PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY BEFORE USING ANY OF THE SERVICES AVAILABLE AT CAMPAIGNMONITOR.COM (the “Site”) OR OFFERED BY OR ON BEHALF OF CAMPAIGN MONITOR PTY LTD OR ITS AFFILIATES. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES.

This Terms of Use Agreement (the "Agreement", as modified from time to time in accordance with the terms of this Agreement) is a legal agreement between You (“Customer”, “You”, “Your”) and Campaign Monitor Pty Ltd. (“Campaign Monitor” or “Company”) (each a “party” and collectively the “parties”) and defines the terms and conditions under which You are allowed to use the Services (as defined below).

This Agreement takes effect on the earliest of You: 1) creating an account for use of the Services while being presented a link to this Agreement; 2) executing or electronically accepting an Ordering Document referencing this Agreement; or 3) using the Services (the earliest of the foregoing being the “Effective Date”). If You enter into this Agreement or acquire the Services on behalf of an entity, You represent and warrant that You have the authority to accept this Agreement on the entity's behalf.

In order to use the Services, You must:

1. be at least 18 years old;
2. complete the registration process;
3. agree to this Agreement; and
4. provide true, complete, and up to date contact information.

By using the Services, You represent and warrant that You meet all the requirements listed above. Company may refuse to provide You with the Services, suspend or close Your account, and change eligibility requirements at any time in accordance with the terms of this Agreement.

1. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following definitions will apply to capitalized words in this Agreement:
   1. “Affiliate” of a party means any entity that directly or indirectly controls, is controlled by, or is under common control of that party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the entity or the right to receive more than 50% of the profits or earning of the entity.
   2. “API Connector/Integration” means any Web-based, on-demand and/or downloadable software that permits the connection and/or interoperation of a third party service/application with the Services.
   3. “Beta Features” mean services and/or features available to Users for use which are still in their beta stage and have not been fully tested.
   4. “Customer’s Account” means the Web-based account provided by Company to Customer that enables Users to use the Subscription Services which is accessible to Users via usernames and passwords created and/or assigned by Customer.
   5. “Customer Content” means, excluding the Services, any and all information, data, text, software, photographs, graphics, video, messages, tags and/or other materials and content, that Users post, upload, share, submit, store or otherwise provide or make available through or using the Services.
   6. “Custom Works” means, any custom designs, projects, or other works, including Deliverables, created by Company for, or on behalf of, Customer by Company; provided Custom Works specifically exclude the Services, Generic Tools, and any Pre-Existing IP.
   7. “Deliverables” means any outputs specifically defined in an SOW and characterized as “Deliverables” that will be provided by Company to Customer, provided Deliverables expressly exclude the Services and any Pre-Existing IP.
   8. “Generic Tools” means coding, programming techniques, designing techniques, architecture, trade secrets, methodology, APIs, functions, applications, knowledge, experience, skills, templates, other know-how and related Intellectual Property Company uses to provide the Services.
   9. “Intellectual Property Rights” means any and all patents, inventions, copyrights, moral rights, trademarks, domain names, trade secrets, know-how, software, and any other form of intellectual property and/or proprietary rights recognized in any jurisdiction whether existing now or acquired hereafter including any application or right to apply for registration of any of these rights.
   10. “Law(s)” means any and all applicable laws, regulations, statutes, rules, orders and other requirements of any governmental authority, including, but not limited to, where applicable, the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (the, “General Data Protection Regulation” or “GDPR") and the Data Protection Act 2018 (“UK DPA”). Where relevant to the Customer’s or User’s obligations, when assessing “applicability”, Customer and User shall take into account the Governing Law in this Agreement and the Laws relating to both the jurisdiction where User is using the Services and the jurisdiction where the Contact resides.
   11. “Order Term” means the period specified in an Ordering Document (including any renewals of the same) during which Users will have access to the Services.
   12. “Ordering Document” means any form provided by Company (including an electronic form or SOW), either executed by the parties or agreed to by the Customer via the Site, that sets out the commercial terms of Customer’s purchase of the Services. All Ordering Documents will be deemed to incorporate, and will be subject to and governed by, this Agreement.
   13. “Pre-existing IP” means any Intellectual Property Rights in materials and/or information (including, but not limited to, algorithms, methods, forms, software, software components in source or object code form) that is owned by, licensed to, or in the possession of Company either: 1) on or prior to the creation of the Custom Work; or 2) after the commencement of the Custom Work but not specifically created as a part of the Custom Work, including any enhancements, improvements, and modifications to any of the foregoing in 1) or 2), whether created prior to or after the Effective Date. Notwithstanding the foregoing, Pre-Existing IP expressly excludes the content, logos, graphics, photos, images or text of any type provided by Customer and included in Custom Works at Customer’s request.
   14. “Privacy Notice” means the Privacy Notice available at https://www.campaignmonitor.com/policies/#privacy-policy, as updated from time to time.
   15. “Professional Services” means services, other than the Software, provided by Company staff including, but not limited to, Specialized Support Services, onboarding services, support services, provision and/or creation of any Custom Works, and /or Customer-specific customizations.
   16. “Services” means the Software, Professional Services, Pre-Existing IP, Statistical Data, products, services, applications, tools and other resources provided or made available by Company or accessible at the Site (or other website(s) owned by Company), including any applicable support services, manuals, documentation and related material, and all related service names, logos, design marks, slogans, and all other material comprising the Software, Professional Services, and Pre-Existing IP, but excluding any Customer Content and Custom Works.
   17. “Software” means the Subscription Services, Site, and any software provided by Company and/or its Subcontractors, including, but not limited to, software development kits, other software code supplied by Company to Customer that allows for integration of the Services into Customer’s websites or mobile applications, and any related updates or modifications provided by Company from time to time.
   18. “Specialized Support Services” means (i) projects involving excessive or non-standard involvement by Company staff as determined by Company in its sole discretion; and/or (ii) projects requiring functionality that is not available via the User interface.
   19. “Statement of Work” or “SOW” means a document entitled “SOW” or “Statement of Work” that: 1) expressly incorporates this Agreement; 2) is issued or provided by Company; and 3) executed by the parties.
   20. “Statistical Data” means aggregated and anonymized statistical and performance information based on and/or related to Customer’s use of the Services, which does not contain any personally identifying information and is compiled using a sample size large enough to ensure the underlying data cannot be attributed to Customer.
   21. “Sub-Account” means an account within Customer’s Account.
   22. “Subcontractor” means a service provider engaged by Company that provides a part of the Services.
   23. “Subscriber” or “Contact” (used interchangeably in this Agreement and the incorporated documents) means, other than Users, any identified or identifiable natural person: 1) whose information is stored, transmitted, or otherwise ‘processed’ (as defined by the GDPR) via the Services by Customer; and/or 2) to whom Customer sends, transmits, or otherwise engages with via the Services.
   24. “Subscription Plan” means the subscription type (including applicable volume limits) chosen by the Customer on an Ordering Document which sets out the base set of Services ordered by the Customer. Different Subscription Plans have different Services associated with them.
   25. “Subscription Service” means the web-based application(s) available to the Customer via the Site.
   26. “Third Party Services” means any software, products, tools, applications, or services that may be used in connection with the Services that are not owned by Company or its Affiliates.
   27. “User” means any person, other than Company employees or agents engaged in providing Professional Services to Customer, accessing and/or using the Services through Customer’s Account (including through a Sub-Account).
2. AGREEMENT STRUCTURE
   1. Other Incorporated Documents. This Agreement, together with its incorporated documents and any Ordering Documents and/or SOWs referencing this Agreement, constitutes the entire agreement between Customer and Company regarding the Services and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, concerning its subject matter and governs Company’s provision of and Customer’s receipt of the Services. Each Ordering Document hereby incorporates the Acceptable Use Policy available at https://www.campaignmonitor.com/policies/#acceptable-use-policy extant upon the start date of such Ordering Document (hereinafter, “AUP”).
   2. Order of Precedence. In the event of any conflict between the terms of this Agreement and the other incorporated documents, the conflict will be resolved in favor of the Agreement unless: 1) the conflicting term is expressly stated to vary the conflicting provision of the Agreement; 2) the Agreement specifically provides that another document may vary the applicable term of the Agreement; or 3) the parties expressly agree in writing otherwise.
   3. Agreement Modifications. This Agreement was last modified on the date listed at the end of this Agreement (“Last Modified Date”). Company may make modifications to this Agreement by posting a revised Agreement on the Site and/or by sending an email to the last email address provided by Customer to Company. Customer acknowledges and agrees that use of the Services by Customer after the Last Modified Date constitutes Customer’s acceptance of the modified terms, that such modified terms will become effective on the Last Modified Date, and that it is Customer’s responsibility to check this website regularly for modifications to this Agreement. Any term or condition in any purchase order or other document provided by Customer to Company will be null, void, and of no legal force or effect unless it is made pursuant to an amendment to this Agreement and signed by an authorized representative of the Company.
3. SERVICES
   1. Access. On or as soon as reasonably practicable after the Effective Date and subject to Customer’s payment of the fees set forth in the Ordering Document, Company will provide Customer with access to Software ordered pursuant to such Ordering Document.
   2. Prerequisite to Use of Software. Customer is responsible for obtaining all hardware, software and services necessary to access the Software.
   3. Right to Access and Use Software. Subject to the terms and conditions of this Agreement, Company grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Software ordered pursuant to an Ordering Document during the Order Term, solely for Customer’s internal business purposes (unless otherwise expressly agreed by Company) and in accordance with the limitations (if any) set forth in the Ordering Document, the AUP and this Agreement. This Agreement is not intended to nor does it provide any license rights to the Software. Company is not obligated to provide, and Customer acquires no right of any kind with respect to, any source code for the Software.
   4. Restrictions. Except as otherwise expressly permitted by this Agreement, Customer is not authorized to resell, assign, sublicense, transfer, pledge, lease, rent, copy, modify, re-package (unless otherwise expressly agreed by Company), reverse-engineer or disassemble the Services or share its rights under this Agreement. Customer’s use of the Services confers no title or ownership in the Services and is not a sale of any rights in the Services. All ownership rights to the Services remain in Company or its third party suppliers, as applicable.
   5. Modification of the Services. Subject to Section 11.D, Company, in its sole discretion, reserves the right to modify the Services, or any features of the Services at any time and for any purpose, including but not limited to, improving performance or quality, correcting errors, or maintaining competitiveness. Such modifications, when delivered, shall become part of the Services and shall be subject to all of the terms of this Agreement.
   6. Beta Features. From time to time, Company may make Beta Features available to Customer. Customer may choose to use such Beta Features in Customer’s sole discretion. Company may modify or discontinue Beta Features at any time in Company’s sole discretion. Customer understands and agrees that Company may never make Beta Features generally available. Company will have no liability for any harm or damage arising out of or in connection with a Beta Feature, including, without limitation, Customer’s access thereto or use thereof.
   7. Free Trials. Company may make some or all of the Services available on a limited, non-exclusive, non-transferable, revocable, free trial basis for evaluation purposes only. COMPANY MAY TERMINATE FREE TRIAL ACCOUNTS OR ANY FEATURES OF THE SERVICES OFFERED PURSUANT TO A FREE TRIAL AT ANY TIME IN COMPANY’S SOLE DISCRETION WITH NO OBLIGATIONS TO CUSTOMER OR THE USER OF SUCH ACCOUNT.
   8. Professional Services Terms.
      1. Requesting Professional Services. Only named Users in Customer's Account (a User using an email with their name), may request Professional Services. No generic or role-based email aliases may be used to request Professional Services. If an individual using a named User's credentials requests Professional Services, Company shall treat that individual as the named User and provide them with Professional Services. Specialized Support Services are only available to Customers with: 1) a minimum of Twelve Thousand Dollars ($12,000) in annual spend with Company, or 2) a mutually executed Ordering Document with Company with a minimum term length of 12-months. Specialized Support Services will always require, at minimum: a) an email from the Company with a description of the Specialized Support Services to be provided to Customer; and subsequently, b) an email from the Customer confirming the Specialized Support Services.
      2. Customer Cooperation. Customer acknowledges that its timely provision of responses, assistance, cooperation, complete and accurate information and data from its officers, agents, and employees, and suitably configured computer products (collectively, “Cooperation”) are essential to the performance of any Professional Services, and that Company will not be liable for any deficiency in performing Professional Services if such deficiency results from Customer’s failure to provide full Cooperation.
      3. Custom Works. In the course of providing the Professional Services, Company may create Custom Works for Customer. Other than any Pre-Existing IP incorporated, embedded, or integrated into the Custom Works, Customer owns all right title and interest in the Custom Works. Company hereby grants to Customer a worldwide, non-exclusive license to use the Pre-Existing IP solely in conjunction with, and to the extent incorporated in an unmodified version of the Custom Works. Customer shall not, and shall not allow any employee or third party to copy, reverse-engineer, modify, improve, create derivative works of or use the Pre-Existing IP in any way outside of the Custom Works as delivered by Company to Customer. In the event that any Customer employee or third party on Customer’s behalf or at Customer’s request or direction modifies, improves or creates derivative works of the Pre-Existing IP, whether or not in violation of this Agreement, Customer shall cause all right, title and interest in and to such modifications, improvements and/or derivative works to be assigned to Company and will sign (or cause to be signed) all further documents necessary to effect such assignment.
      4. Generic Tools. Company may use its Generic Tools when providing the Services to Customer. Company and/or its Subcontractors own all rights, title, and interests in and to such Generic Tools. For clarity, any API Connector/Integrations built by, for, or on behalf Company are hereby expressly considered Generic Tools and at no point will any API Connector/Integrations be considered Custom Works or Deliverables.
      5. Customer Definition of Requirements. Where Customer engages Company to provide any Custom Works, Customer represents and warrants that Custom Works, as developed in accordance with the instructions and requests of Customer, do not infringe the Intellectual Property Rights or any other rights of any third party. Customer is solely responsible for review of any Custom Works to ensure they do not violate or infringe a third party’s privacy rights, Intellectual Property Rights, or any other rights. Customer acknowledges and agrees that the provision of the Professional Services does not constitute any assumption of risk related to the Custom Works by Company.
      6. Expenses. Customer shall pay for all travel expenses, fees, and out of pocket expenses incurred by Company in providing the Services, provided that Customer approves such expenses in advance in writing.
   9. Reselling the Services.
      1. Permission to Resell. Company may, in its absolute discretion and subject to the terms and conditions of this Agreement, allow Customer to resell the Services to Customer’s end clients (“End Clients”), which may be on a “white-label” basis if Customer uses the “Creative Agency” (or reseller) version of the Services. Notwithstanding anything to the contrary herein, Company may, in its sole discretion, revoke Customer’s permission to resell the Services at any time.
      2. End Client Payment Terms.
         1. For Payments to Customer. If Customer elects to have the End Client pay fees to Customer, Customer may determine, at its discretion, the fees to be charged to End Client for the Services and for any related services (such as account setup, creation of templates, etc.); provided, Customer agrees to pay to Company the standard fees Company charges for the applicable Services, irrespective of the fees Customer charges to its End Client. Customer agrees that End Client’s failure to pay fees to Customer shall have no bearing on Customer’s obligation to pay Company its standard fees for End Client’s use of the Services. Customer acknowledges and agrees that Customer bears all risk of nonpayment by End Clients and is solely responsible for all costs and expenses associated with collecting payment from its End Clients.
         2. For Payments Directly to Company. If Customer elects to have the End Client pay fees directly to Company, Customer agrees that Company is entitled to deduct the standard fees Company charges for the applicable Services and remit the balance to Customer only after receipt of payment by End Client. In addition, Customer acknowledges and agrees that in the event of any disputes between Customer and End Client regarding fees, Company will be the final arbitrator of any such fee-related disputes. If an End Client fails to pay Company for fees incurred by such End Client, Customer shall be responsible for payment to Company of applicable fees within 30 days of email or other written notice to Customer.
         3. Refunds to End Client. If Company is required to refund any fees to End Client for any reason, Customer shall reimburse Company the full amount that Customer received for resale to that End Client.
      3. Conditions of Resale. Customer acknowledges and agrees that Customer’s resale of the Services to End Clients is subject to the following conditions:
         1. Customer shall promptly respond to queries from End Client and provide all customer relationship management to its End Clients, including first level support services in relation to the Services.
         2. Customer shall not represent itself as an agent or employee of Company nor make any representations regarding Company, on Company’s behalf, or about any of the Services.
         3. Customer shall enter into binding contractual relationships with each End Client (“End Client Agreements”), and enforce implementation of such End Client Agreements, that:
            1. requires End Client to comply with Laws, including those related to data privacy and intellectual property;
            2. require each End Client to provide a privacy notice to their subscribers that complies with Laws and is no less onerous than Customer’s obligations to its Contacts and email recipients under this Agreement;
            3. requires the End Client to comply with terms substantially similar to the AUP, and Sections 4 (Third party Services), 6 (Intellectual Property), 7 (Confidentiality, Security, & Privacy), and 8 (Warranties) of this Agreement and further Customer acknowledges and agrees that Customer shall be liable for any failure by End Client to abide by the foregoing;
            4. are at least as protective of Company as those in this Agreement, specifically as they relate to the 7 (Confidentiality, Security & Privacy), 9 (Disclaimers), 10.A (Customer Indemnity), 11 (Limitation of Liability), 13 (General).
         4. Company shall have the right to:
            1. provide an acceptable use policy to End Clients;
            2. enforce the terms of this Agreement, including, without limitation, Company’s right to suspend or terminate access to the Service at any time, irrespective of any impact on Customer or End Clients and without liability to Customer or End Clients.
            3. audit Customer’s compliance with this Section 3.I. Customer agrees to promptly provide Company with its End Client Agreements and other documentation reasonably requested to Company.
      4. Disputes Within Customer’s Account. Customer agrees to resolve all disputes with its End Clients. In the event an End Client contacts Company for access to a Sub-Account or for retrieval of Customer Content in such Sub-Account, Company may, but is not obligated to, notify an account administrator via email and require Customer to address the End Client’s request. Customer understands and agrees that failure to timely resolve a dispute an End Client is a material breach of this Agreement.
      5. Indemnification for End Clients. Customer agrees to defend, indemnify and hold Company, its officers, directors, shareholders, successors in interest, employees, agents, subsidiaries and affiliates harmless from any claims, losses, damages, liabilities, settlements, and expenses (including, but not limited to attorney fees) by a third party related to, arising from, or connected with End Clients access and/or use of the Services.
4. THIRD PARTY SERVICES. If Customer enables, installs, connects, or provides access to any Third Party Services for use with the Services, Customer hereby:
   1. acknowledges and agrees that access to and use of such Third Party Services are governed solely by the terms and conditions of such Third Party Services, and Company does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Customer Content), any interaction between Customer and the provider of such Third Party Services, or their continued availability;
   2. permits: (i) transmission of Customer Content to such Third Party Service at Customer’s direction; and (ii) such Third Party Services to access the Customer Content at Customer’s direction;
   3. grants to Company and its Subcontractors all rights necessary to enable Company and its Subcontractors to provide the Services as it relates to any data transmitted from such Third Party Services to the Services and Customer represents and warrants that doing do so will not violate Laws or any third party's (including any provider of such Third Party Services) privacy, Intellectual Property Rights, or other rights;
   4. agrees that Company is not liable for: (i) damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access, or use of any Third Party Services, or (ii) Customer’s reliance on the privacy, data security, or other practices of such Third Party Services; and
   5. agrees to comply with reasonable requests by Company to remove any connections to or from other websites and/or applications to the Services which Customer installs.
5. PAYMENT TERMS
   1. Fees. Customer shall pay all fees specified in all Ordering Documents for the entirety of the Order Term (and any renewals thereof) in accordance with Customer’s Ordering Document. Except as otherwise specified in herein or in an Ordering Document: (a) fees are based on the Services ordered pursuant to an Ordering Document; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) quantities purchased cannot be decreased during the relevant Order Term. If Customer exceeds the limits of its Subscription Plan or Ordering Document, Company may charge Customer overage fees for such excess usage.
      1. Subscription Tier. Fees associated with each Subscription Plan are based on Customer’s Subscription Tier. Customer’s Subscription Tier at any given time is determined by the number of Subscribers in the Customer’s Subscriber lists (as determined by adding the number of Subscribers in each Subscriber list - if a Subscriber exists in multiple lists, it will be counted separately for each list in which it appears). If Customer exceeds the limits of its Subscription Tier, Company will upgrade the Customer’s account to the appropriate Subscription Tier and charge Customer the applicable fees for that Subscription Tier for the remainder of the Order Term and any renewals thereof. Customer has the sole responsibility for updating its Contacts to ensure Customer is being charged at the appropriate Subscription Tier. Customer shall not delete, bulk unsubscribe, or otherwise alter or modify Customer’s Account in order to evade billing thresholds.
      2. Subscription Plan Upgrade. If a User accesses, uses, or activates any features which are only included in a higher-priced Subscription Plan (including exceeding where Customer exceeds their email sending limits), Company may, in its absolute discretion, upgrade Customer’s account to the appropriate higher-priced Subscription Plan for the remainder of the Order Term and any renewals thereof. Customer agrees to pay fees associated with the upgraded Subscription Plan for the remainder of the Order Term, and any renewals of the Order Term. In connection with this Section, if requested by Company, Customer will execute an amendment to their Ordering Document to reflect the Subscription Plan upgrade.
   2. Late Payment. If any amount due is not received by the due date, then without limiting Company’s rights or remedies, Company may apply a late fee of 1.5% of the outstanding balance per month, or the maximum rate permitted by Law, whichever is lower, from the date such payment was due until the date paid.
   3. Taxes. All fees stated in the Ordering Document are exclusive of any applicable taxes. Taxes payable by Customer (“Customer’s Taxes”) may be added to the final price charged to Customer on Customer’s invoice. Customer shall pay Customer’s Taxes with no reduction or offset in the amounts payable to Company hereunder. Customer will, and hereby agrees to, promptly reimburse Company for any and all of Customer’s Taxes (and any applicable penalties) that Company may be required to pay in connection with this Agreement upon receipt of Company’s invoice.
   4. Fees at Renewal. Unless otherwise stated on Customer’s Ordering Document, fees for renewal terms will be set at the then-current pricing and Customer is responsible for reviewing the fees charged by Company prior to renewal. Except any fees that are designated in the applicable Ordering Document as promotional or ‘one-time’, no fee change will be effective until renewal of that Service. Upon expiration of the applicable Order Term, Customer will automatically be charged in accordance with the payment method specified on Customer’s Ordering Document for renewal unless Customer terminates its account in accordance with this Agreement.
   5. No Refunds. Except as otherwise provided in this Agreement or required by Law, Company will not provide refunds or credits for partial or unused periods of service.
   6. Disputing Charges. Any dispute to a charge on Customer’s invoice must be made in writing with specificity within 60 days after the date of the invoice that initially contained the disputed charge.
6. INTELLECTUAL PROPERTY
   1. Customer’s Property. By using the Services, submitting any Customer Content through the Services, or providing any Customer Content to Company, Customer hereby grants Company and its Subcontractors a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to process, store, modify, combine, reproduce, distribute, display, publicly perform, publicly display, host, communicate, and prepare derivative works of the Customer Content in connection with the Services for the duration of the Agreement and until such time as Customer requests deletion of the Customer Content. For clarity, the foregoing license granted to Company and its Subcontractors, does not affect Customer’s ownership or license rights in its Customer Content (excluding any Pre-Existing IP) unless otherwise agreed in writing. Customer represents and warrants that Customer has all rights to grant such licenses to Company and its Subcontractors without infringement or violation of moral rights or any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other Intellectual Property Rights.
   2. User Data. In addition, while using the Services, Customer and/or Users may provide information (such as a User’s name, contact information, and/or other registration information) to Company. Customer represents and warrants that it has complied with all Laws (including, as appropriate, with respect to providing any necessary notices and obtaining any necessary consents) to permit Company to use this information and any technical information about User’s use of the Services for the limited purposes of tailoring the user experience of the Services to the User, facilitating Users’ use of the Services, and communicating with Customer and/or a User. Further, Customer represents and warrants that it has taken necessary steps, in compliance with Law, to ensure that Company may use such information to identify and understand trends in the various interactions with Company’s Services and to conduct internal business analysis based on meta-data about usage, feature adoption and forecasting, on an anonymized, aggregated basis.
   3. Company’s Property. Customer acknowledges and agrees that all rights, title and interest in and to Services are the exclusive property of Company or its affiliates, licensors or suppliers. Unless stated otherwise, Company and its licensors retain all Intellectual Property Rights in and to the Services, including, without limitation, all logos, graphics, software, algorithms, functionality and content (other than Customer Content) included in or comprising the Services. All rights not expressly granted herein are reserved by Company.
   4. Statistical Data. Notwithstanding anything to the contrary in this Agreement, and consistent with the activities described in the Privacy Notice, Company may monitor, analyze, and compile Statistical Data. Customer agrees that Company may make such Statistical Data publicly available. Company and/or its licensors own all right, title and interest in and to the Statistical Data and all related software, technology, documentation, and content provided in connection with the Statistical Data, including all Intellectual Property Rights in the foregoing.
   5. Feedback. Customer may provide feedback, suggestions, and comments to Company regarding the Services (“Feedback”). Customer hereby grants to Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, process, store, edit, modify, aggregate, combine, reproduce, distribute, display, perform, prepare derivative works, and otherwise fully exploit such Feedback in any medium or format, whether now known or later developed.
   6. Publicity. Unless otherwise agreed by the parties in writing, Customer hereby agrees that Company may reference Customer in marketing and public relations materials, including a press release announcing Customer as a customer. Customer hereby grants Company a nonexclusive, worldwide license to use and display Customer’s trademarks, trade names and logos in connection with the foregoing.
7. CONFIDENTIALITY, SECURITY, & PRIVACY
   1. Confidential Information. The parties acknowledge that in the course of performing their obligations under this Agreement, a party receiving information (a “Recipient”) from a party disclosing information (a “Discloser”) that is either clearly marked as “confidential” or is nonpublic information that, under the circumstances surrounding the disclosure, a reasonable person would conclude should be treated as confidential (“Confidential Information”). Recipient covenants and agrees that neither it nor its agents, employees, officers, directors or representatives will disclose or cause to be disclosed any Confidential Information of the Discloser, except (a) to those employees, representatives, or contractors of the Recipient who require access to the Confidential Information to perform its obligations or exercise its rights under this Agreement and who are bound by confidentiality obligations no less strict than those set forth in this Agreement, or (b) as such disclosure may be required by Law, subject to and to the extent permitted by Law, the Recipient providing to the Discloser written notice to allow the Discloser to seek a protective order or otherwise prevent the disclosure. Notwithstanding the foregoing, nothing in this Agreement will prohibit or limit the Recipient’s use of information: (i) previously known to it without breach or obligation of confidence, (ii) independently developed by or for it without use of or access to the Discloser’s Confidential Information, (iii) acquired by it from a third party that was not under an obligation of confidence with respect to such information at the time of disclosure, or (iv) that is or becomes publicly available through no breach of this Agreement.
   2. Protection of Customer Content. Without limiting the above, Company shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Content. Company shall not modify or access the Customer Content except as required to provide the Services, prevent or address service or technical problems, at Customer’s request in connection with support matters, or as otherwise provided in this Agreement, the Privacy Notice, or in written instructions from the Customer.
   3. Login Credentials & User Passwords. User login credentials must be kept up-to-date and attributable to named individuals within Customer’s Account (generic email aliases may not be used). User login credentials cannot be shared or used by more than one User. Customer is solely responsible for keeping Customers’ and/or Users’ account name, password, and any other login credentials confidential. Customer is responsible for any and all activities that occur within Customer’s Account, whether authorized by Customer or not. Customer must notify Company immediately of any unauthorized access or use of Customer’s Account. Company will not be held responsible or liable for any losses due to lost or otherwise compromised passwords.
   4. Privacy Notice. Notwithstanding anything to the contrary in this Agreement, the Privacy Notice explains how Company handles Customer Content and other data processed by the Services. Customer agrees to publish its own privacy notice or policy that complies with Law and takes into account the processing activities it has engaged Company to provide. For more information on how personal data is handled in connection with the Services, as well as information on rights to access, correct and lodge a complaint regarding the handling of personal data, please refer to the Privacy Notice.
   5. Sensitive PII. Customer understands and acknowledges that the Services are not configured to process, receive, and/or store Sensitive PII. “Sensitive PII” means: (a) protected health information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act (“HIPAA”); (b) "nonpublic personal information" as defined under the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLBA”); (c) data on any minor under the age of thirteen that would be subject to the Children Online Privacy Protection Act (“COPPA”); (d) card holder data under the Payment Card Industry Data Security Standard; (e) personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation (the “special categories of personal data” identified in Article 9 of GDPR); or (f) social security numbers, driver’s license or state identification number or other government related identifier, financial account numbers (i.e., credit card, checking account, savings account, etc.), medical, employment, criminal records, or insurance numbers, passport numbers, or other highly sensitive personally identifiable information. As such, Customer agrees not to, and not to permit Users to, transmit, request, provide Company with access to, submit, store, or include any Sensitive PII through the Services. Customer agrees that Company may terminate this Agreement immediately, without refund, if Customer is in violation of this clause.
   6. EU Personal Data Transfer. In the event that User information or Customer Content includes the Personal Data of an EU Data Subject (as defined by the GDPR), Customer shall notify Company and the parties shall execute Company’s Data Protection Addendum (the “Data Protection Addendum”). Once executed, the Data Protection Addendum will be deemed wholly incorporated into this Agreement and will prevail over any conflicting terms in this Agreement.
8. WARRANTIES
   1. Company Warranties. Company represents and warrants that: (a) Company shall make every reasonable attempt to ensure there is no material degradation of the Services during the Order Term; and (b) Professional Services shall be performed in a professional and workmanlike manner by qualified personnel.
   2. Customer Warranties. Customer represents and warrants that it will comply with Laws applicable to the collection, use, and processing of data relating to an individual that it uploads or transmits to the Services or collects via the Services.
   3. Use of Tracking Technology. Customer acknowledges that the Services employ the use of cookies and similar tracking technologies ("Tracking Technologies"), as further described in the Privacy Notice. Accordingly, Customer represents and warrants that it has taken all necessary and appropriate steps to comply with Laws, including, if applicable, by maintaining appropriate notice and consent mechanisms (as required by Laws or as reasonably requested by Company) and industry best practice to enable Company to deploy Tracking Technologies Lawfully on, and collect data Lawfully from, the devices of Users and Contacts for the purposes described in the Privacy Notice. Customer shall promptly notify Company if Customer is unable to comply with the above obligations.
9. DISCLAIMERS
   1. No Guarantee of Results. Customer understands and acknowledges that it is not possible to guarantee that the performance of the Services will be successful in producing any specific results. In particular, Customer further acknowledges that it is not possible for Company to warrant that the Professional Services guarantee a) high deliverability; b) high engagement with Customer Content; or c) a successful marketing campaign. Customer hereby acknowledges and agrees that Company will not be liable for the failure of the performance of the Services to generate any expected or useful results.
   2. API Connector/Integration. Company does not guarantee the continued availability of any API Connector/Integrations. Company may discontinue any API Connector/Integration at any time in its sole discretion. Customer should not make purchase decisions based on the availability of any such API Connector/Integration. Customer acknowledges and agrees that Customer may be able to use the connected application to access Customer Content in Customer’s account and/or transmit data out of Customer’s account. To the extent data is transmitted out of the Services, Company is not responsible for the privacy, security or integrity of that data.
   3. Service Availability. From time to time, down-time, either scheduled or unscheduled, may occur in respect of the Services. Company will work to ensure the amount of down-time is limited. Customer acknowledges and understand that Company does not warrant that the Services will be uninterrupted or error free.
   4. Advice. From time to time, Customer may obtain advice or information from Company help or support pages, white papers, and/or Company’s employees (collectively, “Advice”). Customer acknowledges and agrees that such Advice will not be deemed to constitute financial, legal or tax advice.
   5. CUSTOMER UNDERSTANDS THAT DOWNGRADING ITS ACCOUNT MAY RESULT IN THE LOSS OF CONTENT, FEATURES, OR CAPACITY OF CUSTOMER’S ACCOUNT AND COMPANY DOES NOT ACCEPT ANY LIABILITY FOR ANY SUCH LOSSES. USE OF THE SERVICES AND ANY RELIANCE BY CUSTOMER UPON THE SERVICES, BETA FEATURES, OR ADVICE, INCLUDING ANY ACTION TAKEN BY CUSTOMER BECAUSE OF SUCH USE OR RELIANCE, IS AT CUSTOMER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY OR GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES, BETA FEATURES, AND ADVICE ARE PROVIDED “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW COMPANY DISCLAIMS ALL WARRANTIES, GUARANTEES, EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
10. INDEMNIFICATION
    1. Customer Indemnity. Customer shall defend, indemnify and hold Company, its Affiliates and their respective officers, directors, shareholders, successors in interest, employees, and agents harmless from any claims, losses, damages, liabilities, settlements, and expenses (including, but not limited to attorneys’ fees) (collectively, “Claims”) by a third party related to, arising from, or connected with: (a) Customer’s or any User’s use of the Services; (b) Customer’s or any User’s breach of the AUP or any representation or warranty made by Customer herein or therein; (c) Custom Works and/or any Customer Content (including, without limitation, Claims alleging that the Custom Works and/or the Customer Content violates or misappropriates the Intellectual Property Rights or other rights of any third party); (d) Customer’s or User’s gross negligence or intentional misconduct; (e) an allegation of defamation or invasion of privacy by Customer or any User; and/or (f) any violation of Law by Customer or any User. Notwithstanding the foregoing, Customer shall not make any admissions on behalf of Company or settle any Claim without Company’s consent.
    2. Company’s Right to Defend. Promptly upon learning of any Claim against Customer arising from or related to allegations that the Services violate or infringe a third party’s privacy or Intellectual Property Rights (a “Services Claim”), Customer shall give notice to Company of the Services Claim and immediately deliver to Company all original notices and documents (including court papers) received in connection with and/or related to the Services Claim. Company will have the exclusive right, but no obligation, to assume defense of such Services Claim at any time and at any stage. If Company assumes defense of any such Services Claim, Customer shall cooperate in the defense thereof as reasonably requested by Company. Upon assuming the defense of a Services Claim, Company may appoint any legal counsel selected by Company and settle any Services Claims on such terms and conditions that Company deems advisable. Customer agrees that upon Company’s assumption of the defense of the Services Claim: (a) Company will not be liable to Customer for any legal costs or expenses subsequently incurred by Customer in connection with the Services Claim; (b) such assumption is not an acknowledgment by Company that it is liable to indemnify Customer in respect of the Services Claim; and (c) it will not constitute a waiver by Company of any defenses it may assert against the Customer if Customer claims it is owed indemnification for such Services Claim. If, in Company’s sole opinion, any Claim related to, arising from, or connected with allegations that the Services infringe, violate or misappropriate a third party's Intellectual Property Rights may have validity, then Company may modify the Services, or any part thereof, to make them non-infringing, non-violating or non-misappropriating, as applicable, procure any necessary license, or replace the affected item with one that is substantially functionally equivalent in all material respects. If Company determines in its sole opinion that none of these alternatives are reasonably available, then Company may terminate this Agreement, Customer will discontinue all use of the allegedly infringing Services, and Company will issue Customer a pro-rata refund of any prepaid fees for such Services based on the number of months remaining in the then-current Order Term.
11. LIMITATION OF LIABILITY
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
    2. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, COMPANY OR ITS AFFILIATES IS FOUND LIABLE TO CUSTOMER FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IN NO EVENT COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDERING DOCUMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER AGREES THAT COMPANY’S LIABILITY WILL BE REDUCED BY THE EXTENT, IF ANY, TO WHICH CUSTOMER CONTRIBUTED TO THE LOSS.
    3. CUSTOMER ACKNOWLEDGES THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED IN CONNECTION WITH MAKING THE SERVICES AVAILABLE TO CUSTOMER, AND THAT, IF COMPANY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH FEES WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.
    4. Notwithstanding anything to the contrary anywhere in this Agreement or any Agreements incorporated herein, Sections 11 A and 11.B do not apply so as to limit Company’s obligation to comply with applicable consumer guarantees under the Australian Consumer Law, as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth). The liability of Company for any liability, loss, cost or damage, however caused (including by the negligence of Company), suffered or incurred by Customer because of Company’s modification of the Services or failure to comply with a consumer guarantee when providing the Services is limited to, Company (at its election): (a) resupplying that Service; or (b) paying the cost of having the Services supplied again. This Section 11.D does not apply if it is not fair or reasonable for Company to rely on it for the purposes of section 64A of the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth). Nothing in this Agreement purports to modify or exclude the conditions, warranties and undertakings, and other legal rights that Customer may have available under the Australian Consumer Law. This Section 11.D hereby expressly controls in the event of conflict with other provisions of this Agreement.
12. TERM, TERMINATION, & SURVIVAL
    1. Term. The term of this Agreement will commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, will continue to apply to all Ordering Documents for the duration of such Ordering Documents and Customer’s obligations pursuant to this Agreement will continue to apply to any use of the Services by a User. Except as otherwise specified in the applicable Ordering Document or where prohibited by applicable Law, the Ordering Document and all non-expiring items added during the course of the Order Term, will automatically renew for additional periods equal in duration to the original Order Term or one year, whichever is shorter, unless either party gives the other notice of non-renewal at least 30 days before the end of the Order Term (or, if applicable, any renewal of the Order Term). The foregoing will not apply to any SOWs, which will terminate as stated therein.
    2. Right to Suspend. Company may suspend Customer’s Account: (a) for non-payment or untimely authorization of payment; (b) at any time without notice for conduct that it believes, in its reasonable discretion, violates: i) this Agreement or other agreements or guidelines which may be associated with Customer’s use of the Services; or ii) any Laws applicable to Customer’s use of the Services. If Customer has not sent email from its account for more than one year, THE ACCOUNT AND ITS DATA MAY BE PERMANENTLY REMOVED FROM COMPANY’S DATABASE.
    3. Termination. Either party may terminate this Agreement or any individual Ordering Document as follows: (a) for cause if the other party materially breaches this Agreement or an Ordering Document and does not remedy such breach within 30 days after its receipt of written notice of such breach; or (b) immediately if the other party: (i) terminates its business activities or becomes insolvent; (ii) admits in writing to the inability to pay its debts as they mature; (iii) makes an assignment for the benefit of creditors; or (iv) becomes subject to direct control of a trustee, receiver or similar authority. Customer agrees that Company will not be liable to Customer or to any third party for termination of this Agreement or Customer’s access to the Services resulting from any violation of this Agreement by Customer or any termination pursuant to the terms of this Agreement. Company may terminate this Agreement or terminate any individual Ordering Document at any time in its sole discretion.
    4. Effect of Termination. Upon expiration or termination of this Agreement: (a) Customer’s right to use the Services will cease, and Company will have no further obligation to make the Services available to Customer; (b) except as otherwise expressly stated herein, all rights granted to Customer under this Agreement will cease; (c) Customer will pay fees for the entire Order Term under all Ordering Documents in effect prior to the termination date, less any fees already paid pursuant to such Ordering Documents; and (d) Company may delete Customer Content and/or any archived data within 30 days after the date of expiration or any termination of this Agreement. Any statutory retention requirements with respect to Customer Content remains Customer’s responsibility.
    5. Survival. The AUP and the following sections of this Agreement will survive any termination or expiration of this Agreement: 1 (Definitions), 2 (Agreement Structure), 3.D (Restrictions), 3.F (Beta Features), 3.H (Professional Services Terms), 4 (Third Party Services), 5 (Payment Terms), 6 (Intellectual Property), 7.A (Confidential Information), 7.D (Privacy Notice), 7.E (Sensitive PII), 7.F (EU Personal Data Transfer), 8.B (Customer Warranties), 8.C (Use of Tracking Technology), 9 (Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), 12.D (Effect of Termination), 12.E (Survival), and 13 (General). Termination, cancellation, or completion of an Ordering Document or this Agreement will not relieve either party of any previously accrued obligations or of any obligations which by their nature are intended to survive termination, cancellation or expiration.
13. GENERAL
    1. Interpretation. The headings in the Agreement do not affect its interpretation. References to sections are to sections of this Agreement. Any phrase introduced by the terms "including", "include" and "in particular" or any similar expression shall be construed as illustrative only and shall not limit the sense of the words preceding these terms. In this Agreement, unless the context requires otherwise: the singular includes the plural and vice versa; the masculine includes the feminine and vice versa.
    2. Force Majeure. Company will not be liable for any delays or failure in performance of any part of the Services due to any cause beyond Company's control. This includes, but is not limited to, acts of God, changes to Laws, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, and acts of hackers or third party internet service providers.
    3. Notices. Notices to Customer will be effective when Company posts them to Customer’s Account or sends them to the email address associated with Customer’s Account. Notices to Company will be effective when delivered to [email protected], with a copy to [email protected].
    4. Governing Law. The Laws of the State of New South Wales, Australia, excluding its conflict of Laws rules, will apply to any and all disputes, controversies, or claims arising out of or relating to the Services or this Agreement (“Disputes”). All legal actions in connection with a Dispute under this Agreement will be subject to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, Australia and courts of appeal from them. The United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Sales Convention 1980”) is excluded from this Agreement.
    5. Disputes. Customer and Company each agree to exclusively arbitrate any and all Disputes. Any dispute, controversy, or claim arising out of, relating to, or in connection with this contract, including any questions regarding its existence, validity, or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of arbitration shall be English.
    6. Export Control. The Services made available by Company may be subject to export control Laws of the United Kingdom, United States and other jurisdictions. Customer shall comply with all applicable export Laws, and, without limiting the generality of the foregoing: (a) Customer represents that it is not named on any United Kingdom or United States government list of persons or entities prohibited from receiving exports; (b) Customer will not export or re-export, directly or indirectly, any Services or Company Confidential Information to any countries except as permitted under the export Laws of the United Kingdom and United States; and (c) Customer shall not permit Users to access or use Services in violation of any United Kingdom or United States export embargo, prohibition or restriction.
    7. Anti-Corruption. Customer agrees that Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Company’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer hears of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Company’s Legal Department at [email protected].
    8. Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Customer, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment in violation of the foregoing shall be null and void ab initio. This Agreement and/or any right or duty under this Agreement may be transferred by Company without the consent of Customer. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
    9. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the parties. Nothing in this Agreement confers or is intended to confer any rights or remedies on any person or entity which is not a party to this Agreement.
    10. Non Solicitation. During the term of this Agreement, and for a period of one year thereafter, Customer shall not solicit for hire, on behalf of itself or any other organization, any personnel of the Company with whom Customer has had contact pursuant to the relationship established under this Agreement. If Customer violates this provision, Customer shall pay Company an amount equal to the aggregate compensation paid by Company to the solicited employee in the six months preceding Customer’s solicitation of such employee.
    11. Waivers. Any waiver by Company must be in writing and signed by an authorized representative of the Company. No waiver by a party of any breach of this Agreement by Company shall be a waiver of any preceding or succeeding breach by Company. No failure or delay by Company in enforcing any right or provision under this Agreement shall be construed as Company’s waiver of such right or provision or of any other right or provision.
    12. Severability. If any provision of this Agreement is held invalid, illegal or otherwise unenforceable, it shall be deemed modified to render it enforceable while preserving the parties’ original intent to the fullest extent, and the rights and obligations of the parties shall be construed and enforced accordingly. If the provision cannot be modified, then that provision will be deemed severed from this Agreement and all other provisions will remain in full force and effect.
    13. Electronic Signatures. This Agreement and any Ordering Document may be executed in one or more counterparts, each of which when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

