Compaignlink
Terms of Service
Campaignware Terms of Service
Last Updated: Thursday 5 December 2024

Last updated 20 December 2024

Welcome to Campaign Link, a digital campaign creation platform that creates short links, QR codes, UTM links, combined with analytics (“Campaign Link”). These Terms of Service (“Terms”) govern your Use of Campaign Link, the service provided by Campaignware Pty Ltd ACN  622 126 603 (“Campaignware”, “we”, “our” and “us”) at the URL https://www.campaignware.com/campaignlink (“Website”) including all Data, software, applications plugins, mobile applications and other applications, Campaign Link Products and services provided from time to time on, from or through Campaign Link and the Website (together, the “Service”).

These Terms , our Privacy Policy and any other rules or guidelines that are posted onto the Website (together, this “Agreement”) is a binding contract between “you”, the user, and Campaignware, Level 9, 903/50 Clarence Street, NSW Australia 2000.You should read this Agreement carefully before you start using the Service.

‍1. DEFINITIONS AND INTERPRETATION

Definitions. In this Agreement:

Associate in relation to a party means the employees, officers, directors, contractors and agents of that party.

Business Days means a day other than a Saturday, Sunday or a public holiday in Sydney, Australia.

Campaign Link Product means the Campaign Link subscription product that you have subscribed for on the Website, as updated by you from time to time by updating your subscription as permitted on the Website.  

Commencement Date means the date that this Agreement starts.

Confidential Information of a party means the confidential, proprietary or commercially sensitive information of that party or its related bodies corporate (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information and materials in any tangible form including source code, data, designs, know-how, trade secrets, formulae, processes, techniques, methods, results, information regarding sources of supply, business plans and opportunities, business processes and methodologies, partners, clients, potential agreements and the existence, scope and activities of any research, design, development, marketing or other projects and other similar information with like characteristics, regardless of whether the information is transferred or stored in writing, visually, electronically or by any other means, which is:

  1. not generally known to the public or in the applicable trade; and
  2. either designated in writing as confidential or is of a nature that a reasonable person who deals with such information or materials would believe that the disclosing party expects it to be maintained as confidential or intends or is obligated to maintain it as confidential, 

but, in each case, does not include information which is in, or comes into, the public domain other than by the receiving party’s (or its Associate’s) breach of an obligation of confidence or of this Agreement, or which is independently known to, or developed by the receiving party (or its Associate) as evidenced by contemporaneous written records.

Connections means all equipment, facilities, devices, internet connections, network connections and telecommunications lines and services installed and used to connect to, access or use the Service (including modems, filters, cabling, telephone and data lines, routers and ethernet LAN connections, and all software used by them).

Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of opportunity or any other special, indirect or consequential loss or damage.

Content means:

  1. any information, data or content in any form or medium and includes text, software, scripts, graphics, photos, sounds, music, videos, audio-visual combinations, interactive features and other materials from time to time; and
  2. the User Content.

Corporations Act means the Corporations Act 2001 (Cth).

Data means raw data and information collected by us through the Service including the User’s industry, profession or market, IP addresses, other location tracking data and such other raw data and information from time to time.

Fee means the amount payable by you to us in relation to the Campaign Link Product for which you are subscribed at the relevant time, as set out on the Website and updated in accordance with this Agreement from time to time.  

Force Majeure Event means any event beyond a party’s reasonable control, including industrial disputes, strikes, lockouts, acts of god, pandemics and lock downs, acts or threats of terrorism or war, interruption to telecommunications services.

GST means the Goods and Services Tax as defined under the GST Act. GST Act means A New Tax system (Goods and Services Tax) Act 1999 (Cth).

Improper Use means any act of misuse of Service including: 

  1. causing degradation to, interference with use of Service by others, or circumstances which may place us in potential or actual breach of our agreement with any third party;
  1. allowing anyone other than its authorised Associates to access the Service;
  2. improperly creating or modifying records stored in or transmitted through the Service;
  3. transmitting or disseminating an attack through the Service (whether or not done knowingly),
  4. interfering with, disrupting or attempting to gain unauthorised access to any computer, system or network;

and Improperly Use has a corresponding meaning.

‍Insolvency Event means:

  1. a liquidator or provisional liquidator is appointed and the appointment is not terminated within ten (10) days; 
  2. an administrator or a controller (as defined in the Corporations Act), trustee or analogous person is appointed to it or any of its property and the appointment is not terminated within ten (10) days of it being made; 
  3. entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, being the subject of a winding up or any analogous event (in each case, except for the purposes of a corporate reconstruction or amalgamation while solvent);
  4. being unable to pay its debts or is otherwise insolvent, the taking of any step that could result in the person becoming insolvent under administration (as defined in section 9 of the Corporations Act) and the proceeding is not withdrawn, struck out, dismissed or terminated within ten (10) days of the date action is taken; 
  5. being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand.

