restrictions), 1.8.2 (Compliance with Applicable Law), and 3 (Confidential Information), where such breach results in the unauthorized disclosure of Customer Data.

“Campaign HQ NGP VAN,” “we,” “us,” or “our,” we mean Campaign HQ, LLC., a Ohio corporation .

“Excluded Claims,” we mean (a) a party’s breach of its obligations in Section 3 (Confidential Information) (not including Data Protection Claims or other similar obligations and/or claims relating to Customer Data); (b) either party’s express obligations under Section 5 (Indemnification); and (c) liability which, by law, cannot be limited.

“Fees,” we mean the charges, costs, and other amounts you pay to access, use, or receive our Solutions.

“Feedback,” we mean feedback, suggestions, or contributions regarding the Solutions provided to us by you or your Users.

“Personal Data,” we mean any information relating to an identified or identifiable individual and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).

“Security Measures,” we mean the definition ascribed to the same as contained in our Data Processing Agreement.

“Solutions,” we mean (a) our web-based and mobile subscription-based, applications, tools, and offerings provided by or through us (including any upgrades and updates thereto made commercially available by us to similar customers at no charge) and ordered by you under an Order Form that are developed, operated, and maintained by us, accessible via https://www.Campaign HQ.com/ or another designated URL, and any ancillary products and services, including website hosting, that we provide to you (each a “Platform”); (b) our application programming interfaces made available by us to you or your Users at https://docs.Campaign HQ.com (the “Developer Tools”); (c) any related technical or non-technical manuals, instructions, or other documents or materials made available by us to you describing the functionality, components, features, or requirements of the Platforms, including information pertaining to the installation, configuration, integration, operation, availability, or maintenance of such Platforms. Documentation, where applicable, includes our then-current service level agreement (not to include the Developer Tools) (the “Documentation”); (d) he professional services provided to you by us, which may include website design and development, customization or data or other integration, data analysis or optimization, or other consulting services specified under an Order Form (“Consulting Services”); and (e) any other materials or services offered by CAMPAIGN HQ and ordered by you under an Order Form. Solutions do not include Previews or Third-Party Products.

“Subscription Term,” we mean the initial term of your subscription to a Platform or other recurring Solutions, as specified on your Order Form(s), and each subsequent renewal term (if any). For Previews, the Subscription Term will be the period during which you have an account to access the Previews.

“Taxes,” we mean taxes, levies, duties or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Campaign HQ.

“Third-Party Products,” we mean products, platforms-as-a-service or other managed instances, and professional services that are provided by third parties which host, interoperate, integrate, or otherwise work with or are used in connection with a Platform, including any information or data that is contained, developed, provided, or otherwise made available in the same.

“Usage Data,” we mean query logs, and any data (other than Customer Data) relating to the operation, support and/or about Customer’s use of the Solutions.

“User” or “Users,” we mean you and your employees, contractors, consultants, agents, representatives, or other persons authorized by you to access or use a Platform or Developer Tools for your benefit.

1. SOLUTIONS

1.1 Access and Use. We will, for the term set forth in your Order Form (the “Subscription Term”), make the Platforms available to you and your Users in accordance with this Agreement, the Documentation, and the Order Form. To the extent you provide access to the Platforms to your Affiliate or its users, you agree such access and use of the Platforms is subject to compliance with this Agreement and you remain liable for your and your Users’ compliance as well as any Affiliates and its users’ compliance with this Agreement.

1.2 Compliance with Applicable Laws. We will provide the Solutions in accordance with our obligations under laws and government regulations applicable to our provision of the Solutions to our customers generally; including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data, without regard to Customer’s particular use of the Solutions and subject to Customer’s use of the Solutions in accordance with this Agreement.

1.3 Security of the Solutions. We will maintain the commercially appropriate administrative, physical, and technical safeguards in relation to our Platforms described in Annex 2 of our DPA (ie., Security Measures) to protect Personal Data from Security Incidents and to preserve the security and confidentiality of Personal Data.

