Last updated: May 15th, 2018

Thank you for signing up for a subscription with Persado. These Terms of Service (“Terms”) for the Persado products and services purchased or used through the Persado web application (collectively, the “Services”), is between Persado, Inc. (“Persado,” “we,” “us,” or “our”) and the entity purchasing Persado’s products and services (“Services”) (“you” or “your”).

These Terms permit you to purchase subscriptions to online software-as-a-service products and other services from Persado pursuant to any ordering documents, online registration, order descriptions or order confirmations referencing these Terms (the “Order(s)”) and sets forth the basic terms and conditions under which those products and services will be delivered. These Terms will govern your initial purchase on the date of purchase (the “Effective Date”) as well as any future purchases made by you that reference these Terms.

BY PLACING AN ORDER FOR SERVICES, CONFIRMING YOUR ACCOUNT REGISTRATION WITH US, OR ACCESSING OR USING ANY PERSADO SERVICES OR RELATED SERVICE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND BECOME A PARTY TO THESE TERMS. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF AND THE RIGHT TO BIND IT HERETO. USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS.

We may update or modify or replace these Terms, in whole or in part, from time to time. If we modify the Terms during your subscription term, the modified version will take effect upon your next subscription renewal except that: (i) changes to our Privacy Policy will take effect thirty (30) days from the date of posting; (ii) if we launch new products or optional features that require opt-in acceptance of new terms, those terms will apply upon your acceptance of those terms; and (iii) any updated or modified Terms will take effect immediately for any free trial subscription or if you accept the new terms following the modification. You may be required to click through the updated Terms to show acceptance; in any event, continued use of any trial subscription or any renewal of a subscription term following the update shall constitute acceptance of the updated Terms.

1. Description and Use of the Services

2. Your Subscription, Account and Fees

3. Proprietary Rights

4. Limited Warranty

Each party represents and warrants that: (a) it has full power and authority, and has obtained all approvals, permissions and consents necessary to enter into these Terms and to perform its obligations hereunder; (b) these Terms are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Terms do not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound. You represent and warrant to us that you own all rights, title and interest in and to the Campaign Information and Campaign Analytics Data, or that you have otherwise secured all necessary rights in the Campaign Information Campaign Analytics Data as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms.

5. Disclaimers

ALL CAMPAIGN ANALYTICS DATA AND CAMPAIGN INFORMATION IS PROVIDED BY YOU. PERSADO, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “PERSADO PARTIES”) DO NOT ENDORSE OR RECOMMEND ANY CAMPAIGN. NONE OF THE PERSADO PARTIES HAS ANY LIABILITY WITH RESPECT TO ANY CAMPAIGN ANALYTICS DATA AND CAMPAIGN INFORMATION THAT YOU PROVIDE OR FOR ANY RESULTS ACHIEVED FROM USING THE SERVICES. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND THE CAMPAIGN ANALYTICS DATA ARE PROVIDED ON AN "AS IS" AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE CANNOT PROMISE UNINTERRUPTED OR ERROR FREE SERVICE. Some states do not allow the disclaimer of implied warranties, so the above exclusion may not apply to you in whole or in part. The foregoing provision will survive termination of these Terms.

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WILL LIMIT CLAIMS FOR DAMAGES OR OTHER MONETARY RELIEF AGAINST THE OTHER PARTY TO DIRECT AND ACTUAL DAMAGES. THIS LIMITATION AND WAIVER WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCT LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR ANY OTHER THEORY. THIS MEANS THAT NEITHER PARTY WILL SEEK, AND HEREBY WAIVES ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES FROM THE OTHER PARTY. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OR RELATING THERETO, EXCEED THE AMOUNT PAID TO PERSADO BY YOU IN THE PRECEDING TWELVE (12) MONTHS.

7. Indemnification

8. Confidential Information

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Such information includes, without limitation, Campaign Information, information related to your login identifiers and credentials for your Users and the nature and performance of your marketing programs. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as expressly permitted in the Section entitled Statistical Information) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information the Receiving Party can document: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party without restriction; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required by law, provided that Receiving Party will promptly notify Disclosing Party upon learning of any such legal requirement, and cooperate with Disclosing Party in the exercise of its right to protect the confidentiality of the Confidential Information before any tribunal or governmental agency. The confidentiality obligations of these Terms, as they apply to any Confidential Information disclosed prior to termination, will survive termination of any subscription for a period of five (5) years.

9. Termination

These Terms will begin as of the Effective Date and will remain in effect until the cancellation of your subscription. We reserve the right, in our sole discretion, to suspend, terminate, change or discontinue your access to the Services for the violation of these Terms. In the event of a material breach by either party, the non-breaching party can terminate the subscription thirty (30) days after notice has been given to the breaching party and the breach has not been cured. All fees will be due and payable as of the date of termination of the subscription. You will have no access to the Services if these Terms or your subscription is terminated. All provisions of these Terms, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

10. Miscellaneous