Intellectual Property Rights means patents, rights in inventions, works of authorship, designs, databases, know-how, trade secrets, confidential information, trademarks, service marks, trade, business and domain names, logos, trade dress, assumed names, get-up and goodwill, along with copyrights, Moral Rights and any other intellectual property and proprietary rights, in each case whether registered or unregistered and including all applications and registrations for renewals, continuations, continuations in par, divisions or extensions of such rights, and all similar or equivalent rights or forms of protection in any jurisdiction now or in the future.

Moral Rights means the rights defined as “moral right” under the Copyright Act 1968 (Cth) and any other similar right capable of protection under laws of any applicable jurisdiction.

Output  means any link, QR Code, UTM, report, analysis, analytics, information, review, summaries, data, documents, summaries, chronologies, retargeting script or any other output generated by you or us during the course of you using the Service, Including without limitation the Performance Analytics. 

Performance Analytics is defined in the paragraph titled (Tracking and reporting of Data) in section 3 of these Terms. 

Personal Information means any personal data to which data protection laws apply.

Privacy Policy means our privacy policy, as updated from time to time.

Related Body Corporate has the meaning given in the Corporations Act.

Service is defined in the opening paragraph of this Agreement. 

Security Breach has the meaning given in clause 13.2 (Privacy obligations).

Start Date means the date on which the Services are first used or accessed by you. 

Updates means all corrections for defects, fixes, enhancements, refinements, changes, extensions, alterations, variations or additional minor functionality, made to the Service from time to time.

Use means access and use.

User Content means the Data, any information, data or content uploaded to the Service by you for the purposes of a campaign or activation, in any form or medium and includes website links, text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials uploaded to the Service by you, but excludes any content or data that are owned by Campaignware.

Interpretation. In this Agreement, unless the context requires otherwise: (a) a reference to a clause, schedule or exhibit is to a clause, schedule or exhibit of or to this Agreement; (b) in calculating any period of time commencing from a particular day, the period commences on the following day and the following day counts as part of that period; (c) where an expression, word or phrase is given a particular meaning, then other parts of speech based on that expression, word or phrase and other grammatical forms of that expression, word or phrase, have corresponding meanings; (d) the rule of interpretation which sometimes requires that a document be interpreted to the disadvantage of the party which put the document forward, does not apply; (e) a reference to this Agreement or any other agreement, arrangement or document, includes any variation, novation, supplementation or replacement of them; (f) where an expression is defined anywhere in this Agreement, it has the same meaning throughout; (g) headings and sub-headings are for convenience of reference only and do not affect interpretation; (h) the phrase include, includes or including, or similar phrase does not limit what else might be included; (i) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and also any subordinate legislation issued under, that legislation or legislative provision; (j) a reference to “law” means all laws, codes, guidelines and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an industry body, statutory and mandatory codes of conduct, writs, orders, injunctions, judgements, Australian generally accepted accounting principles and industry-wide non-statutory rules or obligations in force from time to time; (k) a reference to dollars or $ is to an amount in Australian currency; (l) the singular includes the plural and vice versa; (m) a reference to any party to this Agreement or to any other document or arrangement, includes that party’s legal personal representatives, substitutes (including any person taking by novation), successors and permitted assigns; (n) a reference to a person includes a body corporate, partnership, joint venture, incorporated or unincorporated association, authority, State, government, or government or quasi-government body, and vice versa; (o) any schedule, attachment or exhibit, and the description of the parties, all form part of this Agreement; (p) a reference to anything (including any amount) is a reference to the whole or any part of it (except that nothing in this provision excuses a party from performing the whole of an obligation just because they have performed part of the obligation); (q) a reference to a group of persons is a reference to any one or more of them; and (r) “in writing” includes any modes of reproducing words in legible and non-transitory form including by email or other electronic means.

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2. YOUR ACCEPTANCE OF THIS AGREEMENT 

Your acceptance of this Agreement. This Agreement is important - please read it carefully. If you do not agree with any of the terms of this Agreement, do not use the Service and you must leave the Service immediately. Your use and continuing use of the Service is an acknowledgement that you have been given a reasonable opportunity to read this Agreement; that you have in fact read this Agreement; that you understand this Agreement, and that you agree to abide by and be bound by this Agreement. 

When this Agreement applies. This Agreement applies to you if you access the Service, view Content or otherwise Use any part of the Service.