Last Modified on May 25, 2021

ADVANCED SEGMENTATION TERMS

1. DEFINITIONS. In addition to terms defined elsewhere in the Agreement, the definitions below will apply to capitalized words in these Advanced Segmentation Terms. Capitalized words in these Advanced Segmentation Terms that are not otherwise defined herein shall have the meaning ascribed in the Agreement.
   1. “Agreement” means, as applicable, either the: 1) Terms of Use Agreement located at campaignmonitor.com/policies/#terms-or-use, as updated from time to time; or 2) a superseding written agreement for use of the Services executed by and between Company and Customer.
   2. "Advanced Segmentation" means the feature offering that allows Customers to create Segments within their Subscriber Lists with relative date rules.
   3. “Attribute Data” means a Subscribers stated interests, preferences, demographics, and other information about a Subscriber to be included in a Custom Field.
   4. "Behavioral Data" means data about Customer’s customers or prospects interaction with emails sent via Campaign Monitor (for example user name, postal address, e-mail address, IP address and phone number, date and time of activity).
   5. “Confirmation” means written documentation in a form and including substance reasonably satisfactory to Campaign Monitor that evidences Customer’s acceptance of the Segment Rule setup.
   6. “Custom Fields” means the extra fields added by a User to a Subscriber List that allows the User to store Attribute Data about their Subscribers.
   7. "Implementation Support” means the initial set-up of Customer’s Advanced Segmentation integrations and Segment Rules, as further clarified in Section 2 below.
   8. "Ongoing TAM Support” means the creation and ongoing management of Segment Rules. For clarity, Ongoing TAM Support will only include activities related to Advanced Segmentation features.
   9. “Process(ing)” means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
   10. “Segment” means a sub-list of Subscriber’s within a Subscriber List that meet the Subscriber Data criteria as selected by the User.
   11. “Segment Rule” means the rule structure for segmentation of data created in accordance with Customer’s instructions.
   12. “Subscriber Data” means all Attribute Data and Behavioral Data.
   13. "Technical Account Manager” or “TAM” means the dedicated Campaign Monitor account manager that will help Customer setup and manage Advanced Segmentation features and Segment Rules.
2. IMPLEMENTATION AND ONGOING SUPPORT.
   1. Customer will send the TAM a Segment creation request via email, weekly status, or standard form provided by Campaign Monitor.
   2. Once Segment Rules are created, the TAM will provide Customer with a snapshot of the Segment Rule setup.
   3. Once Customer provides Confirmation of the Segment Rule, the TAM will implement the Segment Rule.
   1. Customer acknowledges and agrees that the Advanced Segmentation feature and Segment Rules may only be set up with the support of a TAM.
   2. Account Setup. Customer shall instruct the TAM which Subscriber Lists within Customer's Campaign Monitor account Customer wishes to segment using the Advanced Segmentation feature.
   3. Segment Creation. The TAM will create and implement Segment Rules for the creation of Segments, as instructed by the Customer, in accordance with the following procedure:
3. SUBSCRIBER DATA.
   1. Duplicate Custom Fields. Customer understands and acknowledges that if the Subscriber Lists used for Advanced Segmentation features have duplicate Custom Field titles across such Subscriber Lists, then any new Attribute Data associated with the Custom Field may augment or replace the underlying data about a Subscriber included in such Subscriber Lists causing that Subscriber to be included in (or excluded from) a Segment that they would not otherwise have been included in (or excluded from). Customer agrees not to include duplicate Custom Fields across Subscriber Lists used for Advanced Segmentation unless Customer has obtained the right to augment and/or replace Attribute Data in the foregoing manner.
   2. Subscriber Data Processing. 
      1. Customer acknowledges and agrees that in order to provide the Advanced Segmentation features, Campaign Monitor will Process Subscriber Data on behalf of Customer in the manner instructed by Customer and at Customer’s direction.
      2. Customer acknowledges and agrees that Campaign Monitor cannot control the manner in which Customer obtains Attribute Data and collection and sharing of Attribute Data with Campaign Monitor is at Customer’s sole control and discretion.
      3. Customer represents and warrants that Customer has, in compliance with applicable Laws, informed all persons whose Subscriber Data is Processed (whether in anonymous or identifiable form):
         1. of the purpose for which that information was collected;
         2. that Customer may provide Subscriber Data to its vendors and/or service providers for the purposes of use in relation to the Services;
         3. that Subscriber Data may be combined with other information the Customer has on file about them; and
         4. that Subscriber Data may be processed and/or stored by Customer’s vendors and/or service providers on servers located in the United States of America.
      4. Customer further represents and warrants that Customer has, in compliance with applicable Laws, obtained the consent of all persons whose Subscriber Data is collected (whether in anonymous or identifiable form) for the Processing of their Subscriber Data by Customer's vendors and service providers for the purposes for which Customer is processing such Subscriber Data.
      5. Customer further represents and warrants that Campaign Monitor’s Processing of such Subscriber Data on behalf of Customer, as instructed by Customer, does not violate any Laws or rights of any third party, including without limitation any Intellectual Property Rights, rights of privacy, or rights of publicity.
   3. Upon request by Campaign Monitor, Customer shall have an authorized director or officer provide written certification that proper notices and consents have been obtained as required by applicable Laws.
4. AGENCY. Customer represents and warrants that if Customer is using the Agency or Reseller version of the Services, Customer will not co-mingle, will not instruct a TAM to co-mingle, and will not cause to be co-mingled, any of its End Client’s User Content, including any Subscriber Data obtained while using the Advanced Segmentation features.
5. MULTI-TEAM ACCOUNTS. Unless otherwise expressly communicated in writing to the TAM, if Customer has multiple teams set up within its account and Customer is not acting as an Agency or Reseller, Customer represents and warrants that:
   1. they have provided the legally required notices and obtained any legally required consents to share, modify, update, and append Subscriber Data among multiple team accounts; and
   2. doing so will not violate any Law or third party’s privacy, intellectual property, other other rights.
6. DISCLAIMERS. CAMPAIGN MONITOR DOES NOT GUARANTEE THAT ACCOUNT SETUP OR SEGMENT RULE SETUP IS ERROR-FREE. THE TAM SERVICES AND ANY RELIANCE BY CUSTOMER UPON THE TAM SERVICES, INCLUDING ANY ACTION TAKEN BY CUSTOMER BECAUSE OF SUCH USE OR RELIANCE, IS AT CUSTOMER’S SOLE RISK.
7. TRANSITION. Customer acknowledges and agrees that a new version of Campaign Monitor with incorporated Advanced Segmentation features may become available during Customer’s Order Term or a renewal thereof and that this new version will replace the Advanced Segmentation features made available through a TAM. Upon release of such new version, Customer hereby agrees to be transitioned to such new version for the remainder of Customer’s then-current Order Term. Customer shall have access to all features included in the current Advanced Segmentation offering except for access to a TAM. Notwithstanding the foregoing, Customers on a Premier version of Campaign Monitor will continue to have access to a Customer Success Manager who will help with reasonable transition related activities. Upon renewal, Customer will be charged fees associated with the new version of Campaign Monitor with Advanced Segmentation features unless the Parties expressly agree in writing prior to Customer’s renewal.

Last Updated March 14, 2019

PLEASE READ THIS ACCEPTABLE USE POLICY (THE “AUP”) CAREFULLY BEFORE USING ANY SERVICES PROVIDED BY COMPANY. IF YOU DO NOT ACCEPT THIS AUP, DO NOT USE THE SERVICES. YOU MAY NOT USE THE SERVICES IF YOU ARE OUR COMPETITOR.

This AUP (as modified from time to time by Company in its sole discretion) is a legal agreement between You (“Customer”, “You”, “Your”) and Campaign Monitor Pty Ltd (“Company”) and defines the terms and conditions under which You are allowed to use the Services (as defined below). This AUP forms a part of the Agreement and takes effect as soon as You begin using the Services.

By using the Services, You agree that the provision and receipt of Services are expressly conditioned on the acceptance of the terms in this AUP. If You enter into this AUP or use the Services on behalf of an entity, You represent and warrant that You have the authority to accept this AUP on the entity's behalf.

In order to use the Services, You must:

• be at least 18 years old (or the age of majority in Your state of residence, if different);
• complete the registration process;
• agree to this AUP; and
• provide true, complete, and up to date contact information to Company.

By using the Services, You represent and warrant that You meet all the requirements listed above. Company may refuse to provide You with the Services, suspend or close Your account, and change eligibility requirements at any time in accordance with the terms of this Agreement.

SECTION 1. DEFINITIONS.  In addition to terms defined elsewhere in this AUP, the definitions below will apply to capitalized words in this AUP. Capitalized words in this AUP that are not otherwise defined herein shall have the meaning ascribed in the Agreement.

A. “Agreement” means, as applicable, either the: 1) Terms of Use Agreement located at campaignmonitor.com/policies/#terms-of-use, as updated from time to time; or 2) a superseding written agreement for use of the Services executed by and between Company and Customer.

B. “Carrier Requirements” means the terms and conditions set by wireless carriers and other parties (including, without limitation, Subcontractors) that provide SMS services.

C. “Cookie Notice” means the Company’s Cookie Notice located at campaignmonitor.com/policies/#cookie-policy, as updated from time to time.

D. “Documentation” means the information provided by Company describing operation and use of the Service(s), by any means of delivery, whether at Customer’s request or otherwise, along with any other information provided to Company’s clients generally, and all such items as updated from time to time.

E. “Email Services” means Services delivered in connection with email and email-related products.

F. “Generative AI Services” means functionality included in the Services that use algorithms to produce content, including, text, imagery, audio, or computer source code.

G. “Malicious Code” means harmful or malicious code, files, scripts, agents, programs, or the like designed or intended to have, or capable of performing or facilitating, any of the following functions: disrupting, disabling, harming, corrupting, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system, database, or network (or other device on which such code is stored or installed), including but not limited to viruses, worms, time bombs, and Trojan horses.

H. “SMS Services” means, providing Services as follows: 1) designation of short codes or long codes for use with Customer’s messaging campaigns; 2) the collection of SMS messages from Customer as agreed to by the parties; or 3) the transmission of such SMS messages to Mobile Subscribers (as defined below) who either (a1) opt-in electronically to SMS Services through Customer; or (b2) are identified by Customer as individuals who have opted in to SMS Services through Customer.

SECTION 2. CUSTOMER AND USER OBLIGATIONS.

A. Customer agrees to, and where applicable, shall ensure that Users agree to:

i. keep contact information for Customer’s Account updated and promptly respond to queries from Company;

ii. use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Company promptly of any such unauthorized access or use;

iii. be responsible for ensuring that User’s computer systems, technology, or other similar items used in connection with the Services do not interfere with or disrupt the integrity or performance of the Services; and

iv. use the Services in compliance with Laws, the Agreement, and this AUP, as well as Company's then-current Anti-Spam Policy (as modified from time to time by Company in its sole direction) available at https://www.campaignmonitor.com/policies/#anti-spam

B. Security Requirements. Customer represents and warrants that while using the Services, Customer will:

i. use commercially reasonable security measures to protect any Customer Data transmitted to the Services, including, but not limited to, encrypting any Customer Data transmitted to the Services; and

ii. cooperate with Company’s reasonable investigations of service outages, security problems, and/or any suspected breach of the Services, any Ordering Documents, this AUP, and/or the Agreement or any of its incorporated documents.

C. Customer Cooperation. Customer represents and warrants that while using the Services, Customer will immediately act upon Company’s reasonable requests to remove and/or adapt Customer Data and/or Customer’s use of the Services (e.g., to avoid hindrance of the Services’ performance to other customers). Customer shall, upon request, or as needed throughout the term: 1) respond to any third-party complaints (including, but not limited to, the complaints of any Contacts or providers of any Third Party Services), 2) promptly provide any applicable information documenting the relationship Permission, source of Permission, collection method, date and time of collection, collection location or source, IP address where available, disclosure language, privacy policy in effect at the time of collection, scope of Permission, suppression status, complaint history, bounce history, and any other information reasonably requested by Company to investigate complaints, abuse reports, delivery issues, or suspected violations of this AUP, the Anti-Spam Policy, or the Agreement, and 3) otherwise reasonably cooperate in mitigating the impact of any such complaint.

SECTION 3. ACCESS LIMITS. The Services may be accessed by no more than the specified number of Users set forth in Customer’s Ordering Document (unless such Ordering Document specifies unlimited Users). User credentials and access cannot be shared or used by more than one User; provided, however, User credentials and access may be reassigned to replace former Users who no longer access the Services. Customer shall not use the Services: (a) in excess of the limitations set forth in the Documentation; and/or (b) in a manner adversely affecting the Services’ usability for Company and/or its Affiliates, including for Company and/or its Affiliates other customers.

SECTION 4. RESTRICTIONS ON USE.

A. Except where the following restrictions are prohibited by Law, Customer shall not, and shall not permit any Users or third parties to, directly or indirectly:

i.  inaccurately represent its organization or impersonate any other person or organization, whether actual or fictitious, or misrepresent the sender, origin, authorization, affiliation, purpose, or nature of any message, including through false, misleading, or deceptive names, email addresses, header information, From, Reply-To, Return-Path, subject lines, domains, subdomains, links, brand marks, authentication signals, or other message content or metadata;

ii.  access or use the Services except as permitted in the Agreement and this AUP; 

iii.  host images or content on Company servers or through the Services for any purpose other than for the purpose of using the Services as permitted in the Agreement and this AUP;

iv.  use the Services to store or transmit Malicious Code;

v.  interfere with or disrupt the integrity or performance of the Services or third party data contained therein;

vi.  use the Services in any other manner that puts an excessive burden on the bandwidth of the Services; 

vii.  attempt to gain unauthorized access to the Services or their related systems or networks by any means or methods, nor access the Services outside the scope of the Services as ordered via the applicable Order Form 

viii.  attempt to probe, scan, or test the vulnerability of the Services or perform any penetration testing against or on the Services;  

ix.  use the Services to encourage or facilitate any illegal activities; or violate any Laws, including but not limited to those related to e-commerce, infringement, defamation or privacy; or

x.  use the Services to compete with the Services or Company in any manner.