1.4 Modifications and Deprecation of Platforms.
1.4.1 Changes. We may update, upgrade, or modify our Platforms to (a) improve or enhance the: (i) quality or delivery of a Solution; (ii) competitive strength of or market for a Solution; or (iii) cost efficiency or performance of a Solution; or (b) comply with applicable law (each a “Change”). Any Change made by us will apply to all Customers and their respective Users.
1.4.2 Legacy Platforms. If you have a legacy Platform or other product, the features and limits that apply to that Platform or product may be different than those that appear in this Agreement or the Documentation. Further, we may deprecate or degrade such legacy Platforms or products in our discretion. At our option and with notice to you, we may move you to our then-current Platform or comparable product at any time and any such move may require you to execute a new Order Form.

1.5 Developer Tools. We set and enforce limits on your use of the Developer Tools at our discretion and may change the limits at any time by revising the information contained in the Documentation. For example, we limit: (a) disk storage space, (b) the number of calls you or your Users are permitted to make against the Developer Tools, and (c) the number of page views by visitors to any public websites. We also may monitor our customers use of the Developer Tools for a variety of reasons, to include ensuring the quality and availability of the Developer Tools. Notwithstanding anything to the contrary in this Agreement, the Developer Tools are provided as-is and as-available, and CAMPAIGN HQ expressly disclaims any warranty, including any implied warranty of merchantability, fitness, title, or any other implied warranty available under applicable law.

1.6 Consulting Services.
1.6.1 We will perform the Consulting Services for Customer as set forth in each applicable Order Form, subject to the terms and conditions of the Agreement (i) in English; (ii) remotely; and (iii) using personnel that are professional and qualified in the performance of the applicable Consulting Services. You acknowledge and agree that (x) any Fees for such Consulting Services are non-cancellable, non-refundable, and are in addition to any Fees for the Platforms; (y) timely access to applicable Customer Materials (defined below), resources, personnel, equipment or facilities is necessary for the provision of Consulting Services; and (z) to provide such access and to cooperate with us during our provision of any Consulting Services. We will have no liability for any delay or deficiency to the extent resulting from Customer’s breach of its obligations under this Section 1.6.1.

1.6.2 Customer hereby grants CAMPAIGN HQ a limited right to use any materials provided to us in connection with Consulting Services (the “Customer Materials”) solely for the purpose of providing Consulting Services to Customer. Customer will retain any of its rights (including all intellectual property rights) in and to the Customer Materials. We will treat Customer Materials subject to the confidentiality obligations under Section 5 (Confidentiality). Customer warrants that Customer has and will have sufficient rights in the Customer Materials to grant the rights to us under this Agreement and that the Customer Materials will not violate the rights of any third-party rights.

1.6.3 The Consulting Services (ie., providing guidance on configuring a Platform) and the resulting code, guides, or other materials provided for use by Customer as well as the tools and knowledge used by CAMPAIGN HQ in performing the Consulting Services are applicable to Campaign HQ business and are part of our Solutions. Subject to the terms and conditions of the Agreement, we grant you a limited, non-exclusive, royalty-free, non-transferable worldwide license to use the above internally solely in connection with your use of the Solutions during the applicable term.

1.7 Specific Platform Terms.

1.7.1 Previews. We may make available to Customer access to or use of a Solution or certain features therein that are free or on a trial or evaluation period or are not yet generally available that may be labeled as “private preview” or “beta” (collectively, “Previews”). Any Preview is provided (a) “as is” and “as available” without warranty of any kind; (b) on a confidential basis; and (c) subject to any additional terms and conditions that we provide to you before your access to a Preview. We may suspend, limit, or terminate a Preview for any reason at any time without notice and we are not liable to you for damages of any kind related to your use of a Preview.

1.7.2 Pipeline. Our Solutions include the capability for Customer to manage a SQL database instance hosted either by us or a third-party service provider (“Pipeline”). Pipeline mimics your Customer Data databases allowing you to perform a variety of SQL queries and other analyses of your entire or selected subsets of your Customer Data in a non-production environment, or you may provide access to and otherwise share Customer Data with your vendors and other authorized third parties (each a “Recipient”) to perform these functions on your behalf using Pipeline. You acknowledge and agree that: (a) Recipients will have the access designated or authorized by you (including to view, download, and query the Customer Data) and that it is your responsibility to evaluate any risks related to your sharing of Customer Data with Recipients; and (b) CAMPAIGN HQ has no control over, and will have no liability for, any acts or omissions of any Recipient with respect to your sharing of Customer Data.