Changes to this Agreement We may update or otherwise change these Terms by giving you fourteen (14) days written notice. Any such changes will be posted to the Website, or provided to you in writing by other means. Your continuing use of the Service constitutes your agreement to be bound by any such changes. 

Questions about this Agreement. Should you have any questions in relation to this Agreement, you should contact us at help@cpnl.ink before you use the Service.

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3. LICENSE TO USE SERVICE

Our Term. This Agreement starts on the Start Date and continues until terminated in accordance with this Agreement (the “Term”). This Agreement will automatically renew:

  1. on a rolling monthly basis, if the Fees are paid monthly;
  1. on a rolling annual basis, if the Fees are paid annually; or
  2. on a rolling basis at intervals equivalent to the regular intervals at which you pay the Fees, as agreed in writing between you and us.  

Our licence to you. In consideration of your agreement to comply with this Agreement, we hereby grant you a non-exclusive, non-transferable licence to use the Service, unless we suspend or terminate your account or the Service, in each case, in accordance with this Agreement.

Your licence to us. In consideration of our agreement to provide the Service in accordance with this Agreement, you hereby grant us a non-exclusive, non-transferable, royalty-free licence to us to use the User Content, for the purposes of providing the Service to you and otherwise in accordance with this Agreement.

Nature of the Service. You acknowledge and agree that: (a) we may, at any time acting reasonably and with prior written notice to you, where possible alter, amend, interrupt, reschedule or modify all or any part of the Service; and (b) the Service may not operate on a continuous basis, and may be unavailable from time to time (including for and emergency maintenance purposes).

Service modification and availability. We reserve the right to modify the Service in whole or in part at any time in our sole discretion without any liability to you. We will use our reasonable endeavours to deliver the Service in accordance with this Agreement. Notwithstanding the foregoing, you acknowledge and agree that from time to time the Service may be inaccessible, unavailable or inoperable for any reason, including as a result of: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which we may undertake from time to time; or (c) a Force Majeure Event. We will use commercially reasonable efforts to provide the Services on a continuous basis; however, availability is not guaranteed.

Tracking and reporting of Data. We may create performance analytics and other reports from time to time based on your Data and your Use of the Service (“Performance Analytics”). We may share such Performance Analytics with third parties, including other users of the Service, provided at all times that we will anonymize of your Data used in creating any Performance Analytics that are shared with other users or third parties.  We will have no liability for malfunctions, discrepancies, or any circumstances that lead to incorrect Data or Performance Analytics.

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4. YOUR RESPONSIBILITIES AND NO RELIANCE

Registration. In order to Use the Service you must have an account with us. You can create an account online on the Website. When registering for an account, you must provide the details requested on the Website, including your name, email address and your industry. You must use your correct information and You must not impersonate any person or entity or falsely state or otherwise misrepresent and current name or your affiliation with a person or entity, employ misleading email addresses or falsify information in any part of any communication transmitted through the Service. We will handle all personal information we collect in accordance with our Privacy Policy.

‍Your password and login. You are responsible for maintaining the confidentiality of your password and login . and you must not share your password or login with any other party. You are responsible for all activities that occur under your password and login. You must not use or attempt to use another party’s password or login to access any part of the Service. You must immediately notify us at help@cpnl.ink of any unauthorised use of your password or login or any other breach or suspected breach of security in respect of the Service.

No warranty for accuracy of Content or Outputs. It is not reasonably feasible for us to review or verify the Outputs produced by the Service, and you acknowledge that we have not reviewed or verified any of the Outputs. We do not warrant, and you acknowledge and that we are not responsible or liable for the in any way for any Content or Outputs (including the accuracy, reliability, reliance on, use of or completeness of such Content or Outputs) that is used by, forms part of, stored on, accessible to, sourced by, featured on, generated or produced by the Service or Us, whether such Content or Output is provided by Us, provided by You or originating elsewhere. 

You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against us, our related bodies corporate and our Associates with respect to any Content or Outputs and, to the extent permitted by law, You agree to indemnify and hold harmless us, our Associates to the fullest extent permitted by law regarding all matters related to your use of or reliance on the Content or Outputs. 

No reliance on Outputs. You acknowledge and agree that any Output is made available to You purely for general informational purposes only and on an "as is" basis. It is not intended as advice and must not be relied upon as such. Outputs are based on Content and we do not review or verify the accuracy or reliability of any of the Content (on the basis that we do not consider it reasonably feasible or possible for us to do so). We do not warrant the accuracy, reliability or completeness of any Output. You acknowledge and agree that You must not rely on any Output and must undertake your own enquiries in relation to any matters detailed in any Output. When you use our Service, you acknowledge and agree that the Output may not be accurate, correct, complete or reliable. You should not rely on the Outputs as truth or factual information and you should not use the Output as a substitute for professional advice or assessment. You must employ human review and judgement to assess and evaluate all Outputs for accuracy, relevance and completeness.