B. Intellectual Property Restrictions. Customer shall not (and shall not permit any third party to):

i.  except as expressly permitted in writing by Company, sell, resell, rent, or lease the Services or any part of the Services;

ii.  remove or alter trademark, logo, copyright, or other proprietary notices or labels from the Services; 

iii.  copy, frame or mirror any part or content of the Services, other than in connection with Customer’s permitted use of the Services for Customer’s own internal business purposes, 

iv.  create derivative works based on the Services;

v.  reverse engineer, reverse assemble, decompile, or attempt to discover or extract the source code, object code, underlying structure, or algorithms, found at or through the Services or any software, documentation, or data related to the Services; or

vi.  access the Services for the purposes of (a) building a competitive product or service; (b) copying or reproducing any features, functions or graphics of the Services; (c) monitoring the availability, performance or functionality of the Services; or (d) benchmarking or conducting any activities that are competitive with the Services or Company. No rights are granted to Customer other than as expressly set forth in the Agreement.

C. Customer Content. Customer acknowledges and agrees that Customer is responsible for the nature and content of all of the Customer Content, including but not limited to, the accuracy, quality, integrity and legality of the Customer Content and the means by which Customer and its Users acquire Customer Content. Except where the following restrictions are prohibited by Law, Customer shall not, and shall not permit any Users or third parties to, directly or indirectly, use the Services to process, store, transmit, link to, display, or solicit content:

i.  about or relating to:  individuals under 18 years of age; pornography, nudity, adult novelty items, or escort services; debt collection, credit repair, offers to make money online or work from home businesses, payday lender related content, lead generation services, affiliate or multi-level marketing, or Ponzi schemes; the selling of personal data of any kind, list brokers or list rental services; illegal goods or software (including but not limited to pirated computer programs or viruses); violence against any governments, organizations, groups, or individuals (including the use of weapons); or any other content that Company deems inappropriate in Company’s sole discretion;

ii.  except as approved by Company in writing, about or relating to: tobacco and/or related products;

iii.  that is defamatory, libelous, offensive (including hate speech, blatant expressions of bigotry, prejudice, racism, hatred, or excessive profanity), obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, false, misleading, fraudulent, or otherwise objectionable (as determined by Company in Company’s sole discretion); 

iv.  that materially violates: (1) industry standards, policies and applicable guidelines published by generally recognized industry associations; or (2) carrier guidelines and usage requirements where applicable; and/or

v.  that violates or infringes: 1) Company’s reasonable recommendations and/or instructions; 2) any Laws; and/or 3) the rights of a third party (including a third party’s privacy and/or intellectual property rights) or such third party’s applicable terms of use.

D. Sensitive PII. Customer understands and acknowledges that the Services are not configured to process, receive, and/or store Sensitive PII. “>Sensitive PII” is defined as: 1) protected health information (“PHI”), as that term is defined under the Health Insurance Portability and Accountability Act (“HIPAA”); 2) "nonpublic personal information" (‘NPI”) as defined under the Gramm-Leach-Bliley Financial Modernization Act of 1999 (“GLBA”); 3) data on any minor under the age of thirteen, including any such data that would be subject to the Children Online Privacy Protection Act (“COPPA”); 4) card holder data under the Payment Card Industry Data Security Standard; 5) personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation (the “special categories of personal data” identified in Article 9 of GDPR); or 6) social security numbers, driver’s license or state identification number or other government related identifiers, financial account numbers (i.e., credit card, checking account, savings account, etc.), medical, employment, criminal records, or insurance numbers, passport numbers, or other highly sensitive personally identifiable information. As such, Customer agrees not to, and not to permit Users to transmit, request, provide Company with access to, submit, store, or include any Sensitive PII through the Services. Customer agrees that Company may terminate this Agreement immediately, without refund, if Customer is in violation of this clause.

SECTION 5. COMPANY’S RIGHTS.

A. Monitoring. Company reserves the right to inspect and monitor Customer’s Account and Customer Content at any time, without notice, to ensure compliance with the terms of this AUP and the Agreement.  In connection with the foregoing, Customer agrees to promptly provide records and/or other information requested by Company. Company reserves the right to limit Customer’s access to Customer’s Account at any time if Company believes, in its sole discretion, that Customer or its Users have violated or may violate any terms set forth in this AUP or the Agreement. Without limiting the foregoing, Company may conduct pre-send vetting, post-send monitoring, list-source review, consent verification, suppression-list review, sender-domain review, authentication review, campaign-content review, test sends, bulk-upload review, API-use review, sending throttles, pauses, segmentation, isolation, or other controls Company determines are necessary to protect recipients, mailbox providers, Company, the Services, or Company’s sending infrastructure and reputation.

B. Disclosure. Company shall have the right to disclose communications between (i) Customer and (ii) its Contacts and other users of its Services to the extent required by Law, including, without limitation as required by legal process or court order.

C. Right to Remove, Suspend, Terminate. Company may, in its sole discretion, remove any Customer Content, suspend, or terminate Customer’s use of the Services for any actual or alleged breach of this AUP or the Agreement at any time. For clarity, removal, suspension, or termination pursuant to this clause will not terminate Customer’s obligation to pay any fees owed to Company.

SECTION 6. EMAIL SERVICES TERMS
A. Customer shall not use the Email Services to send to, upload, validate, enrich, process, or otherwise use email addresses obtained from purchased, rented, loaned, brokered, scraped, harvested, generated, programmatically collected, appended, e-pended, co-promotion, affiliate, third-party, or similar sources unless each recipient has provided valid, informed, sender-specific, channel-specific, and purpose-specific Permission to Customer as required by the Anti-Spam Policy. Customer shall not sell, buy, rent, broker, transfer, or traffic in email address lists through or in connection with the Services. Customer shall not use the Services to facilitate non-permission-based email or to circumvent Company’s Permission-based sending requirements.

B. Customer shall not use the Email Services to send unsolicited cold email using deceptive, misleading, or evasive delivery methods. Prohibited practices include, without limitation, using lookalike or misleading domains, cousin domains, rotating domains or accounts, multiple sending accounts or domains to avoid detection, false or misleading personalization, artificial engagement, mailbox warm-up or engagement-simulation schemes, rate-limit evasion, blocklist evasion, spam-filter evasion, or any other practice intended to bypass mailbox-provider controls, reputation systems, Company controls, or recipient expectations. Customer shall not make bulk or automated email appear to be individualized one-to-one communications where doing so is misleading or intended to avoid filtering, detection, or compliant handling.

C. Customer must use sending domains, subdomains, links, and sender identities that accurately identify Customer or the applicable authorized brand and must not obscure sender identity or mislead recipients, mailbox providers, security tools, or Company. Customer must maintain control over DNS records necessary to support email sending and must configure and maintain SPF, DKIM, DMARC, bounce handling, tracking domains, and other authentication or alignment controls as required by Company. Customer shall not use anonymous, misleading, lookalike, or obfuscated domain configurations in a manner that impairs abuse investigation, sender accountability, authentication, or recipient trust.

SECTION 7. SMS TERMS

A. Consent. Customer shall use SMS Services only to send SMS messages to mobile subscribers (“Mobile Subscribers”) that have consented, in accordance with Law and has Permission as defined in Company’s Anti-Spam Policy, to receive such messages and that have not opted out from receipt of such messages.  Customer agrees that it will provide verification of consent by any Mobile Subscriber or other party receiving SMS messages via the SMS Services to Company upon Company’s request.  If Customer fails to provide verification of consent, Company reserves the right to suspend the SMS Services until Customer provides such verification. If Customer fails to provide verification within thirty days of suspension, Company reserves the right to terminate Customer’s access to the SMS Services without refund.

B. Restriction on use of SMS Services. Customer agrees that it may not, and may not encourage or allow any Users to:

i.  Unless otherwise agreed by Company in writing, Customer shall not to transfer, resell, lease, license or otherwise make the SMS Services available to third parties or offer them on a standalone basis;

ii.  If Customer has purchased or is otherwise using a short code, then Customer will not change its use of that short code from the use stated in Customer’s application to the carrier for approval of the short code without first obtaining an amendment to Customer’s application or re-applying to the carrier for approval of the short code under the new use;

iii.  Use the SMS Services to access or allow access to emergency services;

iv.  Use the SMS Services in any manner that materially violates the: (a) industry standards, policies and applicable guidelines published by (i) the CTIA (Cellular Telecommunications Industry Association), (ii) the Mobile Marketing Association, or (iii) any other generally recognized industry associations; (b) carrier guidelines and usage requirements;

v.  Use the SMS Services in connection with unsolicited or harassing messages (commercial or otherwise), including unsolicited or unwanted phone calls, SMS or text messages, voice mail, or faxes;

vi.  Use the SMS Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses; and/or

vii.  Use the SMS Services in a way to evade unwanted message detection and prevention mechanisms (including, without limitation, spreading similar or identical messages across many phone numbers).

C. Customer Content. Customer shall be solely responsible for any content submitted to Company and/or transmitted through the SMS Services and delivered to Mobile Subscribers and will ensure that such Customer Content: 1) is appropriate for the Mobile Subscriber; 2) does not otherwise violate any Laws; 3) is not subject to any cause of action for defamation or invasion of privacy; and 4) is in compliance with this AUP, and the Agreement. Customer shall obtain and maintain all Intellectual Property Rights necessary to transmit any Customer Content to its Mobile Subscribers.  Company assumes and shall have no liability for any Customer Content or any SMS messages transmitted by Customer.

D. Phone Numbers and Short Codes. 

i.  Porting Phone Number(s). Company, in its sole discretion, may approve or reject any request from Customer to either port in or port out a phone number for use in connection with the SMS Services.  Customer agrees to fully cooperate with Company in making a request to port a phone number in or out of the Services, including completing any necessary forms. Customer agrees to pay any fees and/or costs associated with porting a phone number in or out of the Services.

ii.  Short Codes. Company, in its sole discretion, may approve or reject any request from Customer to use a short code in connection with the Services. If Customer is using a short code in connection with the SMS Services, Customer agrees will not change its short code use case approved by the applicable telecommunications provider and Company without Company’s prior written approval. Customer agrees to pay any fees or costs associated with applying for, or using, a short code in connection with the Services.

iii.  Withdrawal of Phone Numbers. Company may change the phone number(s) or short code(s) associated with Customer’s account at any time.

E. Identification and Opt Outs.

i.  Identification. Each message must identify the Customer (the person who obtained the consent) except in follow-up messages of an on-going conversation.

ii.  Opt Outs. In addition to any obligations pursuant to Laws, the initial message that you send to a Mobile Subscriber must include opt out instructions as approved by Company (e.g., “Reply STOP to unsubscribe”).

F. Compliance

i.  Carrier Requirements. Customer acknowledges that transmission of SMS messages is subject to Carrier Requirements and that the Carrier Requirements are subject to change. Customer agrees to comply with any Carrier Requirements. Customer acknowledges and agrees that each carrier reserves the right to suspend SMS Services for any Customer and/or User at any time. Any such suspension of the SMS Services shall not result in any liability to Company nor alleviate Customer’s obligation to pay the fees to Company for the full Order Term.

ii.  Compliance with Laws. SMS Services are subject to various Laws depending on the nature of Customer’s text messaging campaign, the location from where Customer is sending text messages, and the location of the Mobile Subscriber. Customer agrees to comply with all Laws and industry standards related to its use of the SMS Services, including without limitation, Laws and standards which require specific information be included wherever the short code or long code is advertised, or where individuals are invited to sign up for short code or long code messages. Customer should consult with its legal counsel to ensure that its text messaging campaign conforms to all Laws.

iii.  Disclosure. In addition to any obligations under this AUP and the Agreement, Customer warrants that it will comply with all applicable privacy requirements concerning communications using the SMS Service between (i) Customer and (ii) its Mobile Subscribers and other users of its services, including without limitation Customer’s privacy policy, to the extent such policy places greater limitations on use of Mobile Subscribers’ data than Law.

SECTION 8. GENERATIVE AI TERMS.

A. Generating Content. When Customer uses Generative AI Services, Customer may be asked to input or upload material, such as an audio file, video file, document, image, or a text prompt (collectively “Input”). The Input will be used by the Generative AI Services to generate an output, such as an image, text, text effects, vector graphic, audio file, or video file, which will be displayed within the Services and Software (“Output”). The Input and Output are Customer Content and all provisions governing Customer Content in the Agreement apply to the Input and Output. The Generative AI Services, Input, and Output must be used in accordance with this AUP.

B. Customer Content. Customer shall be solely responsible for any content created using the Generative AI Services and will ensure that any such Customer Content: a) is accurate and appropriate for Customer’s use; b) does not otherwise violate any Laws; c) is not subject to any cause of action for defamation or invasion of privacy; and d) is in compliance with this AUP, and the Agreement. Customer shall obtain, maintain, and be fully responsible for any and all Intellectual Property Rights necessary to transmit any Customer Content to its Subscribers. Company assumes and shall have no liability for Customer’s use of Generative AI Services.

C. Personal Data. Customer is prohibited from inputting or uploading any personal data (any information that identifies an individual (directly or indirectly)) into the Generative AI Services.

D. Output.

i. Customer Responsibilities. Customer is solely responsible for the creation and use of any Output. Company disclaims all warranties, express or implied, regarding the Output, including any warranties that the Output will not violate the rights of a third party or any applicable law.

ii. AI-Assisted Messaging Abuse. Customer shall not use, and shall not permit any Users or third parties to use, the Generative AI Services to create, generate, personalize, optimize, test, scale, automate, or facilitate unsolicited, non-permission-based, deceptive, misleading, or abusive email or other electronic messages. Without limiting the foregoing, Customer shall not use the Generative AI Services to make bulk, automated, or non-permission-based messages appear to be individualized, one-to-one communications; to generate false or misleading personalization; to obscure the sender, origin, purpose, or commercial nature of a message; or to evade mailbox-provider filtering, rate limits, reputation systems, complaint handling, suppression controls, unsubscribe requirements, Company monitoring, or any other Company, provider, or industry anti-abuse controls. Any Customer Content or Output created using Generative AI Services remains subject to this AUP, the Anti-Spam Policy, the Agreement, applicable Laws, and any applicable industry standards or provider requirements.

E. Disclaimers. Customer may choose to use Generative AI Services at Customer's sole discretion. Company will have no liability or indemnification obligations for any harm or damage arising out of or in connection with Generative AI Services, including Customer’s access thereto or use thereof.

F. Suitability of Output. The Output may not be unique and other users of the Generative AI Services may generate the same or similar Output.

Last Updated on August 13, 2026

By applying for the Campaign Monitor Referral Partner Program (the “Program”), you are agreeing to be bound by this Campaign Monitor  Referral Partner Program Agreement (the “Partner Program Agreement”). This Partner Program Agreement is entered into by you on behalf of your company (“Referral Partner”) and (ii) Campaign Monitor Pty Ltd. ( “Company”). By completing a program registration or application process, you acknowledge that Referral Partner has reviewed and accepts all of the terms of this Partner Program Agreement and that you are duly authorized to act on behalf of Referral Partner to bind it to this Partner Program Agreement.

The Parties agree as follows:

1. Definitions. In addition to terms defined elsewhere in this Partner Program Agreement, the following definitions will apply to capitalized words in this Partner Program Agreement:
   1. “Affiliate” of a Party means any entity that directly or indirectly controls, is controlled by, or is under common control of that Party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the entity or the right to receive more than 50% of the profits or earning of the entity.
   2. “Company Property” means Products and Materials.
   3. “Confidential Information” has the meaning set forth in Section 5.
   4. “Disclosing Party” has the meaning set forth in Section 5.
   5. “Feedback” has the meaning set forth in Section 6.
   6. “Materials” means any of Company’s sales and marketing materials, instructions, directions, and/or documentation (including any trademarks, trade names, service marks and logos included in the foregoing), as modified by Company from time to time.
   7. “Party” refers to either Company or Referral Partner and “Parties” collectively refers to Company and Referral Partner.
   8. “Partner Manager” means the third party company that manages the Program and directed Referral Partner to this Partner Program Agreement.
   9. “Partner Manager Platform” means Payment Manager’s online or app-based dashboard.
   10. “Privacy Notice” means the Privacy Notice available at https://www.campaignmonitor.com/policies/#privacy-policy, as updated from time to time.
   11. “Product” or “Products” means the software as a service product offered by Company.
   12. “Program” has the meaning set forth in the preamble to this Partner Program Agreement.
   13. “Prospect” means new prospective customers that Referral Partner may, from time to time, refer to Company.
   14. “Purchase” means a customer order form for the Products executed during the Referral Period by and between Company and the Sales Qualified Lead with a minimum 12-month contract term.
   15. “Receiving Party” has the meaning set forth in Section 5.
   16. “Sales Qualified Lead” means a prospect for the Product: (i) that is not a current customer or prospect of Company, or a known prospect, partner, or customer thereof, (ii) that provides Company their contact information via Company’s website after being referred to Company from Referral Partner; (ii) that Company, in its sole discretion, determines is a legitimate prospect to purchase the Products and (iv) subject to any additional limitations described on the Partner Manager Platform.
   17. “Referral Fee” means the fee that Referral Partner is eligible to receive subject to Section 4 (Payment of Referral Fees).
   18. “Referral Period” means the six month period after Company’s acceptance of the  Sales Qualified Lead in accordance with this Partner Program Agreement.
2. Referral Program. Company is in the business of offering an email marketing platform to businesses. Referral Partner is in a position to refer prospective customers to Company. This Partner Program Agreement provides the terms and conditions under which Referral Partner may refer Prospects to Company from time to time, on a non-exclusive basis,  as part of the Program.  Company will pay Referral Partner a Referral Fee as stated on the Partner Manager Platform. Approval and acceptance of any Prospect will be at Company’s sole discretion, and Company may reject any Prospect for any reason or for no reason.
3. Promotion, Referral Activities.  Referral Partner shall use commercially reasonable efforts to promote and market the Products by referring prospective customers to Company.  In furtherance of Referral Partner’s efforts to promote Company, Referral Partner may only use Materials that have been provided and/or approved by Company.  In its efforts, Referral Partner will use the then-current names for the Products and will not add to, delete from, or modify any Materials provided by Company. Referral Partner represents and warrants that it will accurately represent the Products and will not make any statements or provide any materials or documentation about the Products that are inconsistent with the Materials. Referral Partner understands and agrees that it is not permitted to make any representations or promises regarding Company’s pricing or discounting for the Products. Referral Partner acknowledges and agrees that Company is not bound to any price (or any other term or condition) with respect to the sale of any Products until it has executed the applicable customer agreement and Referral Partner will not represent or imply anything to the contrary to any party.
4. Payment of Referral Fee. Payments in the Program are handled by the Partner Manager. In order to receive payments under this Partner Program Agreement, Referral Partner must create and maintain an account with Partner Manager on the Partner Manager Platform, which is provided pursuant to terms directly between the Partner Manager and Referral Partner. Referral Partner must keep all information updated and complete within the Partner Manager Platform to receive proper payments. Payments returned due to incorrect payment email addresses or other incorrect information will not be returned. The Parties agree that: (a) the data shown in the Partner Manager Platform will govern payments to be made, subject to Company’s right to correct errors based on its own records and (b) records and payments will be deemed complete, incontestable, and final 12 months after Company approves the applicable Sales Qualified Lead. If Prospect is in breach of its Partner Program Agreement with Company, payment will not be made to Referral Partner.  For clarity, only Company, and not Referral Partner, is permitted to negotiate any terms, including legal and commercial terms, of any agreements between Prospects and Company. Referral Partner will not be entitled to a Referral Fee with respect to sales to any Prospects that occur after the Referral Period. Notwithstanding any other provision of this Partner Program Agreement, if Referral Partner provides Company with contact information for a Prospect, Company may use such information for the purposes of marketing the Products at any time.
5. Confidentiality.  As used herein, "Confidential Information" means all confidential information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or the Receiving Party knows or should know, given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party, is confidential information of the Disclosing Party. Confidential Information includes, but is not limited to, the terms of this Partner Program Agreement as well as components of the business plans, inventions, product plans, design plans, financial plans, computer programs, know-how, customer information, prospective customer information, strategies, marketing plans, technology and technical information, business processes and other similar information. Without limiting the foregoing, Company's Confidential Information includes the Products and information related to it. Confidential Information does not include information that: (a) is in or enters the public domain without breach of this Partner Program Agreement through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party's Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Partner Program Agreement; and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Partner Program Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information if it is compelled to do so by law or in connection with other legal proceedings, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) so as to permit the Disclosing Party a reasonable opportunity to prevent such disclosure.
6. Proprietary Information.  Referral Partner acknowledges that all rights, title, and interest in and to the Company Property are the exclusive property of Company or its Affiliates, licensors, or suppliers. This Partner Program Agreement does not grant to Referral Partner any rights to use, copy, distribute, reverse engineer, reverse compile or otherwise deal with any Company Property. All rights not expressly granted herein are reserved by Company. In addition, Referral Partner may provide feedback, suggestions, or comments to Company regarding the Company Property (“Feedback”). To the extent any such Feedback is not deemed Company Property, Referral Partner hereby grants to Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable license to use, process, store, edit, modify, perform, prepare derivative works of, and  fully exploit such Feedback in any medium or format, whether now known or later developed. Subject to the terms of this Partner Program Agreement, Company grants to Referral Partner a non-exclusive, non-transferable, revocable right and license, during the term of this Partner Program Agreement, to use and display the Materials solely for the purposes set forth in this Partner Program Agreement. All such use of the Materials shall include trademark and copyright markings as provided by Company and shall be in accordance with the Company’s trademark usage guidelines or other instructions as may be provided in writing by Company from time to time.  All goodwill arising from Referral Partner’s use of Materials shall inure to Company.  Notwithstanding the foregoing, any such use or proposed use of the Materials shall be presented to Company for written approval not less than ten business days prior to the intended date of use, and any use not expressly approved by Company in writing shall not be deemed approved.  Referral Partner will not use, register or take other action with respect to any Materials used anywhere in the world by Company.  Other than as expressly and unambiguously provided in this Partner Program Agreement, Referral Partner shall not have any right to use the Materials. Partner shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use Company or Company’s Affiliates’ names, trademarks and/or variations and misspellings thereof.
7. Privacy Notice. Notwithstanding anything to the contrary in this Partner Program Agreement, the Privacy Notice explains how Company collects, uses and shares information that it processes as part of the Program and in providing the Products. Referral Partner shall publish its own privacy notice or policy that complies with applicable law and takes into account the processing activities it engages in under this Partner Program Agreement.
8. Social Media Restrictions. When advertising or promoting the Program on Facebook, Twitter, Instagram, YouTube and other social media platforms, Referral Partner (a)  may only promote programs and links on Referral Partner’s  social media page, (b) shall not post Referral Partner’s links on Company’s Facebook, Twitter, Pinterest, or any other Company social media accounts or pages, and (c) shall not create a  social media account that includes the Materials.
9. Referral Partner Warranties.  Referral Partner represents and warrants that: (i) Referral Partner will comply with good and ethical business practices in the performance of this Partner Program Agreement; (ii) Referral Partner has submitted and will submit complete and truthful information in connection with all customer and prospect referrals; (iii) Referral Partner has the right to submit the information submitted via the Partner Manager Platform and will submit all filings and obtain any approvals that may be necessary for Referral Partner to perform its obligations under this Partner Program Agreement, (iv) Referral Partner will commit no act that would reflect unfavorably on Company; (v) Referral Partner is not a party with whom Company is prohibited from doing business under U.S. export regulations and controls; (vi) Referral Partner is legally allowed to enter into this Partner Program Agreement and receive the Referral Fee; (vii) by entering into this Partner Program Agreement, Referral Partner will not be in violation of any other Partner Program Agreement, including but not limited to, an employment agreement; (viii) Referral Partner will not make any bribe, kickback or similar payment in connection with this Partner Program Agreement; and (ix) Referral Partner will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its performance of this Partner Program Agreement, including without limitation, privacy, anti-spam, advertising, copyright, trademark and other intellectual property laws, the Federal Trade Commission Endorsement Guides, which requires disclosure of communications between advertisers and sponsors, and where applicable, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) and the  the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
10. Warranty Disclaimer.  ANY WARRANTIES FOR THE PRODUCTS WILL RUN DIRECTLY FROM COMPANY TO ITS CUSTOMERS. IN NO EVENT WILL REFERRAL PARTNER MAKE ANY REPRESENTATION, GUARANTEE, OR WARRANTY CONCERNING A PRODUCT EXCEPT AS EXPRESSLY AUTHORIZED IN ADVANCE BY COMPANY IN WRITING. NEITHER COMPANY NOR ITS SUPPLIERS NOR LICENSORS MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO A PRODUCT OR THE SUBJECT MATTER OF THIS AGREEMENT AND SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL HAVE NO LIABILITY FOR THE ACTS OR OMISSIONS OF THE REFERRAL PARTNER, THE Partner Manager, OR THE Partner Manager PLATFORM.
11. Indemnity.  Referral Partner shall defend, indemnify and hold Company and its directors, officers, employees, suppliers, consultants, contractors, and agents harmless from and against any and all actual or threatened third party claims, suits, actions, proceeding, including all related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including but not limited to reasonable attorneys’ fees) against Company arising out of or related to any act, default, misrepresentation or omission (including, without limitation, negligence and breach of this Partner Program Agreement) by the Referral Partner, its agents, employees or representatives, directly or indirectly relating to this Partner Program Agreement, including without limitation, any claims relating to allegations, actions or proceedings for breach of contract or warranty, regulatory or other legal claims, claims for bodily injury (including death) and damage to property.
12. Liability Limitations.  TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER COMPANY NOR ITS SUPPLIERS NOR LICENSORS WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE PAYMENTS BY COMPANY TO REFERRAL PARTNER DURING THE PRECEDING TWELVE MONTHS. THE PARTIES ACKNOWLEDGE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
13. Termination. This Partner Program Agreement will commence upon the date that Referral Partner joins the Program and will continue until otherwise terminated by one of the Parties pursuant to this section.  Notwithstanding the foregoing, Company shall have the right, at any time, to terminate this Partner Program Agreement for convenience upon 10 days’ written notice to Referral Partner.  Further, if either Party breaches this Partner Program Agreement, the other Party may terminate this Partner Program Agreement upon 15 days’ written notice unless the breach is cured within the notice period.  Upon termination or expiration of this Partner Program Agreement for any reason whatsoever, (i) Referral Partner shall immediately discontinue any use of the Materials and any other name, logo, trademark or service mark of Company, (ii) Referral Partner shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the Parties, (iii) Referral Partner will cease to promote or solicit customers for the Products, (iv) Receiving Party will immediately return to the Disclosing Party, or destroy and certify in writing the destruction of, all Confidential Information and any other information or materials of the Disclosing Party.   If Company terminates the Partner Program Agreement, payment obligations of the Partner Program Agreement for Sales Qualified Leads and Purchases shall survive for a period of one month after termination of the Partner Program Agreement; provided that Referral Partner is only entitled to Referral Fees for Sales Qualified Leads or Purchases sent prior to the effective date of termination of the Partner Program Agreement. After termination, Company shall be entitled to use contact information of Prospects (but no other Confidential Information of Referral Partner) to market Products to such Prospects. Neither Party shall be entitled to damages or any compensation on account of termination of this Partner Program Agreement in accordance with its terms.  Notwithstanding the foregoing, the right to payments of Referral Fees owed prior to the termination date shall survive termination or expiration of this Partner Program Agreement.
14. Relationship of Parties.   Neither Party will, for any purpose, be deemed to be an agent, employee, representative, owner, or partner of the other Party.  Each Party shall be solely responsible for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Partner Program Agreement.  During the term of this Partner Program Agreement, should the term "partnership" or "partner" be used to describe the cooperative marketing relationship, each Party agrees to make it clear to third parties that these terms refer only to the spirit of cooperation between the Parties and do not describe or create the legal status of partners or joint venturers. Neither Party has the authority, right or ability to bind or commit the other Party in any way and will not attempt to do so or imply that it may do so.
15. Non-exclusive Agreement. The referral arrangement described in this Partner Program Agreement shall be non-exclusive. Nothing in the Partner Program Agreement shall be intended to prevent or limit the possibility for each of the Parties to enter into a similar engagement with a third party. Nothing in this Partner Program Agreement shall be construed as limiting in any manner Company’s marketing, sales, or distribution activities or its appointment of other referral partners, dealers, distributors, licensees, agents or representatives of any kind.
16. Notices. Notices to Referral Partner will be effective when Company sends them to the email address Referral Partner shares with Company via the Partner Manager Platform. Notices to Company will be effective when delivered to [email protected], with a copy to [email protected].
17. Miscellaneous.  Referral Partner may not assign this Partner Program Agreement nor any right or obligation, by operation or law or otherwise, without the prior written consent of Company and any purported transfer or assignment absent such consent will be void.  This Partner Program Agreement may be assigned or transferred by Company without Referral Partner’s consent.  Except as otherwise provided herein, this Partner Program Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.  If any provision of this Partner Program Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Partner Program Agreement shall otherwise remain in full force and effect and enforceable.  Except as otherwise expressly provided herein, any provision of this Partner Program Agreement may be amended or waived only with the written consent of both Parties.  This Partner Program Agreement shall be governed by and construed under the laws of the State of New York without regard to the conflicts of law provisions thereof, and the Parties irrevocably consent to the jurisdiction of the state and federal courts in New York County, New York for the resolution of any disputes or conflicts arising out of or related to this Partner Program Agreement. This Partner Program Agreement is the sole and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or discussions between the Parties with respect thereto.

This Partner Program Agreement was last updated on August 24th, 2021

PLEASE READ THIS ANTI- SPAM POLICY (THE “ANTI-SPAM POLICY”) CAREFULLY BEFORE USING ANY SERVICES AVAILABLE AT CAMPAIGNMONITOR.COM (THE “SITE”) OR OFFERED BY OR ON BEHALF OF CAMPAIGN MONITOR PTY LTD. OR ITS AFFILIATES. IF YOU DO NOT ACCEPT THIS ANTI-SPAM POLICY, YOU ARE NOT AUTHORIZED TO USE THE SERVICES. 

As an email service provider, Campaign Monitor takes an active role in reducing spam and supporting regulatory and best-practice guidance that fosters a fair, respectful and effective email marketing community. In consideration of the many anti-spam laws in effect throughout the world and best practice guidance from industry leaders, we have created this anti-spam policy to simplify the requirements we place on our customers. Your adherence to this policy will help maintain a high reputation for our sending infrastructure which, in turn, will boost the deliverability and effectiveness of messages you send using our services. 

Throughout this Anti-Spam Policy references to “Company” are references to Campaign Monitor and references to “Customer” are to you, a user of the Services.

SECTION 1. DEFINITIONS.  In addition to terms defined elsewhere in this Anti-Spam Policy, the definitions below will apply to capitalized words in this Anti-Spam Policy. Capitalized words in this Anti-Spam Policy that are not otherwise defined herein shall have the meaning ascribed in the Agreement or Acceptable Use Policy (as applicable).

A. “Acceptable Use Policy” means Company’s Acceptable Use Policy located at https://www.campaignmonitor.com/policies/#acceptable-use-policy, as updated from time to time.

B. “Agreement” means, as applicable, either the: 1) Terms of Use Agreement located at https://www.campaignmonitor.com/policies/#terms-of-use, as updated from time to time; or 2) a superseding written agreement for use of the Services executed by and between Company and Customer. 

C. “Anti-Spam Laws” means any and all Laws regulating the transmission of electronic messages.

D. “Contact(s)” means, other than Users, any identified or identifiable natural person: 1) whose information is stored, transmitted, or otherwise ‘processed’ (as defined by the GDPR) via the Services by Customer; and/or 2) to whom Customer sends, transmits, or otherwise engages with via the Services.

E. “Customer List” is a list of Contacts uploaded to the Services or created on or via the Services.

F. “Distribution Email Address” means an email address associated with a distribution list that enables a User to send an email to multiple recipients by sending that email to the single email address associated with the distribution list. 

G. “Permission” means permission obtained from an individual to receive communications from Customer, in compliance with Section 3 below, that was either: 1) obtained within the preceding 12 months; or 2) obtained at any time and ongoing communications have been sent to the individual over the course of the preceding 12 months. 

H. “Privacy Notice” means the Company’s Privacy Notice located at https://www.campaignmonitor.com/policies/#privacy-policy, as updated from time to time.

I. “Spam”, as used herein, is any message sent by a User: 1) to an individual who has not given the User their Permission to do so; and/or 2) is marked as “spam” or “junk” mail by the  recipient, including via any ISP feedback loops.

J. “Transactional Messages” will have the meaning ascribed by Anti-Spam Laws.

K. “Transactional Email Feature” means the feature of the Services that allows a User to automatically send communications upon the occurrence of a trigger action.

SECTION 2. REQUIRED CONTENT

A. Customer understands and agrees that Customer is the “sender” (as that term is defined by Anti-Spam Laws) of any emails sent by Customer via the Services. 

B. Unsubscribe Link. Unless expressly agreed by Company in advance in writing, Customer must ensure that all emails sent through Customer’s Account contain a Company (or other Company-approved) “unsubscribe” link, in form and substance satisfactory to Company, that: 1) allows Contacts to instantly and permanently unsubscribe themselves from the applicable Customer List, 2) presents unsubscribe instructions in a clear and conspicuous way, and 3) remains operational for a period of 30 days after sending the email. Customer must monitor, correct, and process unsubscribe requests immediately and ensure that Users do not remove, disable or attempt to remove or disable such link. Customer understands that instead of using the unsubscribe link provided, some Contacts may use other means to submit a request to Customer to opt them out of receiving such messages. In such cases, Customer agrees to unsubscribe any such Contact manually, by changing the Contact's mailing status to "opt-out" within 10 business days of the opt-out request using the tools provided inside Customer’s Account. 

C. Contact Information. Each email must clearly and accurately identify the individual or organization that authorized the sending of the email (“Authorizing Party”). This means that if Customer is sending messages on behalf of an Authorizing Party, the Authorizing Party must be identified. For example, if a marketing agency is sending an email on behalf of its client, the client must be identified. To the extent required by law, identification must include the correct legal name of the Authorizing Party, a registered business number, legitimate physical address, and contact details. All identification information should remain valid for at least 30 days after the email is sent. 

D. Other Required Information. Customer shall ensure that communications sent through Customer’s Account are truthful and include subject lines that are in no way false or misleading as to the nature of the content contained in the email. All emails must state the reason the Contact is receiving the message. For example, “You are receiving this message from ABC Company because you signed up for our email list at abc.com.”

SECTION 3. PERMISSION

A. Customer Representations. Customer represents and warrants that Customer has provided all disclosures required by Law in conjunction with obtaining Contact’s Permission. Customer further represents and warrants that Customer has not used any false or misleading information, names, email addresses, subject lines, or other information for the purpose of or in connection with obtaining Contact’s Permission. 

B. Obtaining Permission. Customer must retain records of any Permissions received and shall provide such records to Company immediately upon request. Permissions must be obtained in one of the ways described below. A Contact:

i.  fills out or opts in via a web form subscribing to receive marketing communications from Customer; provided that the form does not contain any pre-selected fields;

ii.  completes an offline form that expressly indicates their willingness to receive marketing communications from Customer;

iii.  gives Customer their business card; provided that Contact was informed that by providing the business card to Customer, Contact was indicating their willingness to receive marketing communications from Customer; 

iv.  has a clear relationship with Customer, as an individual that (a) pays dues or a subscription fee to belong to Customer’s organization, or (b) has purchased a good or service from Customer within the preceding 6 months, in the course of which Customer obtained that Contact’s email address and there is a reasonable expectation that the Contact would consent to receiving emails; or

v.  otherwise provides Customer with their express written permission to receive marketing communications from Customer.

C. Scope of Permission. Customer shall not send emails to Contacts on any topic that exceeds the scope of the topic that Contact has given Customer Permission to email them about. Where a Contact has provided Permission for specific individual or organization to contact them, that Permission may not be transferred to another individual or organization. Any Permission obtained from a Contact will be exclusive to Customer and will not extend to Customer’s Affiliates, unless such Permission was also granted to such Customer Affiliate. 

SECTION 4. APPROVALS, RESTRICTIONS, & COMPLIANCE

A. Account Approval. Company may request specific information about Customer’s Permission practices and email marketing activities prior to allowing access to the Services and Company’s sending infrastructure. Should Company’s trained compliance team, in its reasonable discretion, find cause to delay or withhold access, to the Services and Company’s sending infrastructure, Customer will be notified promptly. Customer may not send any emails using the Services until Customer’s Account has been reviewed by a member of Company’s trained compliance team. 

B. Bulk Uploads. Prior to any bulk and/or large Contact list uploads to the Services, Customer must obtain Company’s prior written approval, which may be withheld in Company’s sole discretion.

C. Company API. The Services provide API Calls (“Calls”) to facilitate certain account activities without relying on the Services’ main application interface. These Calls are governed by the same policies set forth herein. The Customer and its Users shall not use the API to circumvent Company's efforts to facilitate Permission-based sending via the Services. Company may dictate, in its sole discretion, permissible use of the API and Calls. Any improper use of the API, as solely determined by Company, will be grounds for immediate termination of Customer's account.

D. Prohibited Uses. There are some list collection methods, sending practices, and models of business which are irreconcilably at odds with Company’s Permission policy or which represent untenable risk to the reputation of Company’s sending infrastructure. Customer shall not:

i.  mail to Distribution Email Addresses, emails addresses copied or scraped from the internet (or to Contact email addresses otherwise programmatically obtained from any physical or electronic source); newsgroups, or purchased, loaned, or rented lists;

ii.  mail to any Contacts obtained from a third party (unless such third party specifically obtained Permission from the Contact for Customer to mail them);

iii.  mail to co-promotion lists, where more than one potential sender is given access to email addresses collected without the recipient’s willful, sender-specific consent; 

iv.  use the Transactional Email Feature to send non-Transactional Messages to Contacts unless you have Permission to do so; 

v.  use the Services to administer illegal contests, pyramid schemes, chain letters, multi-level marketing campaigns, or otherwise conduct any illegal activities; or

vi.  take known demographic information and append it to information Customer obtains from a third party for the purpose of emailing an individual who has not otherwise provided Permission as required by this Anti-Spam Policy.

E. Compliance. Customer acknowledges that the Services allow Customer to upload data related to Contacts and also to track Contacts engagement with emails sent using the Services. Customer represents and warrants that Customer has complied with all notice, disclosure, consent, and other requirements imposed by applicable Laws prior to uploading information about a Contact to Customer’s Account. Customer further represent and warrants that Customer shall comply with the Acceptable Use Policy, Agreement, and all applicable Laws in connection with Customer’s use of the Services. 

SECTION 5. COMPANY’S RIGHTS AND OBLIGATIONS

A. Contacts. Company will not use Contacts’ information for any purpose other than those related to the Services and as otherwise described in Company’s Privacy Notice.