1.7.3 Campaign HQ Services (CHQS). We may make one or more Solutions available to you and your Users branded under the CHQS tradename, which facilitate the (i) hosting of webpages owned, branded, or published by or on behalf of our customers pertaining to customer-specific events (each a “Customer Page”) and (ii) registering of attendees of such customer-specific events (each a “Volunteer”). As part of registration through a Customer Page, a Volunteer (x) provides certain information (“Volunteer Content”); (y) agrees to our terms and conditions herein pertaining to their interactions with our Solutions and our or your use of any Volunteer Content ; and (z) may be tagged in our Solutions for inclusion in one or more customer’s databases.

1.8 Customer Responsibilities.
1.8.1 Use Restrictions. You will not and will not permit your Users or any other person to access or use the Platforms in a manner that violates the terms of our AUP or for a purpose or in a manner that is unlawful or prohibited by this Agreement. If you become aware of any actual or threatened activity prohibited by this Section 1.8, you will, and will cause your Users to, without undue delay notify us of such activity and take reasonable and lawful measures asked of it by us to stop the activity or mitigate its effects.

1.8.2 Compliance with Applicable Law. Your use of the Solutions and all Customer Data will comply with applicable laws and government regulations including, without limitation, those related to data privacy and data transfer, federal and state election law, and online, telephonic, and digital advertising and marketing.1.8.3

1.8.3 Customer Data.

a. Generally. You are responsible for: (i) the accuracy, integrity, and legality of all Customer Data; (ii) obtaining the necessary permissions or rights in the Customer Data to grant the rights and permissions to CAMPAIGN HQ under this Agreement; and (iii) ensuring that your use of the Customer Data does not violate any third-party rights.

b. Protection of Customer Data. Without diminishing our commitment in Section 1.3, you acknowledge and agree that: (i) we have no obligation to assess the content of Customer Data to identify information subject to any specific legal, regulatory, or other requirement; and (ii) you are responsible for (1) making appropriate use of the Solutions to ensure a level of security appropriate to the particular content of Customer Data, including, where appropriate, implementation of encryption functionality and multifactor authentication (as described in the Documentation) and configuration of the Solutions or your information technology infrastructure to back-up Customer Data; (2) appropriately configuring, managing, and protecting your User roles and credentials; (3) reporting to us any suspicious activities in your account or if a User credential has been compromised, and (4) appropriately managing and protecting any Customer-managed encryption keys to ensure the integrity, availability, and confidentiality of the key and Customer Data encrypted with such key.

c. Impermissible Data. Our Solutions are not designed, and you may not use our Solutions, to collect, manage, or process information or combinations of information that: (i) falls within the definition of “special categories of data” under various data protection and privacy laws (g., biometric information); (ii) pertains to minors or other individuals under the legal age of consent; or (iii) is subject to industry-specific laws or regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA).

d. Business Ethics. You, as a material part of this Agreement, acknowledge that we conduct our business based on a set of values and guidelines for action and behavior regarding people (including, without limitation, customers, employees, communities impacted by our business activities, and our shareholders.. You also agree to make contributions or other payments to candidates for any political office, or government officials or other persons charged with similar authority only in accordance with applicable law.

2. INTELLECTUAL PROPERTY.

2.1 Customer Data. As between you and us, you own all right, title, and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Customer Data and, subject to any limitations imposed on such by any identified or identifiable individual, the Personal Data contained therein. You agree that we may use and disclose Customer Data as reasonably necessary to (a) provide you and your Users with a Platform, (b) make improvements and updates to the Platforms to enhance our provision of the Platforms for you and other customers, (c) detect, prevent, and investigate Security Incidents, fraud, spam, or unlawful use of the Platforms or other Solutions or Third-Party Products, and (d) respond to any technical or service-related problems or your queries and ensure the proper functioning of the Platforms.

2.2 Solutions and Other Intellectual Property. As between you and us, we exclusively own all right, title, and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Solutions, Usage Data, Volunteer Content, and any and all related and underlying technology and documentation; and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated. Except for the express limited rights set forth in this Agreement, no right, title or interest in any of the above is granted to Customer.