You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against us, our related bodies corporate and our Associates with respect to any Output, and, to the extent permitted by law, You agree to indemnify and hold harmless us, our Associates to the fullest extent permitted by law regarding all matters related to any Output (including your use of or reliance on any Output). 

What you must do. At all times during the Term and when using the Service, you must (and must procure that any of your Associates using the Service through or on behalf of you):

  1. act in an honest, faithful, diligent, competent and professional manner in the performance of your obligations under this Agreement;
  1. supply (at your cost) all Connections, tools, equipment and materials necessary to access and use the Service; 
  2. not Improperly use the Service; must take all steps necessary to prevent others from Improperly Using the Service, and must use best endeavours to assist us to identify and prevent the Improper Use of the Service; and
  1. comply with all applicable laws including applicable data protection, privacy and export laws.

What You must not do. In using the Service, you must not (and must procure that any of your Associates using the Service through or on behalf of you): 

  1. reproduce, make available online or transmit (electronically or otherwise), publish, adapt, create derivative works from, distribute or redistribute, transfer, broadcast, display, sell, license, perform, link, display or exploit in any other way and in any medium any part of the Service except through the functionality offered by the Service;
  2. alter or modify any part of the Service;(c) breach any laws and regulations, or use the Service for any purpose that is unlawful or in breach of this Agreement;(d) attempt to "hack", decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Service. This includes "phishing", “mining”, accessing "hidden" URLs, attempting to trigger remote code for the purpose of accessing data or material you would not otherwise have access to;(e) upload, post, email, otherwise transmit, or post links to any advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; 
  3. knowingly transmit any virus, corrupt files or any other software or function that may damage the operation of the Service or other disabling feature to the Service, or is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of any part of the Service;
  4. use or launch any automated system, including "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
  5. circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content;
  6. access Content through any technology or means or other functionality of the Service from time to time;
  7. interfere with or inhibit other users from enjoying or using the Service;
  8. unless expressly agreed with us, use the Service for any commercial purposes including selling access to the Service, selling any Content, selling advertising, sponsorships, or promotions placed on or within the Service or Content.

Take your own precautions. You must take your own precautions to ensure that your process for accessing the Service does not expose you to risk of viruses, malicious computer code or other forms of interference which may damage your computer system. User Content must not infringe third party rights. Notwithstanding clause 6 titled (Intellectual Property), you must ensure that you are entitled to use and upload the User Content to the Service and that the User Content that you upload to the Service does not infringe any third party Intellectual Property Rights.  

You are responsible for costs. You are responsible for all costs, fees and expenses incurred directly or indirectly from accessing the Service or otherwise using the Service. This may include internet connection and usage fees and mobile telephone connection and usage fees.

Third Party Sites The Service may contain links to third party sites. We have not reviewed these websites and cannot vouch for the content on their pages. We are not responsible for the condition or content of those sites. You access those sites solely at your own risk. The links are provided solely for your convenience and do not indicate, expressly or impliedly, an endorsement, sponsorship or approval by us of the sites or the content of such sites.

Supported browsers. You acknowledge and agree that the Service is supported on the following browsers: Chrome, Safari, Firefox, Internet connection minimum 4G. As we cannot control the timing and scope of new releases from these browsers, we cannot always guarantee functionality will work as expected. In addition, you agree that we may update this list from time to time by notice in writing to you: Desktop: Chrome: Latest version Safari: Latest version Firefox: Latest version (minus 2) Internet Explorer: Not supported Internet Connection: Broadband Mobile: Chrome: Latest version (minus 2)IOS Safari: Latest version (minus 2)Internet Connection: Minimum 3G.

‍Promotional Activities. You authorise us to use and reproduce your name and trade marks (including logos) for publicity and marketing purposes. If we wish to: (a) name you in any case studies, (b) name you in connection with specific use cases, or (c) quote individuals who are commenting on our use cases, we must obtain your prior written consent. Subject to the foregoing, we and our related bodies corporate may refer to you for the purpose of publicising the products and services offered by us or our related bodies corporate from time to time, provided that: (d) any reference is strictly factual in nature and does not, either directly or by implication, create any impression that you endorse us, our related bodies corporate; and (e) we and our related bodies corporate must cease making, and use reasonable endeavours to retract or take-down, such references upon any reasonable request by you to do so.