B. Monitoring. Company reserves the right to inspect and monitor Customer’s Account and Customer Content at any time, without notice, to ensure compliance with the terms of this Anti-Spam Policy.  In connection with the foregoing, Customer agrees to promptly provide records and/or other information requested by Company. In addition, Company reserves the right, but has no obligation, to:

i.  scan every campaign for the existence of an unsubscribe link. If an unsubscribe link is not detected, Customer will be informed and required to include Company’s unsubscribe link before sending additional email messages or Customer Content via the Services.

ii.  monitor and meter the number of kilobytes of data transferred when sending email messages.

iii.  monitor any and all Customer Content and Customer’s use of the Services to ensure compliance with this Anti-Spam Policy.

C. Abuse Complaints & Remediation. Emails sent through the Services may generate abuse complaints from Contacts. Customer is responsible for ensuring that email campaigns sent from Customer’s Accounts do not generate a number of complaints in excess of industry norms. If Customer’s complaint rate exceeds industry norms, Company may take action to prevent or repair damage to the sending reputation of its sending infrastructure, including suspending Customer’s Account. In the event that Company sends Customer a notification regarding excessive spam complaints, Customer must respond to Company’s requests promptly and act in good faith by participating in the creation and/or execution of any remedy. If Customer is unresponsive, does not implement remediation measures in accordance with Company’s recommendations within thirty (30) days of Company’s notification to Customer, and/or Customer continues to experience high complaint rates (as determined by Company in its reasonable discretion), then Company may suspend Customer’s use of the Services until the issue is resolved or until the end of the period specified by the contract.

D. Right to Terminate. Company may, in its reasonable discretion, remove any Customer Content, suspend, or terminate (without refund) Customer’s use of the Services for any actual breach of this Anti-Spam Policy at any time. For clarity, removal, suspension, or termination pursuant to this clause will not terminate Customer’s obligation to pay fees owed to Company. 

If you feel you have received SPAM from our customer, write to us at [email protected]. If we find that our anti-SPAM policy has been violated, we may terminate the violator’s account.

Last Updated on September 20, 2022

We recommend that you read this entire Notice to ensure you are fully informed.

OVERVIEW

Campaign Monitor Pty Ltd (“Campaign Monitor,” “we,” or “us”) is a provider of Software-as-a-Service (SaaS) marketing technologies (our “Services”) to our customers and clients (“Customers”). While each of our product offerings is unique, we are one organization. This Privacy Notice (“Notice”) applies to the Processing of Personal Data by Campaign Monitor and explains who we are, how we collect, use and share information that identifies you (directly or indirectly) (“Personal Data”), and how you can exercise your privacy rights.

For information about how our Services Process Personal Data, please visit the Services Privacy Notice.

SUMMARY OF THIS NOTICE

It’s important that any individual to whom this Notice applies is able to understand how we Process Personal Data related to the operation of our business. The most complete way to do this is to read the Notice in its entirety. However, here’s a quick summary of the information provided in this notice.

1. What is Campaign Monitor? Campaign Monitor is an Austrian-based SaaS marketing software products and services provider which is part of Marigold, which is headquartered in Nashville, TN. We provide these services to our Customers to engage with their customers through email, SMS, loyalty programs, and other online experiences.
2. What does “process” mean, and whose Personal Data is processed? The simplest way to encapsulate what is meant by process/processed/processing is to say that it’s any action taken which involves Personal Data. This covers everything from the initial collection, observation, and storage of Personal Data, to the eventual deletion or anonymisation of the Personal Data. The types of data subjects impacted by this Notice are described below.
3. What Personal Data is Processed and for what purpose(s)? At minimum, we will typically process your email, name, and other information submitted by you through forms on this site. We may also collect and store information using cookies. You can control this at any time by visiting the cookie preference center located in the footer of this site. Our primary purposes for collecting your personal data are to market our services to you as a Website Visitor, to consider Applicants for employment by Campaign Monitor, and to support our own business purposes and legal obligations. If it is necessary to collect sensitive Personal Data, we will only Process that Personal Data in compliance with applicable data protection laws.
4. How long do you retain Personal Data? The retention period for Personal Data depends on the purpose(s) for its Processing. We retain Personal Data we collect from you only for as long as reasonably necessary to achieve that purpose. In some cases, we may retain Personal Data for a specific time period based on a legal obligation, contractual obligation, or other operational factors. On the other hand, we may have a variable data retention period where we rely on our legitimate interest and several factors determine the completion of our purpose for Processing the Personal Data. Regardless, when the purpose is achieved, we will delete or anonymize the Personal Data.
5. Do you transfer my personal data outside the EEA,Switzerland, or UK? In most cases, yes. Campaign Monitor is part of a global organization, with Processing occurring in many jurisdictions, including the United States, United Kingdom, European Union, and Australia.
6. What are my privacy rights? An increasing number of global privacy laws are providing individuals with privacy rights. Notable among these laws are the GDPR and its various implementing laws, UK GDPR, and CPRA. Please review the “Data Protection Rights for EEA,Switzerland, and UK Residents” or “California Privacy Rights” sections of this Notice to learn more about your specific rights and how to exercise them.
7. Selling and Sharing under the California Privacy Rights Act. The CPRA defines specific rights for California residents to know about and control selling or sharing of their Personal Data. For more information about Campaign Monitor’s selling or sharing of Personal Data, if any, please visit the “California Privacy Rights” section of this Notice.
   • Selling: Under the CPRA, “selling” means “renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to another business or a third party for monetary or other valuable consideration.” Campaign Monitor does not sell Personal Data covered by this Notice.
   • Sharing: Under the CPRA, “sharing” means making a consumer’s personal information available to a third party for cross-context behavioral advertising, whether or not for monetary or other valuable consideration. Campaign Monitor may share your Personal Data via cookies. To opt out of sharing, navigate to the cookie preference center and turn off “Advertising Cookies.”
8. How can I contact you with questions about my privacy? The easiest way to get in touch is through the Contact Us details below. Additionally, you may contact our data protection officer with any privacy concerns at [email protected].

CATEGORIES OF DATA SUBJECTS

This Notice applies to the following categories of individuals:

1. Customers of Campaign Monitor. A Customer could be any individual who uses the Services, or in some cases a user who no longer uses the Services but whose data is being retained for other purposes under this Notice.
2. Website Visitors. A Website Visitor is any individual who interacts with campaignmonitor.com (the “Website”), regardless of whether they may be a Customer, Prospect, Applicant, or have any other direct relationship with us.
3. Prospects. A Prospect is any individual who has expressed interest in Campaign Monitor’s Services who is not yet a Customer. For the purposes of this Notice, Prospects are included as a subset of Website Visitors.
4. Applicants for employment. Applicant means an individual who has applied for a position with Campaign Monitor, but who is not currently employed by us.

If you are resident in the EEA or California, please review the section headed “Controlling Your Personal Data” for further information about the privacy rights available to you.

PROCESSING DETAILS

CUSTOMERS

1. Collection of Personal Data

   1. Information You Provide To Us. You may provide Personal Data to us through the Services – for example, when you are assigned or create credentials to access the Services, consult with our customer success or support teams, send us an email or communicate with us in any other way. We will usually let you know prior to collection whether the provision of Personal Data we are collecting is compulsory or may be provided on a voluntary basis and the consequences, if any, of not providing the information. The information you provide to us, may include:
      1. Account Information. As a Customer, we may collect information such as your name, email address, title, phone number, and other information related to establishing and maintaining a relationship between you and us.
      2. Billing Information. If you purchase our Services, you may also need to provide us with payment and billing information such as your credit card details and billing address. We will also maintain a record of your purchases, transactional information, your Services history and usage, and any communications and responses.
      3. User Surveys. We may offer you opportunities to participate in Customer surveys. These surveys will gather your opinions on the effectiveness and/or current state of our Services, as well as your opinions on future functionality and the direction of our product offering.
      4. Information Collected Automatically. When you use the Website or Services, or when you receive marketing emails from us, we automatically collect certain information about your device and interactions with us. We may use cookies and other tracking technologies to collect some of this information. Our use of cookies and other tracking technologies is discussed in more detail below.
      5. When you receive marketing emails from us. We collect device information such as your IP address, device attributes (for example: hardware model, operating system, web browser version, as well as unique device identifiers and characteristics), connection information (for example, name of your mobile operator or Internet Service Provider, browser type, language and time zone, and mobile phone number); and device locations (for example, internet protocol (IP) addresses and Wi-Fi information).
      6. Information relating to your use of the Services. We collect usage data about whenever you interact with our Services, as described in the Services Privacy Notice.
      7. Information We Obtain From Third Party Sources. We may receive information about you from other sources, including publicly available databases or third parties from whom we have purchased data, and combine this data with information we already have about you. This helps us to update, expand and analyze our records and better market services that may be of interest to you. This Personal Data may include (for example), information such as your name, employer, job title, email address, phone numbers, and other company, contact, and/or employment information.

2. Purposes for Processing your Personal Data. We process your Personal Data for our legitimate interests, which include:

   1. To Provide You With Information You Have Requested. To respond to your requests or provide you with information requested by you, including where you exercise your privacy rights as detailed in this notice or request information about our products or Services.
   2. To Market To You. To contact you with marketing and promotional information (in accordance with your marketing preferences) about products and services that Campaign Monitor offers, to provide advertising to you on third party sites (based on your browsing activities on the Website), and to send you information regarding Campaign Monitor and/or our partners (see the section headed “Controlling Your Personal Data” for information about how you can opt-out of receiving marketing communications from us at any time). Marketing data purchased from third parties may be combined with information we already have about you and may be used to create more tailored advertising and products.
   3. For Business Analytics. To infer your geographic location based on your IP address; to track behavior at the aggregate/anonymous level to identify and understand trends in the various interactions with our Services; and to conduct internal business analysis based on meta-data about usage, feature adoption and forecasting.
   4. For Legal Records. To identify who you are, including both identification and authentication purposes; to carry out our obligations and enforce our rights arising from any contracts entered into between you and us (including for billing and collection); and to respond to legal requests or prevent fraud. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.

3. Disclosures. In the following limited situations, we may disclose information that we collect or that you provide to us:

   1. to our contractors, service providers and other third parties who provide data processing services to us and with whom the sharing of your Personal Data is necessary to undertake the work e.g. to process billing, to analyze data, host data, to provide customer support and to deliver online and offline marketing communications about Campaign Monitor that we think will interest you.
   2. as required by law, such as to comply with any court order, subpoena or other law or legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a governmental or regulatory request.
   3. to enforce our rights arising from any contracts entered into between you and us and for billing and collection.
   4. to employees within Campaign Monitor for customer support, marketing, technical operations, and account management purposes.
   5. to a buyer or other successor in the event of a merger, sale or transfer of some or all of Campaign Monitor’s assets.

4. Lawful Basis. If you are a Customer resident in the EEA, Switzerland, or UK, then our legal basis for Processing Personal Data described above will depend on the Personal Data concerned and the specific context in which we collect it. However, where we are Processing your Personal Data for our own purposes we normally rely on our legitimate interest to collect Personal Data from you, except where such interests are overridden by your data protection interests or fundamental rights and freedoms. Where we rely on our legitimate interests to Process your Personal Data, they include the interests described in the sections above headed “Why We Process Your Information“.

   In some cases, we may rely on your consent or have a legal obligation to collect Personal Data from you or may otherwise need the Personal Data to protect your vital interests or those of another person. If we rely on consent to collect and/or Process your Personal Data, we will obtain such consent in compliance with applicable laws.

   If you have questions about or need further information concerning the legal basis on which we collect and use your Personal Data, please contact us using the contact details provided under the “Contact Us” heading below.

5. Data Retention. We retain Personal Data we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with information you have requested or to comply with applicable legal, tax or accounting requirements).When we have no ongoing legitimate business need to process your Personal Data, we will either delete or anonymise it or, if this is not possible (for example, because your Personal Data has been stored in backup archives), then we will securely store your Personal Data and isolate it from any further processing until deletion is possible.

WEBSITE VISITORS and PROSPECTS

1. Collection of Personal Data
   1. Information You Provide To Us. Certain parts of our site may ask you to voluntarily provide Personal Data (such as your name, contact details and company name). For example, when you express interest in obtaining additional information about Campaign Monitor, download content or request a demo, or otherwise contact us. We may also collect Personal Data, such as your contact and professional background details and feedback, when you attend our events, take part in surveys, or through other business or marketing interactions we may have with you. You may choose to provide additional information when you communicate with us or otherwise interact with us, and we will keep copies of any such communications for our records.
   2. Information Collected Automatically. When you visit the Website, or when you receive marketing emails from us, we automatically collect certain information about your device and interactions with us. We may use cookies and other tracking technologies to collect some of this information.
      1. When you receive marketing emails from us. We collect device information such as your IP address, device attributes (for example: hardware model, operating system, web browser version, as well as unique device identifiers and characteristics), connection information (for example, name of your mobile operator or Internet Service Provider, browser type, language and time zone, and mobile phone number); and device locations (for example, internet protocol (IP) addresses and Wi-Fi information).
      2. Cookies and tracking technologies. When you visit our Websites, like most website owners, we may also collect certain information automatically from your device, such as your device type, browser type, broad geographic location (e.g. country or city-level location), the referring website, what pages your device visited, and the time that your device visited our Website. In some countries, including countries in the European Economic Area, this information may be considered Personal Data under applicable data protection laws. We (including our service providers) may use cookies, pixel tags and other similar tracking technologies to collect this information. Our use of cookies and other tracking technologies is discussed more below, in more detail below.
   3. Information We Obtain From Third Party Sources. We may receive information about you from other sources, including publicly available databases or third parties from whom we have purchased data, and combine this data with information we already have about you. This helps us to update, expand and analyze our records and better market services that may be of interest to you. This Personal Data may include (for example), information such as your name, employer, job title, email address, phone numbers, and other company, contact, and/or employment information.
2. Purposes for Processing Your Personal Data. We process your Personal Data for our legitimate interests, which include:
   1. To Provide You With Information You Have Requested. To respond to your requests or provide you with information requested by you, including where you exercise your privacy rights as detailed in this notice or request information about our products or Services.
   2. To Market To You. To contact you with marketing and promotional information (in accordance with your marketing preferences) about products and services that Campaign Monitor offers, to provide advertising to you on third party sites (based on your browsing activities on the Website), and to send you information regarding Campaign Monitor and/or our partners (see the section headed “Controlling Your Personal Data” for information about how you can opt-out of receiving marketing communications from us at any time). Marketing data purchased from third parties may be combined with information we already have about you and may be used to create more tailored advertising and products.
   3. For Business Analytics. To infer your geographic location based on your IP address; to track behavior at the aggregate/anonymous level to identify and understand trends in the various interactions with our Services; and to conduct internal business analysis based on meta-data about usage, feature adoption and forecasting.
   4. For Legal Records. To identify who you are, including both identification and authentication purposes; to carry out our obligations and enforce our rights arising from any contracts entered into between you and us (including for billing and collection); and to respond to legal requests or prevent fraud. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.
3. Disclosures. In the following limited situations, we may disclose information that we collect or that you provide to us:
   1. to our contractors, service providers and other third parties who provide data processing services to us and with whom the sharing of your Personal Data is necessary to undertake the work e.g. to process billing, to analyze data, host data, to provide customer support and to deliver online and offline marketing communications about Campaign Monitor that we think will interest you.
   2. as required by law, such as to comply with any court order, subpoena or other law or legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a governmental or regulatory request.
   3. to enforce our rights arising from any contracts entered into between you and us and for billing and collection.
   4. to employees within Campaign Monitor for customer support, marketing, technical operations, and account management purposes.
   5. to a buyer or other successor in the event of a merger, sale or transfer of some or all of Campaign Monitor’s assets.
4. Lawful Basis.
   1. If you are a Customer resident in the EEA or UK, then our legal basis for Processing Personal Data described above will depend on the Personal Data concerned and the specific context in which we collect it. However, where we are Processing your Personal Data for our own purposes we normally rely on our legitimate interest to collect Personal Data from you, except where such interests are overridden by your data protection interests or fundamental rights and freedoms. Where we rely on our legitimate interests to Process your Personal Data, they include the interests described in the sections above headed “Purposes for Processing Your Personal Data”.
   2. In some cases, we may rely on your consent or have a legal obligation to collect Personal Data from you or may otherwise need the Personal Data to protect your vital interests or those of another person. If we rely on consent to collect and/or Process your Personal Data, we will obtain such consent in compliance with applicable laws.
   3. If you have questions about or need further information concerning the legal basis on which we collect and use your Personal Data, please contact us using the contact details provided under the “Contact Us” heading below.
5. Data Retention. We retain Personal Data we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with information you have requested or to comply with applicable legal, tax or accounting requirements).When we have no ongoing legitimate business need to process your Personal Data, we will either delete or anonymise it or, if this is not possible (for example, because your Personal Data has been stored in backup archives), then we will securely store your Personal Data and isolate it from any further processing until deletion is possible.

APPLICANTS FOR EMPLOYMENT

1. Information We Process
   1. Information You Provide To Us. As an Applicant, you will provide certain Personal Data to us – for example, when you submit an application for employment, as needed during the hiring process, or when you send us an email or communicate with us in any other way. This information could include, but is not limited to, your name, email address, telephone number, and a copy of your resume. We will usually let you know prior to collection whether the provision of Personal Data we are collecting is compulsory or may be provided on a voluntary basis and the consequences, if any, of not providing the information.
   2. Information Collected Automatically. When you browse the Website, we automatically collect certain information about your device. We may use cookies and other tracking technologies to collect some of this information. Our use of cookies and other tracking technologies is discussed more below, in more detail below.
      1. Device Information. We collect information from your device and applications you use to access our Websites, such as your IP address, device attributes (for example: hardware model, operating system, web browser version, as well as unique device identifiers and characteristics), connection information (for example, name of your mobile operator or Internet Service Provider, browser type, language and time zone, and mobile phone number); and device locations (for example, internet protocol (IP) addresses and Wi-Fi information).
      2. Information We Obtain From Third Party Sources. We may receive information about you from other sources, including but not limited to information we obtain from hiring agencies acting on our behalf, and combine this data with information we collect directly from you during the application process. This helps us to better evaluate you as an Applicant. Examples of the types of Personal Data that may be obtained from public sources or purchased from third parties and combined with information we already have about you, may include name, employer, job title, email address, phone numbers, and other company, contact, and/or employment information.
2. Purposes for Processing Your Personal Data. We process your Personal Data for our legitimate interests, which include:
   1. To Evaluate Your Application for Employment. To better understand your qualifications as an Applicant.
   2. To Improve Our Hiring Process. To evaluate the effectiveness of our job descriptions and to measure the overall effectiveness of our hiring process.
   3. For Legal Records. To identify who you are, including both identification and authentication purposes; to carry out our obligations and enforce our rights arising from any agreement to work entered into between you and us (including for billing and collection); and to respond to legal requests or prevent fraud. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.
3. Disclosures. In the following limited situations, we may disclose information that we collect or that you provide to us:
   1. to our contractors, service providers and other third parties who provide data processing services to us and with whom the sharing of your Personal Data is necessary to undertake the work e.g. to process billing, to analyze data, host data, to provide customer support and to deliver online and offline marketing communications about Campaign Monitor that we think will interest you.
   2. as required by law, such as to comply with any court order, subpoena or other law or legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a governmental or regulatory request.
   3. to enforce our rights arising from any contracts entered into between you and us and for billing and collection.
   4. to employees within Campaign Monitor for customer support, marketing, technical operations, and account management purposes.
   5. to a buyer or other successor in the event of a merger, sale or transfer of some or all of Campaign Monitor’s assets.
4. Lawful Basis.
   1. If you are resident in the EEA, Switzerland, or UK, then our legal basis for collecting and using Personal Data described above will be our legitimate interests to collect Personal Data from you, except where such interests are overridden by your data protection interests or fundamental rights and freedoms. Where we rely on our legitimate interests to process your Personal Data, they include the interests described in the sections above headed “Purposes for Processing Your Personal Data”.
   2. In some cases, we may rely on your consent or have a legal obligation to collect Personal Data from you or may otherwise need the Personal Data to protect your vital interests or those of another person. If we rely on consent to collect and/or process your Personal Data, we will obtain such consent in compliance with applicable laws.
   3. If you have questions about or need further information concerning the legal basis on which we collect and use your Personal Data, please contact us using the contact details provided under the “Contact Us” heading below.
5. Data Retention. We retain Personal Data we collect from you where we have an ongoing legitimate business need to do so (for example, to contact you for future employment opportunities or to comply with applicable legal, tax or accounting requirements). When we have no ongoing legitimate business need to process your Personal Data, we will either delete or anonymise it or, if this is not possible (for example, because your Personal Data has been stored in backup archives), then we will securely store your Personal Data and isolate it from any further processing until deletion is possible.