2.3 Usage Data. Notwithstanding anything to the contrary in this Agreement, we may collect and use Usage Data to develop, improve, support, and operate our Solutions. We may not share any Usage Data that includes Customer’s Confidential Information with a third party except (i) in accordance with Section 3 (Confidential Information) of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that Customer, Customer’s Users, and any other natural persons cannot be identified or reidentified.

2.4 Feedback. By submitting to us your Feedback you agree that: (a) our obligations under Section 3 do not apply to the Feedback, (b) we may use or disclose (or choose not to use or disclose) your Feedback for any purpose and in any manner, (c) we own the Feedback, and (d) to the extent useful by applicable law, you grant to us (for yourself and all of your Users) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you or your Users.

2.5 Third-Party Products. Third-Party Products are not under our control and, as such, are not considered part of our Solutions. Such Third-Party Products are provided as a convenience and the availability of a Third-Party Product does not constitute an endorsement by us of the same. We make no representation or warranty regarding any Third-Party Product, including its availability, security, or suitability for use with or in conjunction with our Platforms or the Customer Data. Any proprietary right or interest to any such Third-Party Product and any content provided therein belongs to that third-party provider subject to any right or license Customer may hold as to such Third-Party Product.

3. CONFIDENTIAL INFORMATION.

As a condition to any disclosure of or access to Confidential Information, the Receiving Party will: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (b) not disclose the Disclosing Party's Confidential Information to any person, except to a person who has a need to know such Confidential Information and has been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Agreement, (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care, and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure. Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 3 with respect to any Confidential Information that constitutes a trade secret under applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable law other than as a result of any act or omission of the Receiving Party. If the Receiving Party is compelled under applicable law to disclose Confidential Information, then, to the extent permitted by applicable law, the Receiving Party will prior to such disclosure, provide the Disclosing Party with sufficient notice of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights.

4. TERM AND TERMINATION; FEES AND PAYMENT.

4.1 Term and Termination.
4.1.1 Term. Your initial Subscription Term will be specified in your Order Form and, unless stated otherwise in the Order Form, it will automatically renew for successive additional terms of the same length to the initial Subscription Term.
4.1.2 Notice of Nonrenewal. Except where your Order Form provides otherwise, to prevent this Agreement from renewing automatically either party must provide the other party with at least ninety (90) days’ written notice of its intent to not renew prior to the expiration of the then-current Subscription Term.
4.1.3 Termination. Either party may terminate this Agreement, effective on thirty (30) days’ written notice to the other party, if such other party materially breaches this Agreement, and such breach is incapable of cure or if being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach or immediately by us upon written notice if you make an assignment for the benefit of creditors or you dissolve your entity, or you are more than five (5) days delinquent in payment of any Fees.
4.1.4 Effect of Expiration or Termination. Upon the expiration or earlier termination: (a) each party will return or, if requested, destroy any Confidential Information belonging to the other party in its possession; (b) you will immediately discontinue use of the Platforms, (c) all earned and unpaid Fees become immediately due; and (d) at your written request and instruction, we will: (i) provide you with (1) temporary access to the Platforms to retrieve Customer Data or (2) copies of all Customer Data then in our possession or control in a commonly accessible data format, or (ii) delete all Customer Data in our possession or otherwise in our control (1) unless we are legally prohibited or (2) except as (A) provided in our DPA, then such Customer Data shall be Processed in accordance with our DPA or (B) to the extent we created archived copies of the Customer Data during the course of performing our obligations under this Agreement, then we will destroy such archived copies pursuant to our internal practices for record destruction.

4.2 Suspension. Your or your Users’ access to or use of a Solution may be subject to suspension or otherwise denied if we reasonably determine that (a) you or any User has violated, are violating, or intend to violate any of the provisions contained in Section 1.8 (Customer Responsibilities) of this Agreement; (b) you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (c) you are delinquent in your payment of Fees; or (d) the continued provision of a Solution to you or any User is prohibited by applicable law. We will use commercially reasonable efforts to: (x) provide you with notice and an opportunity to remedy such violation or threat prior to any such Suspension; (y) where practicable limit the Suspension based on the circumstances leading to the Suspension (e.g., to certain Users), and (z) provide updates regarding resumption of access following any Suspension and resume such access as soon as reasonably possible after the event giving rise to the Suspension is cured. We will have no liability to you, your Affiliates, or Users for any losses, damages, or any other consequences that may result because of a Suspension.