‍5. FEES AND SUBSCRIPTIONS

Consideration and Fee. In consideration of us granting the licence to you, and the obligations set out in these Terms, you will pay the Fee to us:

  1. monthly in advance; 
  2. yearly in advance, if agreed in writing by both parties from time to time; or
  3. in advance at any other regular intervals, if agreed between the parties in writing from time to time,

in accordance with these Terms. 

All payments in USD. All payments by You to us must be made in USD, unless advised otherwise by us from time to time. Payment will be made using the Stripe payment platform (or any other platform nominated by us from time to time) in accordance with the directions provided by us from time to time. 

Changes in Fees. We may vary the Fees from time to time by notice in writing to you through the Service, by email or by any other means. Any such changes to the Fees will be posted on the Site. By continuing to use the Service after the effective date of such variation, you agree to be bound by the new Fee. 

Set-off. We may set-off against, or deduct from any payment to you under these Terms any amount which you may be liable to pay to us from time to time.

Effect of non-payment. Without prejudice to any other rights or remedies we may have, if your payment is not successfully processed on the date we attempt to take payment from you in accordance with this clause, then we may immediately suspend access to the Service and interest at a rate equal to the Reserve Bank of Australia’s cash rate target plus 5% will accrue on a daily basis until payment is made in full. In addition, You must reimburse us any debt recovery costs incurred by us. 

Refunds. Once a Fee is paid, it is not refundable, except to the extent the Fee is connected with a  special offer or promotion permitting refunds as stated on the Campaign Link Website from time to time. . 

Fees exclude GST and sales tax. Unless specified otherwise, the Fee does not include GST or any other applicable sales tax. GST or sales tax (as applicable) will be added to the Fee. 

Upgrading your subscription. You may upgrade your Campaign Link Product at any time by logging into your account on the Website, selecting the desired upgraded Campaign Link Product and following the process detailed on the Website (Upgrade Activation). Payment for any additional Fees will be processed at the time of Upgrade Activation and your access to the upgraded Campaign Link Product will begin immediately once such payment has been made by you. 

What happens if you downgrade your Campaign Link Product. You may downgrade your Campaign Link Product (Existing Subscription) at any time by logging into your account on the Website, selecting the desired downgraded Campaign Link Product (Downgraded Subscription) and following the process detailed on the Website (Downgrade Activation). The Fees applicable to the Downgraded Subscription will come into effect in the next billing cycle after the Downgrade Activation. You will lose access to the differential of any benefits, features or data between your Existing Subscription and the Downgraded Subscription immediately at the time of Downgrade Activation (ie: immediately on requesting the downgrade on the Website, not at the end of the then-current billing cycle). For example, if you were eligible for 300 links per month under your Existing Subscription and after the Downgrade Activation, you become eligible for only 30 links under the Downgraded Subscription – then at the time of Downgrade Activation you will lose access to the first 270 links you made, but the final 30 will remain). If the Downgrade Activation occurs prior to the end of the then-current billing cycle, you acknowledge and agree that you will not receive any refunds for any unused portion of your pre-paid existing Campaign Link Product.  


6.  INTELLECTUAL PROPERTY

Ownership of Intellectual Property Rights in Data. You acknowledge and agree that: the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including copyright, Campaignware owns all right, title and interest in and to (i) the Service, including all Intellectual Property Rights in the software; (ii) all Intellectual Property Rights in any anonymised Data generated or otherwise collected or processed through the Service, and the processes and algorithms applied to interpret such data and (ii) all Intellectual Property Rights contained in any benchmark measurements generated from the interpretation of or processing of anonymised Data, which the parties further acknowledge Campaignware has expended significant effort and resources to anonymise and interpret such data.

Intellectual property owned by you. Subject to the previous clause (Ownership of Intellectual Property Rights in Data, as between you and us, Campaignware shares Intellectual Property Rights in any User Content provided you have paid the Fees applicable to the Service, campaign or activation. Exceptions to this may occur if you opt for a Custom License Agreement with Campaignware in which you can retain Intellectual Property Rights for a fee.


Intellectual property created by us. You acknowledge and agree that we own all Intellectual Property Rights in anything created by us for Use in the Service (including New Features), regardless of whether it was requested by you. You agree that, as a result, we can use such Intellectual Property Rights in any further developments, upgrades or as otherwise determined by us.

Your responsibilities regarding intellectual property. You agree that you will not, and will not allow any third party to, (i) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Service, (ii) use the Service to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iii) remove, obscure, or alter our or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Service. Any reproduction or redistribution of any part of the Service is prohibited and may result in civil and criminal penalties. In addition, you must not copy the Content to any other server, location or support for publication, reproduction or distribution is expressly prohibited.