COOKIES

What are cookies?

Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information. A full list of our cookies can be found by accessing the Cookie Preferences center provided in the footer of this Website.

We refer to cookies created by us as “first party cookies”. We refer to cookies that we set on our website but that are created by parties other than us as “third party cookies”. Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and analytics). The parties that provide these third party cookies can recognise your computer both when it visits the website in question and also when it visits certain other websites.

Managing cookies deployed by this site.

To control the cookies placed on your device by this site, please visit the Cookie Preferences center located in the footer of any page.

Electronic devices and software applications on these devices may offer you tools to opt out of or block advertisements on the device or in specific applications. Consult the help documentation and settings specific to your devices and applications to learn more about your options. You have the right to decide whether to accept or reject cookies. Should you choose to remove or block cookies, some website functionality may become unavailable or unreliable.

In addition, most advertising networks offer you a way to opt out of targeted advertising. If you would like to find out more information, please visit http://www.aboutads.info/choices/ or http://www.youronlinechoices.com.

Controlling Your Personal Data

Maintaining the privacy and security of Personal Data processed by Campaign Monitor subject to this privacy notice is one of our core values and vital to creating trust between us and our customers, or any other individual with whom we interact. To ensure that individuals have appropriate control of their Personal Data, we extend the ability to retrieve, access, amend, or delete Personal Data to any individual whose Personal Data is Processed in accordance with this Notice.

To retrieve, access, amend, or delete your Personal Data, please contact Campaign Monitor by email to [email protected]. We may ask you to provide additional verification in order to complete any request made to retrieve, access, amend, or delete Personal Data.

Data Protection Rights for EEA, Switzerland, and UK Residents.

If you are resident in the EEA, Switzerland, or UK, you have the following data protection rights:

• You can access, review, change, update or delete your Personal Data at any time by submitting a request via email to [email protected].
• To remove your Personal Data from a Website testimonial or request removal of your Personal Data from our blog or community forum, please submit a request to [email protected]. In some cases, we may not be able to remove your Personal Data, in which case we will let you know if we are unable to do so and why.
• In addition, you can object to Processing of your Personal Data, ask us to restrict Processing of your Personal Data, or request portability of your Personal Data. To exercise these rights, please submit a request to support via email to [email protected].
• You can opt out of receiving marketing communication we send you at any time. You can exercise this right by clicking on the “unsubscribe” link in the emails we send you or by replying to us at [email protected]. To opt-out of other forms of marketing (such as postal marketing or telemarketing), please contact us at [email protected]. For data privacy concerns, use the contact details provided under the “Contact Us” heading below.
• If we have Processed your Personal Data with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your Personal Data conducted in reliance on lawful processing grounds other than consent.
• You have the right to complain to a data protection authority about our Processing of your Personal Data. For more information, please contact your local data protection authority. Contact details for data protection authorities in the European Economic Area (“EEA”), are available here. For UK residents, the ICO can be contacted here.

Please note that because most of the information we store can only identify a particular browser or device, and cannot identify you individually, you will need to provide us with some additional information to enable us to identify the Personal Data we hold about you and ensure that we accurately fulfill your request. You may also be required to provide ID.

Campaign Monitor has appointed Art Quanstrom, its VP, Global Data Privacy, as Data Protection Officer. You may contact them regarding data protection concerns at [email protected].

California Residents Privacy

Please note that this Notice uses the term Personal Data, but for the purpose of this section, the term “personal information” will be used to align with the California Privacy Rights Act (“CPRA”).

For Campaign Monitor’s Notice at Collection of Personal Data for California residents, please refer to the Summary above. CPRA provides “consumers,” as defined by the CPRA, the following privacy rights:

• The right to know what personal information is being collected about them;
• The right to know whether their personal information is sold, shared, or disclosed and to whom;
• The right to opt out of the sale or sharing of personal information;
• The right to access their personal information;
• The right to equal service and price, as well as to not receive discriminatory treatment, even if they exercise their privacy rights;
• The right to correct inaccurate personal information; and
• The right to limit the use or disclosure of sensitive personal information, if we use or disclose sensitive personal information for reasons other than those set forth in Section 7027 of the CPRA.

Notice. This Notice, under the headings pertaining to each category of data subject, serves to describe the categories of data collected, our practices when Processing such Personal Data, and how we share the Personal Data, including categories of recipients of your Personal Data.

Access, Correction, and Deletion. California consumers whose Personal Data is Processed by Campaign Monitor acting as a business under CPRA may, no more than twice in a 12 month period and at no cost to them, request a report from us which details the Personal Data collected about them and the recipients, if any, of that information, as well as the business or commercial purpose for collecting personal information and the categories of sources from which the personal information is collected. Requests may be sent via this support request form or direct mail to the address below. California consumers may, at any time, request that we correct or delete their Personal Data via the same form or direct mail address.

Choice. Individuals to whom this Notice applies may request to access and amend Personal Data by request to us via the privacy rights form at any time and may revoke any consent provided by using the unsubscribe mechanism provided in any email received or by request to [email protected].

Selling and Sharing of California Consumer Personal Data. The CPRA requires that we disclose any sale or sharing, as defined by the law, pertaining to your Personal Data. We do not believe that our Processing activities constitute selling under the CPRA. When you visit our Website, you are interacting with a part of Marigold, and Marigold employees Process Personal Data under a unified strategy to meet Marigold’s objectives.

We engage in online “sharing” (as such term is defined by the CPRA), which is otherwise known as cross-context behavioral advertising or targeted advertising. This form of “sharing” involves collecting certain personal information using cookies and other tracking technologies. We detail the use of Cookies in this Notice. Some of these cookies provide information to advertising networks (i.e., “share” such information) for the purpose of tracking and serving ads to you across the Internet. You may, at any time, opt out of the online “sharing” of your Personal Data by using the Cookie Preferences center provided in the footer of this site to turn off “Advertising” cookies.

Note. We may at times partner with third parties for the purpose of marketing our services. In these cases, will provide clear notice of the identity of our partners and provide a consent mechanism for sharing your Personal Data to any third party partners.

Verifying California Consumer Requests. Pursuant to California law, we will verify a California resident’s identity as required before complying with their consumer request under the CPRA. We are required to verify certain consumer requests to a reasonable degree of certainty, which may include matching at least two data points provided by the consumer with data points maintained by us, or to a reasonably high degree of certainty, which may include matching at least three data points provided by the consumer with data points maintained by us, depending on the sensitivity of the personal information and the potential risk of harm to the consumer. Any information you send for us to verify your identity will be used for this purpose only.

California Consumer Requests and Authorized Agents. A California resident may use an authorized agent to submit a right to know request or a request to delete. To use an authorized agent, the California resident must provide the agent with written authorization. In addition, the California resident may be required to verify their own identity with us. We may deny a request from an agent that does not submit proof that they have been authorized by the California resident to act on their behalf. Such requirements, however, will not apply where a California resident has provided the authorized agent with power of attorney pursuant to Cal. Prob. Code Sections 4000 to 4465. Authorized agents should submit their requests via the form provided above.

Sensitive Personal Information. We do not collect, use, or disclose sensitive personal information about California residents for purposes other than those specified in Section 7027(m) of the CPRA.

GENERAL INFORMATION

Children

Our Website is not intended for and may not be used by minors. “Minors” are individuals under the age of 13 (or under a higher age if permitted by the laws of their residence). We do not knowingly collect Personal Data from Minors or allow them to register. If it comes to our attention that we have collected Personal Data from a Minor, we may delete this information without notice. If you have reason to believe that this has occurred, please contact customer support.

Third-Party Websites And Apps

This Notice only applies to the Website. We are not responsible for the privacy practices or disclosures of third parties that use or access the Website. In addition, the Website may contain links to third-party websites and apps. Any access to and use of such linked websites or apps is not governed by this Notice, but instead is governed by the privacy policies of those third parties. We are not responsible for the information practices of such third parties.

How Do We Keep Your Personal Data Secure?

We use appropriate technical and organizational security measures to protect any Personal Data we process against unauthorized access, disclosure, alteration, and destruction.

Unfortunately, nobody is truly and completely safe from hackers. Although we do our best to protect your Personal Data, we cannot guarantee security, no Internet transmission can ever be guaranteed 100% secure, and so we encourage you to take care when disclosing Personal Data online and to use readily available tools, such as Internet firewalls, secure e-mail and similar technologies to protect yourself online.

International Data Transfers

Campaign Monitor is established in Australia and may also Process Personal Data in the United States and the United Kingdom. If you are using the Website from outside the United States, be aware that your information may be transferred to, stored, and processed by us in our facilities and by those third parties with whom we may share your Personal Data, in the United States and other countries. These countries may have data protection laws that are different to the laws of your country.

However, we have taken appropriate measures to require that your Personal Data will remain protected in accordance with this Notice and have implemented appropriate safeguards to require that your Personal Data will remain protected in accordance with this Notice. These include implementing the European Commission’s Standard Contractual Clauses for transfers of Personal Data between our group companies, which require all group companies to protect Personal Data they process from the EEA or UK in accordance with European Union and UK data protection law. We have implemented similar safeguards with our third party service providers and partners. Further details can be provided upon request.

Changes To This Privacy Notice

We may revise this Notice from time to time in response to changing legal, technical or business developments. The most current version of this Notice will govern our use of your Personal Data. When we update our Site Privacy Notice, we will take appropriate measures to inform you, consistent with the significance of the changes we make. We will obtain your consent to any material Site Privacy Notice changes if and where this is required by applicable data protection laws. You can see when this Notice was last updated by checking the “last updated” date displayed at the top of this Notice.

CONTACT US

Thanks for taking the time to learn about our Site Privacy Notice. We hope it was clear and reassuring. If you have any questions, please contact us:

Campaign Monitor
ATTN: VP, Global Data Privacy
11 Lea Ave
Nashville, TN 37210
Email: [email protected]

Important Note: If you are resident in the EEA or UK, the “data controller” of the Personal Data described in this Privacy Notice is Campaign Monitor.

September 29, 2026

OVERVIEW

This Services Privacy Notice exists to provide details regarding the Processing of Personal Data Related to Services provided by Campaign Monitor Pty Ltd (“Campaign Monitor,” “we,” or “us”), as governed by the Terms of Use. For Personal Data pertaining to Customers, Website Visitors and Prospects, and Applicants for employment, please see the Marigold Site Privacy Notice here.

This Notice serves two purposes:

1. It supplements our Terms of Use by providing details of how our Services Process Personal Data on behalf of our Customers.
2. It provides notice and transparency regarding our Processing of Personal Data pertaining to our Customer’s Data Subjects, who themselves might not otherwise be aware of the processing.

To execute a Data Protection Agreement (often referred to as a “Data Processing Agreement” or “DPA”), please submit a request to [email protected], indicating your entity’s legal name and that of the Marigold entity with which you have an Agreement.

Further Information for Customer Data Subjects: As described in this Notice, in most cases where your Personal Data is Processed by the Services, we act as a Processor on behalf of our Customers. In such cases, if you want to exercise any individual privacy rights that may be available to you under applicable Law or have questions or concerns about how your Personal Data is handled by Campaign Monitor as a Processor on behalf of our Customers, you should contact the relevant Customer that has contracted with Campaign Monitor for use of the Services, and refer to their separate privacy policies. If you are having difficulties finding this Customer, you can contact us by writing to [email protected].

SUMMARY OF THIS NOTICE

It’s important that any individual to whom this notice applies is able to understand how our Services Process Personal Data. The most complete way to do this is to read the notice in its entirety. However, here’s a quick summary of the information provided in this notice.

1. What are the Services? Campaign Monitor’s Services are Software-as-a-Service marketing products designed to allow our customers to engage with individuals through electronic messaging channels (email, SMS), as well as their own websites, landing pages, and other technologies. We offer additional features that provide analytics and insights based on your interactions with a Customer’s marketing efforts.
2. What does “Process” mean, and whose Personal Data is Processed? The simplest way to encapsulate what is meant by Process/Processed/Processing is to say that it’s any action taken which involves Personal Data. This covers everything from the initial collection, observation, and storage of Personal Data, to the eventual deletion or anonymisation of the Personal Data. The types of data subjects impacted by this notice are described below. Typically, our Users are employees of organizations utilizing our services; Customer Data Subjects encompasses many different individuals, but the key similarity is that there is an established relationship between you and our Customer.
3. What Personal Data is processed and for what purpose(s)? At minimum, the Services will typically process your email, name, and IP address, and in the case of our Users, we will process additional information to provide access to the Services. Other personal data processed by the Services is determined by our Customer, who may be a data controller or processor under EEA, Swiss, or UK Law, or a similar term provided by other data privacy laws.
4. For how long is Personal Data retained? Personal Data is retained within the Services according to our Agreement with the Customer, including our provision of assistance with regard to any individual’s request to have their Personal Data deleted.
5. Do you transfer my personal data outside the EEA, Switzerland, or UK? In most cases, yes. Processing may occur in any jurisdiction in which Campaign Monitor is established, including the United States, United Kingdom, European Union, and Australia. Our sub-processors may Process Personal Data in additional jurisdictions. The actual locations of Processing depend on the Customer’s implementation of the Services. If you’re a Customer, please consult your Ordering Document or Agreement. For Customer Data Subjects, all aforementioned jurisdictions apply to Campaign Monitor’s Processing of Service Logs.
6. What are my privacy rights? An increasing number of global privacy laws are providing individuals with privacy rights. Notable among these laws are the GDPR and its various implementing laws, UK GDPR, and CPRA. Each jurisdiction provides distinct rights to the individual, so please review the Data Protection Rights for EEA, Switzerland, and UK Residents and California Privacy Rights sections of this notice to learn more about your specific rights and how to exercise them.
7. Selling and Sharing under California law. The CPRA defines specific rights for California residents to know about and control selling or sharing of their Personal Data. For more information about Campaign Monitor’s selling or sharing of Personal Data, if any, please visit the “California Privacy Rights” section of this Notice.
   • Selling: Under the CPRA, “selling” means “renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to another business or a third party for monetary or other valuable consideration.”
   • Sharing: Under the CPRA, “sharing” means making a consumer’s personal information available to a third party for cross-context behavioral advertising, whether or not for monetary or other valuable consideration.

Campaign Monitor does not sell or share your Personal Data in the provision of their Services.

CATEGORIES OF DATA SUBJECTS

This notice applies to the following categories of individuals:

1. Users of the Services. According to the Terms of Use, a User is “any person, other than Company employees or agents engaged in providing Professional Services to Customer, accessing and/or using the Services through Customer’s Account.” For instance, if your employer, our Customer, has provided you with access to the Services, this is you. This might also be you if you’re an individual, sole proprietor, or other individual who uses Campaign Monitor’s Services.
2. Customer Data Subjects. Campaign Monitor’s Customers have the ability to Process Personal Data via the Services in order to market their own goods and services to individuals who may be their prospective or current customers, or who have an otherwise established relationship with our Customers. If you receive email newsletters, SMS messages, or use our Customer’s website and/or mobile app, this might be you. Keep in mind that this list is not exhaustive, and Campaign Monitor’s product offerings may change over time.

PROCESSING DETAILS

USERS

1. Collection of Personal Data

   • Information You Provide To Us. You may submit Personal Data through the Services – for example, when you create an account to access the Services, consult with our customer success or support teams, send us an email or communicate with us in any other way. We will usually let you know prior to collection whether the provision of Personal Data we are collecting is compulsory or may be provided on a voluntary basis and the consequences, if any, of not providing the information. The information you provide to us, may include name, email address, a password, telephone number, job title, and organization name.
   • Information Collected Automatically. When you use the Services, we automatically collect certain information about your device and use of the Services. We may use cookies and other tracking technologies to collect some of this information. Our use of cookies and other tracking technologies is discussed in more detail below. To control the use of cookies, please visit the cookie preference center here.
     1. Device Information. We collect information from your device and applications you use to access our Services, such as your IP address, device attributes (for example: hardware model, operating system, web browser version, as well as unique device identifiers and characteristics), connection information (for example, name of your mobile operator or Internet Service Provider, browser type, language and time zone, and mobile phone number); and device locations (for example, internet protocol (IP) addresses and Wi-Fi information).
     2. Log data. Our web servers keep log files that record data each time a device accesses those servers and those log files contain data about the nature of each access, including originating IP addresses. We may also access metadata and other information associated with files that you upload into our Services, such as images.
     3. Information relating to your use of the Services. We collect usage data about whenever you interact with our Services, which may include the dates and times you access the Services, page views, which activities and features are used of our Services, crash logs, storage configuration settings, and technical data relating to the device(s) you are using to access and use the Services and the performance of the Services in doing so.

2. Purposes for Processing your Personal Data

   • To Provide the Services. We process your Personal Information to provide the Services as follows: i) to identify who you are, including both for identification and authentication purposes; ii) to enable you to login and access your account; iii) to respond to your inquiries; iv) to provide you with customer support; v) to send you information as part of the Services; and vi) to provide you with information about your account, including renewals and changes in Services or your account status.
   • To Customize Services to You. To help us deliver a better and more personalized experience (for example, it enables us to tailor the Services according to your interests); and to build a profile about you so as to help direct you to other relevant features and Services we offer and help you in using our Services, by making recommendations for you to optimize use of the Services.
   • To Improve Our Services. To create new Services, features, content or make recommendations; improve our Services for you and all Users; and to fix bugs and troubleshoot product functionality.
   • For Business Analytics. To infer your geographic location based on your IP address; to track behavior at the aggregate/anonymous level to identify and understand trends in the various interactions with the Services; and to conduct internal business analysis based on meta-data about usage, feature adoption and forecasting.
   • To Prevent Abuse/Illegal Activities. To screen for and prevent undesirable or abusive activity. For example, we have automated systems that screen content for phishing activities, spam, and fraud.
   • For Legal Records. To identify who you are, including both identification and authentication purposes; to carry out our obligations and enforce our rights arising from any contracts entered into between you and us (including for billing and collection); and to respond to legal requests or prevent fraud. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.