4.3 Surviving Provisions. Any defined term with this Agreement, and this Section 4.3 (Surviving Provisions) and Section 1.1 (Access and Use), Section 1.8.1 (Use Restrictions), Section 2 (Intellectual Property), Section 3 (Confidential Information), Section 4.4.3 (Payment), Section 4.4.5 (Taxes), Section 4.1.4 (Effect of Termination), Section 5 (Indemnification), Section 6 (Disclaimers; Limitation of Liability), Section 7 (Miscellaneous), and our DPA (to the extent we are Processing Personal Data as those terms are defined in the DPA) will survive the expiration or termination of this Agreement.
4.4 Fees and Payment.
4.4.1 Initial Fees. The Fees for the initial Subscription Term will remain fixed, subject to: (a) any usage or similar fees based on consumption (g., tier level fees) and (b) upgrades or additional features or products added by you during such Subscription Term.

4.4.2 Fee Adjustments at Renewal. As to the Platforms and other recurring Solutions, the Fees for any renewal Subscription Term will be at the then-current Fees as of the first day of the applicable Subscription Term or as reasonably determined by us but not to exceed an amount equal to a five percent (5%) annualized increase over the Fees charged for such Solutions on the last day of the just-ended Subscription Term.

4.4.3 Payment. Payment of Fees will be made in accordance with the applicable Order Form. On any outstanding Fees, we may impose interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law and will be entitled to recover from you all costs (including reasonable attorneys’ fees) incurred by us in collecting any overdue payment or interest.
4.4.4 Payment Disputes. We will not exercise our rights under Section 4.1.3 (Termination) or Section 4.2 (Suspension) with respect to non-payment by Customer if Customer is disputing the applicable Fees reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.

4.4.5 Taxes. Fees do not include Taxes. Customer is responsible for paying all Taxes associated with its purchases hereunder including without limitation all use or access of the Solutions by its Users. If we have the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.4.5, we will invoice Customer and Customer will pay that amount unless Customer provides us with a valid tax exemption certificate authorized by the appropriate taxing authority. Taxes will not be deducted from payments to us, except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, CAMPAIGN HQ receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Upon our request, Customer will provide to us its proof of withholding tax remittance to the respective tax authority and, where applicable, Customer will provide its the value added tax/GST registration number of the business location(s) where Customer is registered, and the ordered Solutions are used for business use.

5. INDEMNIFICATION.

5.1 Procedure. The party seeking indemnification hereunder (“Indemnified Party”): (a) will promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) in writing of any third-party claim, demand, lawsuit, notice of violation, or proceeding (collectively, a “Claim”); provided, however, that the failure to give such prompt notice of a Claim will not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure, (b) will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense, and (c) may, at its own expense, participate in the defense of a Claim. An Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim; however, neither the Indemnifying Party nor an Indemnified Party may settle any Claim under this Agreement where such settlement includes: (x) admitting liability or fault on behalf of the other party or (y) creating any obligation or imposes an act or forbearance (including injunctive or other equitable relief) on the other party, without the other party’s prior written consent.