Possible Infringement.  You must: notify us immediately upon becoming aware of any direct or indirect infringement of any of our Intellectual Property Rights or claims by a third party that use of any of the intellectual property contained within the Service infringes the rights of a third party, and do all things reasonably necessary, at our cost, to assist us to prevent any prohibited or otherwise unauthorised access to or use of our Intellectual Property Rights.

Your name and marks. You authorise us to use and reproduce your name and trade marks (including logos) for publicity and marketing purposes.

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7. SUSPENTION AND TERMINATION OF USER ACCOUNTS, AND DOWNGRADING OF SUBSCRIPTIONS

Our reserved rights to determine access. We reserve the right, in our sole discretion (acting reasonably), to decide whether user activity or behaviour within the Service violates this Agreement (including copyright). 

Suspension or termination of Your access or account. We may at any time, without prior notice suspend or terminate your access and/or use of all or any part of the Service, and we may suspend or terminate your user account (or the account of any of your Associates), if, in our sole discretion (acting reasonably), we believe that:

  1. you or any of your Associates have breached this Agreement in any way;
  2. your, or your Associates’, access or use of any part of the Service may be directly or indirectly harmful to others or may otherwise violate any laws or regulations;
  1. you or any of your Associates make, or attempt to make, any arrangement for the benefit of creditors, or a voluntary or involuntary bankruptcy, insolvency or assignment for the benefit of creditors, or are the subject of any resolution or petition for winding up or judicial management (other than for the purpose of solvent amalgamation or reconstruction), or in the event any action or proceeding is instituted relating to any of the foregoing and the same is not dismissed within thirty (30) days after such institution, or if You go into liquidation or have a receiver administrator or a manager appointed over the whole or any part of your property or undertaking; or
  2. we cease to operate the Service.

In addition, if we deem it appropriate, acting reasonably, we may also report your activity or behaviour to the relevant authorities. 

What happens if we suspend or terminate your access. If we suspend or terminate your access or use of the Service, or your user account, you and any of your Associates are prohibited from continuing to access and use any part of the Service regardless of whether You are able to continue to do so. In addition, you and your Associates are not permitted to create, and you and your Associates must not create, any other accounts for access to the Service. Except as otherwise provided herein, termination for any reason shall not relieve or discharge either party from any duty, obligation or liability which was accrued as at the date of termination. For the avoidance of doubt, you will not be entitled to any refunds in relation to any Fees if we suspend or terminate your access to the Service in accordance with these Terms. 


‍Termination. Either Party may, by providing written notice to the other party of its intention to do so, terminate this Agreement with immediate effect if the other party or any of its Associates commits:

  1. a serious or persistent breach of any term of this Agreement (and, in the case of you, includes: if any amounts owing to us remain unpaid after they have become payable, breaching paragraph any of your obligations in relation to what you must and must not do, confidentiality and privacy)  and the defaulting Party fails to rectify the breach (where rectification is possible) to the reasonable satisfaction of the non-defaulting Party within 10 (ten) Business Days of the date of a notice setting out details of the breach;
  1. any act or series of acts materially detrimental to the interests of the other party including conduct which may injure the reputation of the terminating Party’s business;
  2. ceases to carry on its business in the usual manner or ceases to hold required statutory licences; or 
  3. an Insolvency Event.

Termination by you. Where this is a month-to-month agreement (ie: Fees are paid monthly in advance) you may terminate this Agreement by giving us 30 days’ prior written notice. Your access to the Service will terminate on the first day of the next billing cycle after which you provide notice of termination to us. 

What happens on termination. Upon termination of this Agreement, you must immediately stop using the Service, pay any outstanding Fees. All monies owed to us must be paid in accordance with the applicable tax invoice. 

Removal of user accounts. If you want to delete your account permanently, you must contact us help@cpnl.ink.

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8. LIABILITY AND INDEMNITY

No liability. Subject to the paragraph titled (Our Indemnity), to the full extent permitted by law, we, our related bodies corporate and our Associates expressly disclaim any and all liability in connection with:

  1. use of or reliance on the Service, any Outputs or Content;
  2. personal injury or property damage, of any nature whatsoever; 
  3. any unauthorised access to or use of our servers and/or any personal information stored therein;
  4. any alteration, amendment, interruption, rescheduling, modification or cessation of all or any part of the Service;
  5. all Content and any other information contained in any part of the Service and the removal or suspension of any Content or any other information;
  1. any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Service; 
  2. any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Service; and
  3. your inability to use or access, or the inability of any third party to use or access, the Service due to any failure, technical difficulty or connection issue relating to or in connection with any equipment required or used by you or any third party to access or use the Service,

in each case, arising from access to or use of any part of the Service whether or not caused by any negligent act or omission or resulting from any delay in removing or failure to remove Content from the Service after receiving a request for removal even if we knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.