3. Disclosures. In the following limited situations, we may disclose information that we collect or that you provide to us:

   • to our contractors, service providers and other third parties who provide data processing services to us and with whom the sharing of your Personal Data is necessary to undertake the work e.g. to process billing, to analyze data, host data, to provide customer support and to deliver online and offline marketing communications about Campaign Monitor that we think will interest you.
   • as required by law, such as to comply with any court order, subpoena or other law or legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a governmental or regulatory request.
   • to enforce our rights arising from any contracts entered into between you and us and for billing and collection.
   • to employees within Campaign Monitor for customer support, marketing, technical operations, and account management purposes.
   • to a buyer or other successor in the event of a merger, sale or transfer of some or all of Campaign Monitor’s assets.

4. Lawful Basis. If you are a User resident in the EEA, Switzerland, or UK, then our legal basis for collecting and using Personal Data described above will depend on the Personal Data concerned and the specific context in which we collect it. However, where we are Processing your Personal Data for our own purposes, we normally rely on our legitimate interest to collect Personal Data from you, except where such interests are overridden by your data protection interests or fundamental rights and freedoms. Where we rely on our legitimate interests to Process your Personal Data, they include the interests described in the sections above headed “2.Purposes for Processing your Personal Data”.

   In some cases, we may rely on your consent or have a legal obligation to collect Personal Data from you or may otherwise need the Personal Data to protect your vital interests or those of another person. If we rely on consent to collect and/or Process your Personal Data, we will obtain such consent in compliance with applicable laws.

   If you have questions about or need further information concerning the legal basis on which we collect and use your Personal Data, please contact us using the contact details provided under the “Contact Us” heading below.

5. Data Retention. We retain Personal Data we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with a Service you have requested or to comply with applicable legal, tax or accounting requirements). When we have no ongoing legitimate business need to Process your Personal Data, we will either delete or anonymise Personal Data. If this is not possible (for example, because your Personal Data has been stored in backup archives), then we will securely store your Personal Data and isolate it from any further Processing until deletion is possible. We will retain information we Process on behalf of our Customers as a Data Processor for as long as needed to provide Services to our Customers (unless deletion is requested at an earlier time by the Customer) and as necessary to comply with our legal obligations, resolve disputes and enforce our agreements.

CUSTOMER DATA SUBJECTS

1. ELECTRONIC MESSAGES SENT USING THE SERVICES. This section applies when a Customer uses the Services to send electronic messages, as defined by various Laws, to its Customer Data Subjects. These messages may come in the form of emails, SMS and MMS, and other Customer messages sent via the Services.
   • Collection of Personal Data. Sending electronic messages requires the Processing of Personal Data.
     1. Information provided to us as a service provider. In order to send electronic messages, Customers provide us with email addresses, phone numbers, and other unique identifiers required to send and receive electronic messages. Additionally, Customers may provide other Personal Data, as determined by their own identified purposes, in order to:
        • customize electronic messages sent using the Services;
        • maintain their records pertaining to your Personal Data;
        • for other purposes related to their use of the Services.
     2. Information collected automatically. When electronic messages are sent, certain data is observed in the connection between the sending infrastructure (our Services) and the receiving device (your mobile device or computer). Such data includes:
        • IP Address;
        • device attributes (for example: hardware model, operating system, web browser version, as well as unique device identifiers and characteristics);
        • connection information (for example, name of your mobile operator or Internet Service Provider, browser type, language and time zone, and mobile phone number);
        • and device locations (for example, internet protocol (IP) addresses and Wi-Fi information).
   • Purposes for Processing your Personal Data. With respect to the Processing of your Personal Data to send electronic messages, we are the Data Processor and act solely on the instructions of our Customers. Therefore, our purpose is limited to carrying out the Services. Campaign Monitor does not determine the Processing of this Personal Data, except to the extent we must enforce the Terms of Use and/or Acceptable Use Policy. More details on how we may use this data can be found under Service Logs below. Customers may use electronic messages to:
     1. Market and sell their own services to you;
     2. Send transactional notifications;
     3. Otherwise support their relationship with you as their customer; and
     4. Other purposes as defined by the Customer as data controller.
2. TRACKING TECHNOLOGIES DEPLOYED BY THE SERVICES
   • Collection of Personal Data.
     1. Cookies. The Services allow Customers to use cookies to collect information such as your IP address, browser, email client type and other details of your interactions with the Services.
     2. Other Related Technologies. When you receive and engage with a User’s campaign, web beacons track certain behavior such as whether the email sent through the Services was delivered and opened. They also allow us to collect information such as your IP address, browser, email client type and other similar details. Links within these emails are tracked to show individual recipient’s clicks.
   • Purposes for Processing your Personal Data. Our Customers use this information to measure the performance of their use Services, and as otherwise determined by the Customer. Campaign Monitor does not determine the Processing of this Personal Data, except to the extent we must enforce the Terms of Use and/or Acceptable Use Policy. More details on how we may use this data can be found under Service Logs below. Customers may use tracking technologies to:
     1. Analyze and report on the success of their marketing efforts;
     2. Target you with marketing or advertising; and
     3. Other purposes as defined by the Customer as data controller.
3. DATA COLLECTION
   • Collection of Personal Data.
     1. Information you provide to the Services. The Services allow Customers to collect Personal Data directly from you through mechanisms such as landing pages, mobile applications, forms, surveys, loyalty programs, and other user experiences. Typically, this information will begin with your name and email address, extending to other Personal Data as deemed relevant by the Customer and in compliance with our Acceptable Use Policy.
     2. Information observed through your interactions with the Services. When you interact with the above listed mechanisms, Customers may collect information about your interaction with them. This observed information may inform future interactions and Processing of Personal Data.
   • Purposes for Processing your Personal Data. With respect to the Processing of your Personal Data to send electronic messages, we are the Data Processor and act solely on the instructions of our Customers. Therefore, our purpose is limited to carrying out the Services requested by our Customer. Customers may use Personal Data collected by the Services to:
     1. Identify and segment their Customer Data Subjects;
     2. Target advertisements to Customer Data Subjects;
     3. Analyze and evaluate trends in their marketing activities; and
     4. Other purposes as defined by the Customer as data controller.
4. Disclosures of Customer Data Subject Personal Data. In the following limited situations, we may disclose Customer Data Subject Personal Data to someone other than the Customer or their User(s):
   • to our contractors, service providers and other third parties who provide data processing services to us and with whom the sharing of your Personal Data is necessary to undertake the work e.g. to process billing, to analyze data, host data, to provide customer support and to deliver online and offline marketing communications about Campaign Monitor that we think will interest you.
   • as required by law, such as to comply with any court order, subpoena or other law or legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a governmental or regulatory request.
   • to enforce our rights arising from any contracts entered into between you and us and for billing and collection.
   • to our employees for customer support, marketing, technical operations, and account management purposes.
   • to a buyer or other successor in the event of a merger, sale or transfer of some or all of Campaign Monitor’s assets.
5. Lawful Basis. In the provision of its Services, Campaign Monitor acts as a data processor, service provider, or other similarly defined parties in the Law. This means that we do not determine the lawful basis when our Customers Process Personal Data using Our Services. We rely on the Customer’s instructions when Processing and intercede only when necessary to enforce our Agreement and Acceptable Use Policy, or as required by Law.
6. Data Retention. Personal Data collected in the provision of our Services is retained in accordance with the Customer’s instructions. Typically, this means it is retained for the duration of the Agreement or until we receive a valid request to delete the data. If you are a Customer Data Subject and wish to have your Personal Data deleted, please contact the Customer directly so we may assist them in carrying out your request.

Campaign Monitor as Data Controller

The Services described in this notice are provided within Processing environments controlled by Campaign Monitor. These environments may be cloud-based or physical infrastructure, single or multi-tenant, and in almost every circumstance, require additional Processing by sub-contractors or sub-processors engaged by Campaign Monitor. The proper working of these various systems necessitates the creation of Service Logs, and in limited circumstances, Campaign Monitor may process Personal Data in Service Logs as a data controller.

What are Service Logs? Service Logs are factual records of system events, created (for instance):

1. When a User accesses the Services;
2. When a Customer Data Subject receives an electronic message and/or interacts with the Services; or
3. When a User modifies or accesses Customer Data Subject Personal Data.

Why are Service Logs created? Service Logs are created for a variety of reasons – e.g., to monitor the proper function of the system(s) and diagnostics, to create an auditable record of system events to assist with system security and reliability, and as best-practice for software development – but the overall idea is that without them, we would have no way to know what’s going on within the systems. Verifying that the Services are operating normally and in a secure manner, planning for current and future resource allocation, and ensuring compliance with our legal obligations and industry best practices are all functions which rely heavily on Service Logs.

1. Our Collection of Personal Data. Personal Data is collected in Service Logs automatically whenever Personal Data is Processed by the Services software architecture. Examples of this automatic collection include:
   • Security and threat detection systems. As part of its technical and organisational measures, Campaign Monitor’s Services employ hardware and software designed to detect and/or prevent unauthorized access to the Services. These logs contain Personal Data in the form of unique system IDs, IP addresses, browser and operating system information, and other data transmitted automatically as part of the connection to our servers.
   • Transactional server logs. Within the Services, logs are kept of User logins, User actions within an account, API calls, and other system events. These logs contain unique system IDs for Users and Customer Data Subjects, IP address, browser and operating system information, and other data transmitted automatically as part of the connection to our servers.
   • Electronic message transmission. When the Services are used to deliver electronic messages, logs are created in a standardized format within the message delivery server. These logs contain email address, IP address, information about your ISP or phone carrier, as well as metadata related to the message being sent.
2. Our purposes for Processing your Personal Data. Personal Data is recorded in Service Logs to serve purposes vital to the effective and secure operation of the Services. Our purposes for Processing this Personal Data include:
   • To Improve Our Services. To create new Services, features, content or make recommendations; improve our Services for you and all Users; and to fix bugs and troubleshoot product functionality.
   • For Business Analytics. To infer your geographic location based on your IP address; to track behavior at the aggregate/anonymous level to identify and understand trends in the various interactions with the Services; and to conduct internal business analysis based on meta-data about usage, feature adoption and forecasting.
   • To Prevent Abuse/Illegal Activities. To screen for and prevent undesirable or abusive activity. For example, we have automated systems that screen content for phishing activities, spam, and fraud.
   • For Legal Records. To identify who you are, including both identification and authentication purposes; to carry out our obligations and enforce our rights arising from any contracts entered into between you and us (including for billing and collection); and to respond to legal requests or prevent fraud. If we receive a subpoena or other legal request, we may need to inspect the data we hold to determine how to respond.
3. Disclosures. In the following limited situations, we may disclose Customer Data Subject information to someone other than the Customer or their Users:
   • to our contractors, service providers and other third parties who provide data processing services to us and with whom the sharing of your Personal Data is necessary to undertake the work e.g. to process billing, to analyze data, host data, to provide customer support and to deliver online and offline marketing communications about Campaign Monitor that we think will interest you.
   • as required by law, such as to comply with any court order, subpoena or other law or legal process, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a governmental or regulatory request.
   • to enforce our rights arising from any contracts entered into between you and us and for billing and collection.
   • to our employees for customer support, marketing, technical operations, and account management purposes.
   • to a buyer or other successor in the event of a merger, sale or transfer of some or all of Campaign Monitor’s assets.
4. Lawful Basis
   • If you are a User or Customer Data Subject who is a resident in the EEA, Switzerland or UK, then our legal basis for collecting and using Personal Data described above will depend on the Personal Data concerned and the specific context in which we collect it. However, where we are processing your Personal Data for our own purposes we normally rely on our legitimate interest to collect Personal Data from you, except where such interests are overridden by your data protection interests or fundamental rights and freedoms.
   • In some cases, we may have a legal obligation to collect Personal Data from you or may otherwise need the Personal Data to protect your vital interests or those of another person.
   • If you have questions about or need further information concerning the legal basis on which we collect and use your Personal Data, please contact us using the contact details provided under the “Contact Us” heading below.
5. Data Retention
   • We retain Personal Data we collect from you where we have an ongoing legitimate business need to do so (for example, to prevent abuse or illegal activities, retain our legal records, or to comply with other applicable legal, tax or accounting requirements).
   • When we have no ongoing legitimate business need to Process your Personal Data, we will either delete or anonymise Personal Data. If this is not possible (for example, because your Personal Data has been stored in backup archives), then we will securely store your Personal Data and isolate it from any further Processing until deletion is possible.
   • To exercise your privacy rights, please follow the instructions in this notice here.

GENERAL

CHILDREN

Our Services are not intended for and may not be used by minors. “Minors” are individuals under the age of 13 (or under a higher age if permitted by the laws of their residence). We do not knowingly collect Personal Data from Minors or allow them to register for our Services. If it comes to our attention that we have collected Personal Data from a Minor, we may delete this information without notice. If you have reason to believe that this has occurred, please contact customer support.

Customers and their Users are responsible for ensuring that their emails and data collection practices comply fully with applicable children’s data privacy protection legislation, such as the United States’ Children’s Online Privacy Protection Act (“COPPA”), including where relevant by obtaining parental consent prior to the collection of Personal Data. We rely upon our Customers to disclose whether or not their use of the Services is subject to COPPA.

Third-Party Websites And Apps

This Notice only applies to the Services. We are not responsible for the privacy practices or disclosures of third parties that use or access the Services. In addition, the Services may contain links to third-party websites and apps. Any access to and use of such linked websites or apps is not governed by this Notice, but instead is governed by the privacy policies of those third parties. We are not responsible for the information practices of such third parties.

Product-Specific Notices

Twilio: Campaign Monitor’s SMS service offerings (“SMS Services”) are provided by Twilio. Customers’ use of SMS is subject to Section 8 of Campaign Monitor’s Acceptable Use Policy. Campaign Monitor will process personal data related to the SMS Services in compliance with this Services Privacy Notice and will not sell or share such personal data.

Google (OAuth): You may choose to log into your Campaign Monitor account using your Google credentials. When you do, Campaign Monitor will receive your email address, email-verification status, and unique Google account identifier to facilitate your login. This data will be used solely to provide access to your Campaign Monitor account and Campaign Monitor will not receive access to any other aspects of your Google account. All User personal data will be processed in compliance with this notice.

How Do We Keep Your Personal Information Secure?

We use appropriate technical and organizational security measures to protect any Personal Data we Process against unauthorized access, disclosure, alteration, and destruction.

Unfortunately, nobody is truly and completely safe from hackers. Although we do our best to protect your Personal Data, we cannot guarantee security; no Internet transmission can ever be guaranteed 100% secure, and so we encourage you to take care when disclosing Personal Data online and to use readily available tools, such as Internet firewalls, secure email and similar technologies to protect yourself online.

Individual Privacy Rights

For the purpose of providing its Services, Campaign Monitor acts as a data processor or service provider. It is vital that we provide appropriate technical and organizational measures to support our Customers’ obligations to an individual’s privacy rights. If you are a User of the Services and you have a question about how to facilitate individual privacy rights on behalf of a Customer Data Subject, you can find resources here. If you are a Customer Data Subject, please note that, as the data processor of your Personal Data, we are not authorized to take any action unless instructed to do so by the Data Controller.

If you believe that Campaign Monitor acts as a Data Controller of your Personal Data, you can find information on exercising your rights in the Site Privacy Notice here.

International Data Transfers

Subject to the Service Agreement and any applicable Ordering Document(s), the Services may be provided, supported, and hosted in the United States. If you are a resident of a country which requires special protections for Personal Data Processed in third countries, be aware that your information may be transferred to, stored, and processed by us in our facilities and by those third parties with whom we may share your Personal Data, in the United States and other countries. These countries may have data protection laws that are different to the laws of your country.

However, we have taken appropriate steps to require that your Personal Data will remain protected in accordance with this Notice and have implemented appropriate safeguards to require that your Personal Data will remain protected in accordance with this Privacy Notice. In particular, we implement the European Commission’s Standard Contractual Clauses (“EU SCCs”) for transfers of Personal Data between our group companies, which require all group companies to protect Personal Data they process from the EEA or UK in accordance with European Union and UK data protection law. We have implemented similar safeguards with our third party service providers and partners. Further details can be provided upon request.

Changes To This Privacy Notice

We may revise this Notice from time to time in response to changing legal, technical or business developments. The most current version of this Notice will govern our use of your Personal Data. When we update our Privacy Notice, we will take appropriate measures to inform you, consistent with the significance of the changes we make. We will obtain your consent to any material Privacy Notice changes if and where this is required by applicable data protection laws. You can see when this Notice was last updated by checking the “last updated” date displayed at the top of this Notice.

CONTACT

For general data privacy questions related to the Campaign Monitor Services, please email [email protected]. To communicate with our Data Protection Officer, please email [email protected].

If you have any questions, please contact us:

Marigold
ATTN: VP of Global Data Privacy
11 Lea Ave
Nashville, TN 37210
Email: [email protected]

September 29, 2026

1. The purpose of this Safe Harbor Policy is to create a process that enables security research into our systems while preserving a regularized method of compensating security researchers for their efforts to improve our systems.
2. We want you to responsibly disclose through our Vulnerability Disclosure Program, and don't want researchers put in fear of legal consequences because of their good faith attempts to comply with our bug bounty policy. If in doubt, ask us before engaging in any specific action you think might go outside the bounds of our policy.
3. Because both identifying and non-identifying information can put a researcher at risk, we limit what we share with third parties, as further described below.
4. If your security research as part of the bug bounty program violates certain restrictions in our site policies, the safe harbor terms permit a limited exemption.

1. Safe Harbor Terms

We consider vulnerability research conducted according to this policy to be:

1. Exempt as authorized under any applicable anti-hacking laws, and we will not initiate or support legal action against you for accidental, good-faith violations of this policy;
2. Exempt as authorized under any relevant anti-circumvention laws, and we will not bring a claim against you for circumvention of technology controls;
3. Exempt from restrictions in our Terms of Service (TOS) and/or Acceptable Usage Policy (AUP) that would interfere with conducting security research, and we waive those restrictions on a limited basis; Except:
   1. Where the use of services puts an excessive burden on the bandwidth of our services or compromises their performance;
4. Lawful, helpful to the overall security of the internet, and conducted in good faith.

You are expected, as always, to comply with all applicable laws. If legal action is initiated by a third party against you and you have complied with this policy, we will take steps to make it known that your actions were conducted in compliance with this policy.

2. Third Party Safe Harbor

If you submit a report through our bug bounty program which affects a third party service, we will limit what we share with any affected third party. We may share non-identifying content from your report with an affected third party, but only after notifying you that we intend to do so and getting the third party's written commitment that they will not pursue legal action against you or initiate contact with law enforcement based on your report.

Please note that we cannot authorize out-of-scope testing in the name of third parties, and such testing is beyond the scope of our policy. Refer to that third party's bug bounty policy, if they have one, or contact the third party either directly or through a legal representative before initiating any testing on that third party’s systems or services. This is not, and should not be understood as, any agreement on our part to defend, indemnify, or otherwise protect you from any third party claim based on your actions.

That said, if legal action is initiated by a third party, including law enforcement, against you because of your participation in this bug bounty program, and you have complied with this Safe Harbor Policy and have not acted in bad faith, upon your written request, we will inform the third party that your actions were conducted in compliance with this Safe Harbor Policy.

3. Limited Waiver of Other Site Policies

If at any time you have concerns or are uncertain whether your security research is consistent with this Safe Harbor Policy, please submit a report in advance as set forth in the security text file located here.

Note that the Safe Harbor applies only to legal claims under our control; it does not bind independent third parties.

Last updated on February 23, 2022