5.2 CAMPAIGN HQ Indemnification. We will defend you and your officers, directors, employees, successors, and permitted assigns (each, a “Customer Indemnitee”) against a Claim (other than a Claim brought by an Affiliate of a Customer Indemnitee) (a “Customer Indemnity Claim”) arising out of or relating to an allegation that your use of the Platforms in accordance with this Agreement infringes or misappropriates a third-party's United States’ intellectual property rights and we will indemnify you from and against any damages, judgments, settlements, interest, fines, penalties, fines, or awards (including reasonable attorneys’ fees) resulting from such Claim. If CAMPAIGN HQ receives information about such a Claim, we may in our discretion and at no cost to you: (a) procure for you the right to continue to use the affected Platforms under this Agreement, (b) modify or replace the allegedly infringing Platforms so that it no longer infringes but remains functionally equivalent, or (c) terminate the allegedly infringing Platforms and refund the Fees paid in respect of such Platforms for the remainder of the relevant Subscription Term starting with the date Customer lost use of the Platforms due to the Claim. The above indemnification obligation does not apply if you: (x) use of the Platforms in combination with data, software, applications, hardware, equipment, products, services, or other technology where the Platforms would not by themselves, and without modification, be infringing or (y) fail to use the Platforms in accordance with the then-applicable Documentation. THIS SECTION SETS FORTH CUSTOMER INDEMNITEE’S SOLE AND EXCLUSIVE REMEDY AND NGP VAN’S SOLE LIABILITY AND ENTIRE OBLIGATION FOR ANY CLAIM ALLEGING THAT THE PLATFORMS INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

5.3 Customer Indemnification. Customer will defend CAMPAIGN HQ and its officers, directors, employees, successors, and assigns (each, an “CAMPAIGN HQ Indemnitee”) against a Claim (other than a Claim brought by an Affiliate of an CAMPAIGN HQ Indemnitee) (an “CAMPAIGN HQ Indemnity Claim”) arising out of or relating to any Customer Data or Customer Materials used in connection with the Solutions and you will indemnify us from and against any damages, judgments, settlements, interest, fines, penalties, fines, or awards (including reasonable attorneys’ fees) resulting from such Claim.

6. DISCLAIMERS; LIMITATION OF LIABILITY.

6.1 Third-Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE.

6.2 Disclaimer of Warranties. EXCEPT PROVIDED ELSEWHERE IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SOLUTIONS FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SOLUTIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SOLUTIONS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

6.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES BE LIABLE FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, (b) IMPAIRMENT, INABILITY TO USE, OR INTERRUPTION OR DELAY OF THE SOLUTIONS, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS, OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER.

6.4 Limitation of Liability and Damages.

6.4.1 General and Previews Claims. EXCEPT AS TO THE EXCLUDED CLAIMS, AND SUBJECT TO SECTION 6.5 BELOW, IF WE OR OUR AFFILIATES ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES, OR ANY THIRD PARTY (TO INCLUDE USERS OF THE SOLUTIONS), YOU AND US AGREE THAT OUR AND OUR AFFILIATES AGGREGATE AND TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SOLUTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM (“GENERAL LIABILITY CAP”); PROVIDED HOWEVER, THE GENERAL LIABILITY CAP WILL NOT APPLY TO YOU IF YOU ONLY USE THE PREVIEWS, AND IN THIS CASE, IF WE OR OUR AFFILIATES ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY (TO INCLUDE ANY USERS) ARISING FROM THE USE OF THE PREVIEWS, THEN OUR AND OUR AFFILIATES AGGREGATE AND TOTAL LIABILITY WILL BE LIMITED TO ONE THOUSAND AND 00/100 (USD)(“PREVIEWS CAP”).

6.4.2 Data Protection Claims. IF WE OR OUR AFFILIATES ARE DETERMINED TO HAVE ANY LIABILITY TO YOU, YOUR AFFILIATES, OR ANY THIRD PARTY (TO INCLUDE USERS OF THE SOLUTIONS), YOU AND US AGREE THAT OUR AND OUR AFFILIATES TOTAL LIABILITY FOR ALL DATA PROTECTION CLAIMS IN THE AGGREGATE (FOR DAMAGES OR LIABILITY OF ANY TYPE) ARISING OUT OF OR RELATED TO ANY DATA PROTECTION CLAIMS WILL BE LIMITED TO A SUM EQUAL TO TWO TIMES (2X) THE GENERAL LIABILITY CAP (“DATA PROTECTION CLAIMS CAP”).