No representations or warranties. To the full extent permitted by law, we and our Associates exclude all representations and warranties (in each case, whether express or implied) in respect of the completeness, accuracy, reliability, suitability or availability with respect to the Service, the Content, the content of any sites linked to any part of the Service, or the information contained on any part of the Service for any purpose. Any reliance you place on any such content or information is strictly at your own risk.

Your Indemnity. You indemnify and hold us and our Associates harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of or in any way connected to any: 

  1. act or thing done by us in good faith and purportedly pursuant to a right granted to us under these Terms; 
  2. breach by you or any of your Associates of any provision of these Terms; 
  3. any willful, unlawful or negligent act or omission by you; 
  4. use of the Service by you or any of your Associates; 
  5. any act or omission or information regarding any activity or event you attend as a result of using the Service; 
  6. use, failure of or reliance on any Output, Content or any aspect of the Service by you, your Associates or any third party claiming through you; or
  7. any actual or alleged infringement of any intellectual property rights in relation to any User Content.

This indemnity survives the termination of these Terms.

Our Indemnity. Subject to the paragraphs titled (Limit of our liability) and (No liability for Consequential Loss), we indemnify and hold you and your Associates harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly out of any wilful, unlawful or negligent act or omission by Us in connection with this Agreement. 

Limit of our liability. To the maximum extent permitted by law, our liability to you, your Associates or any third party claiming through you, under or in connection with this Agreement or the Service, is limited to the value of the Fees paid for the Service in the three (3) months preceding the loss, damage, breach or event giving rise to the claim or liability.

Terms subject to law. These Terms are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations. If any law prohibits the exclusion of such warranties, conditions or obligations, we limit our liability to the extent permitted by law, to the re-supply of the Service.

No limitation on your statutory rights. We make no express warranties or representations other than set out in this clause 7. Nothing in these Terms excludes, restricts or modifies any terms, conditions or warranties that are imposed or implied by any statute, including the Competition and Consumer Act 2010 (Cth). Limitations and exclusions are made only to the extent that we may legally do so.

Consumer guarantees. You may have the benefit of consumer guarantees under the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (“the ACL”),  ACL, and in such cases clauses (a) through to (c) following apply: (a) our goods come with guarantees that cannot be excluded under the ACL; (b) You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure; and (c) the benefits of this warranty are in addition to any rights and remedies imposed by Australian State and Federal legislation that cannot be excluded and where this paragraph is inconsistent with any other provision of these Terms, this paragraph will prevail. Our liability to you is limited to the options set out in this section titled (Liability and Indemnity). 

No liability for Consequential Loss. To the maximum extent permitted by law, neither party will be liable to the other under these Terms or in relation to the Services in respect of or in relation to any Consequential Loss, whether arising under statute, contract, negligence, in equity or otherwise. 

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9. WARRANTIES

Both Parties’ warranties. Each Party warrants that: (a) its execution of this Agreement has been properly authorised by all necessary corporate or other action by it; (b) it has full power (including corporate power) and lawful authority to execute and deliver this Agreement and to perform or cause to be performed its obligations under this Agreement; and (c) upon execution this Agreement constitutes a full and binding legal obligation upon it.

No warranty regarding the Services. The Service is provided “as is” and “as available”. To the extent permitted by law we do not warrant that the operation of the Service will be secure, confidential, uninterrupted or error-free.

No limitation on your statutory rights. We make no express warranties or representations other than set out in this section titled (Warranties). Nothing in this Agreement excludes, restricts or modifies any terms, conditions or warranties that are imposed or implied by any statute, including the Competition and Consumer Act 2010 (Cth). Limitations and exclusions are made only to the extent that we may legally do so.

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10. CONFIDENTIALITY 

‍Confidentiality. What you must do. You must, and must procure that each of your Associates: 

  1. keep confidential the Confidential Information; 
  2. use the Confidential Information for the sole purpose of performing your obligations under this Agreement; 
  3. not commercially exploit or be directly or indirectly involved in the commercial exploitation by any third party, of the Confidential Information; and 
  4. not disclose the Confidential Information to any person other than those of our Associates who need to know the Confidential Information, provided we ensure that all such Associates are aware of, and agree to comply with, the obligations of confidentiality set out in this section 8 titled (Confidentiality).


