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Campaigns & Elections

CAMPAIGNS & ELECTIONS COMMERCIAL TERMS AND CONDITIONS
-July 25, 2023

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR SERVICES (AS DEFINED HEREIN), YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS. 

YOU MAY NOT ORDER OR OBTAIN SERVICES FROM CAMPAIGNS & ELECTIONS (AS DEFINED HEREIN) IF YOU (A) DO NOT AGREE TO THESE TERMS, OR (B) ARE NOT THE OLDER OF (I) AT LEAST 18 YEARS OF AGE OR (II) LEGAL AGE TO FORM A BINDING CONTRACT WITH CAMPAIGNS & ELECTIONS.

  1. Applicability.
    1. These terms and conditions for services (these “Terms”) govern the provision of services by Political World Communications, LLC (referred herein to as “Campaigns & Elections,” “us,” “we,” or “our” as the context may require) to the individual or entity set forth on the Order Confirmation (as defined herein) (“Customer” or “you”). These Terms are subject to change by Campaigns & Elections without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on our website, www.campaignsandelections.com (the “Website”). You should review the most recent version of these Terms prior to purchasing any services that are available from us, whether through the Website or otherwise, as the most recent version of these Terms are what will apply to each Order Confirmation, and our Terms may have been changed since your last order. For the avoidance of doubt, the Customer should print and retain a copy of these Terms as at the “Last Updated Date” when the Customer signs any Order Confirmation so you have a record of the Terms as they relate to the Customer’s Order Confirmation. 
    2. The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control.
    3. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, on, with or pursuant to such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.  By entering into this Agreement, Customer hereby acknowledges, agrees to and accepts these Terms.
  2. Services. Campaigns & Elections shall provide the services to Customer as described in the Order Confirmation (the “Services”) in accordance with these Terms.
  3. Performance Dates. Campaigns & Elections shall use reasonable efforts to meet any performance dates specified in the Order Confirmation.  Customer hereby acknowledges and agrees that absent any express agreement to the alternative in the applicable Order Confirmation, any such performance dates are to be considered estimates only and the provision of any Services by Campaigns & Elections after such dates shall not be considered a breach or default under this Agreement.
  4. Customer’s Obligations. Customer shall:
    1. both generally and pursuant to Campaigns & Elections’ requests, cooperate with Campaigns & Elections in all matters relating to the Services;
    2. respond promptly to any Campaigns & Elections request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Campaigns & Elections to perform Services in accordance with these Terms or the requirements of the Order Confirmation;
    3. provide such Customer materials or information as Campaigns & Elections may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
    4. obtain and maintain all necessary licenses and consents and comply with all third-party obligations, contracted or otherwise, and all applicable laws in relation to the Services before the date on which the Services are to start.
  5. Each Party’s Acts or Omissions. If either party’s performance of its obligations under this Agreement is prevented or delayed by any act or omission, intentionally or otherwise, of the other party or its agents, subcontractors, consultants, or employees, including, but not limited, to the Customer obligations set forth in Section 4, the other party shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by party, in each case, to the extent arising directly or indirectly from such prevention or delay.
  6. Advertising Services. To the extent the Services relate to advertising or digital content, the following terms shall apply:
    1. Customer shall provide Campaigns & Elections with all creative content for the Services, unless otherwise set forth in the Order Confirmation; and
    2. Campaigns & Elections shall have the right, in its sole and absolute discretion, to deny the use of any creative content provided by Customer without giving reason for such denial. The denial of creative content shall not, for any reason, be considered a release of Customer’s payment obligations under this Agreement.
  7. Sponsorship Services. To the extent the Services relate to the sponsorship of an event, the following terms shall apply:
    1. unless otherwise agreed to in writing by Campaigns & Elections, Customer may not bring guests to the applicable event without an admission ticket;
    2. Campaigns & Elections shall have the right, in its sole and absolute discretion, to remove any event attendee from attendance for any reason;
    3. Campaigns & Elections shall have the right, in its sole and absolute discretion, to deny the use of any creative content provided by Customer without giving reason for such denial. The denial of creative content shall not, for any reason, be considered a release of Customer’s payment obligations under this Agreement;
    4. Campaigns & Elections shall have the right to require Customer to remove signage, images, or other items, including, but not limited to, giveaway items, from the premises if Campaigns & Elections determines such signage, images, or other items to be inappropriate or offensive, in its sole and absolute discretion;
    5. Customer shall be solely responsible for the costs of shipping and handling for any display or giveaway materials necessary for the event; 
    6. to the extent event attendees have expressly provided consent for the release of such information, Customer shall have the right to receive the names, e-mail addresses and employer names (to the extent each is available) of such attendees.  Notwithstanding the foregoing, Customer covenants and agrees not to add any such person to an e-mail marketing list that consists of more than one person. Should Customer use the information provided to Customer under this Section 7(f) for a purpose in violation of the prohibitions set forth herein, Customer shall (i) destroy any and all information provided hereunder from its records, whether electronic or otherwise, (ii) certify such destruction in writing to Campaign & Elections, and (iii) forfeit the right to receive similar information from future events; and
    7.   to the extent the event set forth in Customer’s Order Confirmation is rescheduled or cancelled for any reason, Campaigns & Elections shall notify Customer as promptly as practicable.  In the event of cancellation, Customer shall be entitled to a credit in the amount of the applicable sponsorship fee paid or payable to Campaigns & Elections for use within the same calendar year. Customer hereby acknowledges and agrees that Customer shall not be entitled to a refund of any or all of its sponsorship fee paid or payable to Campaigns & Elections as a result of the rescheduling or cancellation of a sponsored event.
  8. Change Orders.
    1. If Customer wishes to change the scope or performance of the Services, it shall submit details of the requested change to Campaigns & Elections in writing. Campaigns & Elections shall, within a reasonable time after such request, provide a written estimate to Customer of:
      1. the likely time required to implement the change;
      2. any necessary variations to the fees and other charges for the Services arising from the change;
      3. the likely effect of the change on the Services; and
      4. any other impact the change might have on the performance of this Agreement.
    2. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing. For purposes of clarification, Campaign & Elections is not obligated to accept any request for a Change Order and may, in its sole and absolute discretion, decline any such request.  
    3. Campaigns & Elections may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Order Confirmation.
  9. Fees and Expenses; Payment Terms; Interest on Late Payments.
    1. In consideration of the provision of the Services by Campaigns & Elections and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation.
    2. Each party shall bear its own out-of  pocket expenses in connection with the performance of the Services.
    3. Customer shall pay all invoiced amounts due to Campaigns & Elections in US dollars by the payment method Campaigns & Elections chooses to specify as follows:
      1. If Customer has not previously engaged Campaigns & Elections for any Services, Customer shall pay all invoiced amounts prior to the anticipated delivery date for such Services; or
      2. If Customer has previously purchased Services from Campaigns & Election, Customer shall pay all invoiced amounts within thirty (30) days from the date of the Order Confirmation. 
    4. In the event payments are not received by Campaigns & Elections on the date such payments have become due, Campaigns & Elections may:
      1. rescind any discount applied to the applicable Order Confirmation and charge Customer the full, non-discounted amount for such Services;
      2. charge interest on any such unpaid amounts, including any amount added to Customer’s original balance pursuant to Section 9(d)(i), at a rate of one and one-half percent (1%) per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
      3. suspend performance for all Services until payment has been made in full.
  10. Buyer’s Guide Auto-Renewal. By purchasing a Buyer’s Guide listing on the Campaigns & Elections website, you agree that your listing will automatically renew for an additional one-year term unless you provide written notice of cancellation via email to grow@campaignsandelections.com at least 30 days prior to the end of your current listing term. Failure to provide timely notice of cancellation will result in automatic renewal of your Buyer’s Guide listing for another year, and you will be obligated to pay the applicable fee for the renewed term.
  11. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.
  12. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Campaigns & Elections in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the “Deliverables”) except for any Confidential Information of Customer or Customer materials shall be owned by Campaigns & Elections. Campaigns & Elections hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. Customer shall not have the right to use any Campaigns & Elections Intellectual Property Rights outside of such rights granted with respect to the Deliverables, including, but not limited to the “Campaigns & Elections” trademark, trade name or logo.
  13. Confidential Information.
    1. All non-public, confidential or proprietary information of each party, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by one party to the other, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by the other party without the prior written consent of the disclosing party. Confidential Information does not include information that is:
      1.  in the public domain;
      2. known to the receiving party at the time of disclosure; or
      3. rightfully obtained by the receiving party on a non-confidential basis from a third party.
    2. Each party agrees to use the Confidential Information only to perform its obligations under this agreement.
    3. Campaigns & Elections shall be entitled to injunctive relief for any violation of this Section.
  14. Exclusive Remedy.  CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND CAMPAIGNS & ELECTIONS’ ENTIRE LIABILITY FOR ANY BREACH HEREUNDER SHALL BEA CREDIT TO CUSTOMER FOR THE PRICE OF SUCH SERVICES AT THE RATE AGREED TO IN THE ORDER CONFIRMATION. 
  15. Disclaimer of Warranties. CAMPAIGNS & ELECTIONS MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  16. Limitation of Liability.
    1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO CAMPAIGNS & ELECTIONS PURSUANT TO THE APPLICABLE ORDER CONFIRMATION.
  17. Termination. Customer may not terminate an Order Confirmation for any reason. Should Campaigns & Elections terminate the Order Confirmation for any reason other than those listed in 17 (a)-(c) below, then the Customer shall receive a refund or credit for any and all amounts paid under this Agreement and shall no longer be required to make any further payments. In addition to any remedies that may be provided herein, Campaigns & Elections may terminate the Order Confirmation with immediate effect upon written notice to Customer for any reason, including, but not limited to, if Customer:
    1. fails to pay any amount when due under this Agreement and such failure continues for sixty (60) days after Customer’s receipt of written notice of nonpayment;
    2. has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
    3. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
  18. Waiver. No waiver by Campaigns & Elections of any of the provisions within these Terms is effective unless explicitly set forth in writing and signed by Campaigns & Elections. In no event shall Campaigns & Elections’ failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement be construed as a waiver thereof. In no event shall Campaigns & Elections’ single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  19. Force Majeure. Each party shall not be liable or responsible to the other party, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term of the Order Confirmation or contained herein when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of such party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
  20. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under the Order Confirmation or as set forth herein without the prior written consent of Campaigns & Elections ab initio. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations to Campaigns & Elections.
  21. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  22. Governing Law. All matters arising out of or relating to the Order Confirmation or these Terms are governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia.
  23. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Virginia in each case located in the City of Arlington and County of Arlington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  24. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided herein, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  25. Severability. If any term or provision herein is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction.

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