6.4.3 Applicability. YOU ACKNOWLEDGE AND AGREE THAT: (A) THIS SECTION 6.4 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; (B) THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS AGREEMENT (INCLUDING SECTION 6.4) (I) WILL APPLY EVEN IF A NON-BREACHING PARTY'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE; (II) WERE RELIED ON BY THE PARTIES IN ENTERING INTO THIS AGREEMENT; (III) REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND (IV) FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES; (C) (I) THE CAPS WILL NOT BE CUMULATIVE; (II) IN NO EVENT WILL OUR (OR OUR AFFILIATES) BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE DATA PROTECTION CLAIMS CAP; AND (III) IF YOU (AND/OR YOUR AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO EACH OF THOSE CAPS, THE MAXIMUM TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE DATA PROTECTION CLAIMS CAP; AND (D) THE APPLICABLE MONETARY CAPS SET FORTH IN THIS SECTION 6.4 WILL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS.

7. MISCELLANEOUS.

7.1 Amendment. Unless you have a separately negotiated and signed agreement stating otherwise, we may modify this Agreement by posting a revised version at https://www.Campaign HQ.com/termsofservice and such revised version will become effective as to your use of the Solutions as of the next business day following its posting. Prior to such posting, we will provide you with notice of any material revision by contacting your designated administrator(s) at the contact information provided in the Platform. If you do not agree with a material modification to this Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at https://www.Campaign HQ.com/termsofservice will apply. However, if we can no longer reasonably provide the Solutions to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Solutions will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Solutions after termination.

7.2 Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving, including any time of the essence provisions as to a party’s obligations. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
7.3 Interpretation; Entire Agreement. The parties intend that the construing of this Agreement is without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument. This Agreement constitutes the sole and entire agreement of the parties, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any conflict or inconsistency between the statements made in the body of this Agreement or an Order Form, unless such inconsistency is expressly acknowledged as intended in a document, the following order of precedence governs: (a) first, this Agreement, and (b) second, the Order Form (but only as to that order).

7.4 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify this Agreement so as to give effect to the original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

7.5 Electronic Signatures. Each party intends and agrees that the electronic signatures, whether digital or encrypted, of the parties included in an Order Form will authenticate this Agreement and Order Form and will have the same force and effect as manual signatures. An electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

7.6 Relationship of the Parties. The relationship between you and us is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither you nor us will have authority to contract for or bind the other party in any manner whatsoever.

7.7 No Third-Party Beneficiaries. Neither you nor we confer any right or remedy upon any party other than the parties to this Agreement and their respective successors and permitted assigns. However, our respective “indemnitees” as defined in Section 5 are intended as third-party beneficiaries solely to extent of having the right to enforce any indemnity rights they may have under Section 5.

7.8 Efforts. We will exercise reasonable efforts in meeting our obligations under this Agreement and in providing the Solutions. For purposes of meeting our obligations, reasonable efforts will mean the undertaking of ordinary and reasonable measures that a prudent business under similar circumstances desiring to provide equivalent products and services would use to provide such products and services knowing that such exercise of such efforts does not guarantee achieving the particular result. Such reasonable efforts do not require us to take every conceivable measure or to take any measures that sacrifice our own economic and business interests (e.g., incur substantial losses to perform, insolvency) or suffer any unreasonable and disproportionate detriment to our expected benefits under this Agreement.

7.9 Notices. All notices, requests, claims, demands, waivers, and other communications to a party (each, a “Notice”) must be in writing, addressed to the intended recipient at the address set forth on the most recent Order Form, and sent by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage pre-paid).
7.10 Force Majeure. In no event will we be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing our obligations under this Agreement, if and to the extent such failure or delay is caused by any of the following events (each a “Force Majeure Event”): flood, fire, earthquake, explosion, pandemic, war, terrorism, cyber terrorism or other comparable criminal or willful acts (including third-party hackers or other third-party malicious acts), invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, our suppliers failure to supply necessary goods or services to us, passage of applicable law, any action taken by a government authority or other public authority (such as imposing an embargo), or international, national, or regional shortage of adequate power, telecommunications capacity, or transportation. In allocating the risk of delay or failure of performance of a party’s respective obligations under this Agreement, the parties have not considered the possible occurrence of any of the events listed herein or any similar or dissimilar events beyond their control, irrespective of whether such listed, similar or dissimilar events were foreseeable as of the date of this Agreement.