Treatment of Confidential Information on termination. Following the expiry or termination of this Agreement, or upon our request, you must return or destroy (at our option) all documents and other materials in any form in the possession, power or control of you or your Associates, which contain or refer to any Confidential Information and provide us with written certification confirming such return or destruction.

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11. PRIVACY

‍Receipt of our Privacy Policy. Notwithstanding any other clause or paragraph in this Agreement, You hereby acknowledge receipt of a copy of the current Privacy Policy and acknowledge and agree that we will use and disclose Personal Information (as that term is defined in the Privacy Act 1988 (Cth) in accordance with the Privacy Policy. 

Privacy obligations. You must, and must ensure each of your Associates: 

  1. comply with your obligations under applicable data protection laws to the extent that, in connection with this Agreement, you collect, store, process, disclose or transfer any Personal Information; 
  2. ensure that you have obtained all authorisations to disclose or transfer any Personal Information, including across borders; 
  3. process Personal Information only for the purpose of, or in connection with, this Agreement or to comply with applicable legal, professional, or regulatory requirements or otherwise only as permitted by applicable data protection laws; 
  4. have in place, and implement where required, an effective privacy policy and process that enables you to respond to any unauthorised access, use, or disclosure of Personal Information (“Security Breach”) in accordance with applicable data protection laws;
  5. work reasonably and cooperatively with the us to respond to any Security Breach, or any access or correction request made by an individual with respect to Personal Information about an individual held by you and (f) at or before the time or, if that is not practicable, as soon as practicable after, you collect Personal Information about an end user notify that individual that in some circumstances their Personal Information is collected by Campaignware and disclosed to you in accordance with our Privacy Policy.

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12. DISPUTE RESOLUTION

Notice of dispute. If a dispute arises in connection with this Agreement, either party may give written notice of the dispute to the other parties identifying the dispute and providing details of it. Within three (3) Business Days of the parties receiving the notice referred to in the previous paragraph the parties must meet to attempt in good faith to resolve the dispute.

Appointment of independent advisor. Where the parties fail to reach a decision or resolve the dispute under the previous paragraph within 14 (fourteen) days of the issue of the notice referred to in clause 14.1, the Issuer must appoint an independent advisor in the following 14 (fourteen) days, to attempt in good faith to resolve the dispute with the assistance of the advisor.

Final resolution of dispute. Where the parties fail to reach a decision or resolve the dispute within 28 (twenty-eight) days of the notice referred to above, either party may submit the dispute to an expert for expert determination in accordance with the current provisions of the expert determination rules as published by the Resolution Institute (to be found on its website www.iama.org.au) whose decision shall bind the parties.
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13. GENERAL 

‍No assignment. Neither party is permitted to assign, sublicense or otherwise deal in any other way with any rights or obligations under this Agreement whether in whole or in part without the prior written consent of the other party (which must not be unreasonably withheld), except as permitted under this Agreement. Any unauthorised assignment, sublicense or other dealing shall be null and void.


No Waiver. If a party does not act in relation to a breach by you of this Agreement, that party does not waive our right to act with respect to that or subsequent or similar breaches.
Entire Agreement. This Agreement and any other legal notices published by us on the Service from time to time shall constitute the entire agreement between you and us concerning the Service.

Force majeure. Neither party will not be liable to the other party for any failure to perform its obligations under this Agreement where such failure or delay is caused by a Force Majeure Event, and in the relation to our failure to perform an obligation under this Agreement – any failures or delays caused or contributed to by you.

Survival. Sections 6 (Intellectual Property), 8 (Liability and Indemnity), 9 (Warranties), 10 (Confidentiality), and 11 (Privacy) of these Terms,  together with any other paragraphs which contemplate that a party has any rights or obligations after this Agreement expire or terminate, survive the expiry or termination of this Agreement.
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Exclusion of the Vienna Sales Convention. The United Nations Convention on Contracts for the International Sale of Goods concluded in Vienna, Austria on 11 April 1980 does not apply to this Agreement or to any individual contract of sale concluded within the framework of this Agreement.

Severability. If any provision of this Agreement is held by a competent authority to be invalid or unenforceable or otherwise becomes illegal, in whole or in part, it is to be read down or severed to the extent necessary and the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected.

Governing Law This Agreement is governed by and shall be construed in accordance with the laws of New South Wales, Australia. Any dispute arising in respect of this Agreement shall be subject to the exclusive jurisdiction of the courts of New South Wales and the courts of appeal therefrom

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Feel free to contact us if you have any questions.