7.11 Assignment and Delegation. Neither party will assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, we may assign our rights or delegate our obligations, in whole or in part and without such consent, to an entity that acquires all or substantially all of our business or assets, whether by merger, reorganization, acquisition, sale, or otherwise. Any assignment or delegation in violation of this Section 7.11 will be invalid. No assignmentor delegation will relieve the assigning or delegating party of any of its obligations hereunder unless the non-assigning or non-delegating party agree to a novation releasing the assigning or delegating party of its obligation under this Agreement.

7.12 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any Action arising out of or related to this Agreement or its subject matter will be instituted exclusively in the federal courts of the United States or the courts of Franklin County Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE TERMS OR THE TRANSACTIONS CONTEMPLATED THEREIN.

7.13 Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

7.14 Actions Permitted. Except for actions for nonpayment of Fees or breach of a party’s proprietary rights, no action, regardless of form, arising directly or indirectly out of this Agreement may be brought by either party more than one (1) year after the cause of action accrued.

7.15 Dispute Resolution. Each party agrees that before it seeks any form of legal relief (except for a provisional remedy as explicitly set forth below) it will provide written notice to the other party of the specific issue(s) in dispute (and reference the relevant provisions of this Agreement at issue). Within thirty (30) days after such notice, knowledgeable executives of the parties shall hold at least one meeting (in person or by video- or tele-conference) for the purpose of attempting in good faith, to resolve the dispute. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct these dispute resolution procedures or unless otherwise required by law or judicial decision. The dispute resolution procedures in this Section 7.15 will not apply to claims subject to indemnification under Section 5 (Indemnification) or prior to a party seeking a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets, or Confidential Information.

7.16 Export Controls; Government Terms. Customer will not download or otherwise export or re-export the Solutions or underlying information or technology in violation of the laws and regulations of the United States or other applicable jurisdictions. We provide the Solutions, including related software and technology, for ultimate federal government end use solely in accordance with this Agreement. If you (or any of your Users) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Solutions, or any related documentation of any kind, including technical data, software, and manuals, is restricted by this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred. The Solutions were developed fully at private expense.

Our Privacy Policy and Collection of Information

The privacy policy describes Campaign HQ LLC’s. use of data on our website and mobile application. This privacy policy describes how we collect and use the data from user and the data that our user collects from our respondents via our applications

Campaign HQ LLC manages personally identifiable information. Campaign HQ LLC does not disclose any personally identifiable information in a fashion that does not conform to federal law, our client’s data handling policies, and third party terms and conditions.

Campaign HQ will share collected data with third party services for the use of their respective services provided, otherwise all data are used solely for Campaign HQ use only.

Personal Information

The following information will be collected by Campaign HQ

Name
Gender
Address
Birth date
Phone numbers
Email
Voting Propensity and Intensity

The above use of information is collected for:

Data analytics for research purposes
Contacts for future surveys
User experience (in cases where collaboration with geolocation information collected from mobile device is necessary)

Information Security and Mobile Device

Campaign HQ is serious about security, and it is our responsibility to do our best effort to keep our (and your) data safe.

SSL connection on all web services, API’s, mobile application connection
User level management to ensure the right people are accessing the right information
Using third party services that are also in compliance with security standards

Campaign HQ also uses device information such as the following for performance enhancement, user experience enhancement, and the accuracy of data collected

Device ID
Device ID is collected and stored for logs, security, and device ID dependent function.
Device location
Location information are collected to enhance user experience, maintain application required functionality, and maintaining the accuracy of data collected.
User internet IP address
IP address is collected and stored for security, server logs for possible problems tracking and location purposes.

Campaign HQ mobile application will request the following hardware permission:

Device storage
Temporary storage to provide performance enhancement and continuous operation of the application
Device Camera
Access to Camera and Photo album is for sharing to external social media on user’s own discretion.
Images taken by the application are not collected, stored by Campaign HQ.
Device Phone
Access for enhanced user experience and enhanced accessibility
Conversations and voice are not collected or stored by Campaign HQLLC.
Device Microphone
Microphone functionality enable for voice application.
Conversations are not recorded or stored by Campaign HQ

Changes and updates on Privacy Policy

This privacy policy will be updated from time to time to maintain the best possible privacy standards. Campaign HQ privacy policy may change without notice and is effective immediately after published on Campaign HQ’s official website.