Campaign Agreement

This Campaign Agreement (“Agreement”) governs the purchase and use of campaign services, activation services, event services, communications services, appointment-setting services, managed campaign services, database activation services, retargeting support, and related business services offered by Go2BDC (“Go2BDC,” “we,” “us,” or “our”). By signing electronically, clicking acceptance, approving a proposal, approving an order, paying an invoice, submitting payment through our website, or otherwise authorizing Go2BDC to begin work, the client identified on the applicable order, invoice, checkout, proposal, or payment record (“Client”) agrees to be bound by this Agreement.

This Agreement is a business-to-business commercial agreement only. It is intended for businesses, dealerships, dealer groups, operators, ownership groups, and authorized representatives purchasing services for commercial purposes. It is not intended for personal, family, or household use.

This Agreement applies only to the specific campaign, event, package, activation, prepaid monthly service period, or related service scope purchased by Client. No future campaign, no future event, no future month, no renewal term, and no additional services are included unless separately approved by Go2BDC and separately paid for by Client. If Client purchases a one-time event, activation, or campaign, this Agreement applies only to that paid event, activation, or campaign. If Client purchases a monthly service period, this Agreement applies only to that prepaid monthly service period unless the parties separately agree in writing to another term or renewal structure.

1. Fees; Payment Required Before Work Begins

All fees are due in full in advance unless Go2BDC expressly agrees otherwise in writing. No campaign work, event deployment, managed activation, onboarding, setup, delivery scheduling, live execution, retargeting setup, communications workflow setup, or related service obligation begins until cleared funds are received by Go2BDC.

Go2BDC may refuse to schedule, launch, continue, or deliver any service until all required amounts have been paid in full. Any quoted pricing, records-worked level, service description, package scope, or deployment window is conditioned on timely receipt of payment and Client cooperation.

2. Final Sale; Non-Refundable Payments

All payments made to Go2BDC are final and non-refundable to the fullest extent permitted by law. Client understands and agrees that Go2BDC reserves time, personnel, delivery capacity, planning resources, workflow allocation, creative resources, technology capacity, campaign availability, and related business resources upon acceptance of the order and payment.

For that reason, once payment is made, Client shall have no right to cancel for a refund, reverse payment, demand a partial refund, demand a prorated refund, demand a service credit, or recover any amount paid, whether or not the campaign, event, or service has fully launched, whether or not Client changes its mind, whether or not Client delays approvals, and whether or not Client uses the purchased service opportunity to its full extent.

Any exception must be expressly approved by Go2BDC in a signed writing. Nothing in this Agreement limits any non-waivable rights that may apply under law.

3. Chargebacks; Payment Disputes

Client agrees not to initiate or permit any chargeback, payment dispute, reversal, offset, withholding, or clawback of any payment made to Go2BDC except in the case of a proven duplicate charge or a proven billing error made solely by Go2BDC. Any chargeback, reversal, or payment dispute initiated in violation of this Agreement constitutes a material breach of this Agreement.

If Client initiates an improper chargeback or payment dispute, Go2BDC may immediately suspend services, terminate access, recover the disputed amount, and pursue collection costs, administrative costs, attorneys’ fees, court costs, and any other remedies available under this Agreement or applicable law.

4. No Guarantee of Results

Client acknowledges that Go2BDC does not guarantee any result, outcome, sales volume, appointment count, contact rate, show rate, conversion rate, gross profit result, revenue result, return on investment, lead quality outcome, market share change, or business performance outcome.

All services are provided on a commercially reasonable efforts basis. Campaign and event performance depend on many factors outside Go2BDC’s control, including market conditions, inventory, pricing, offer strength, competitive environment, CRM quality, database quality, data accuracy, consumer behavior, staffing, follow-up speed, sales process execution, deliverability, message approval, caller reputation, carrier filtering, platform limitations, seasonal timing, and internal dealership or business execution.

Client agrees that no oral statement, website statement, presentation, estimate, example, case study, projection, benchmark range, modeled expectation, or prior result shall be treated as a guarantee.

5. Client Responsibilities; Approvals; Cooperation

Client is solely responsible for the accuracy, legality, ownership, and authorized use of all data, customer records, CRM records, contact lists, audience files, first-party data, offers, promotions, approvals, scripts, disclosures, inventory information, pricing information, compliance approvals, and business information supplied to Go2BDC.

Client is also solely responsible for its own compliance with applicable law, regulation, platform requirements, OEM requirements, carrier requirements, franchise restrictions, advertising rules, privacy obligations, consent obligations, referral program restrictions, and internal approval processes unless expressly stated otherwise in a separate written agreement signed by Go2BDC.

Client agrees to cooperate in a timely manner and to provide all approvals, materials, account access, compliance approvals, contact information, scheduling decisions, creative inputs, and business decisions reasonably needed by Go2BDC to perform the purchased services. Delays by Client do not create any refund right, credit right, extension right, or cancellation right unless Go2BDC expressly agrees otherwise in writing.

If Client delays, withholds approvals, fails to cooperate, provides incomplete information, provides inaccurate information, or becomes unresponsive, Go2BDC may pause, reschedule, modify, narrow, or close the applicable service window without refund.

6. Service Scope; Operational Discretion

Unless expressly stated otherwise in a signed writing, all timelines, launch dates, pacing expectations, staffing assumptions, delivery windows, and deployment concepts are estimates only. Go2BDC may adjust timing, sequence, workflow, pacing, channels, staffing, message order, audience handling, campaign structure, and deployment approach in its discretion based on operational judgment, client responsiveness, platform constraints, performance monitoring, legal or compliance considerations, vendor availability, or other business factors.

Go2BDC may use employees, contractors, subcontractors, software providers, communications providers, platform providers, data tools, analytics providers, advertising tools, and other third-party service providers in connection with service delivery. Client understands that some services depend in part on third-party systems and that Go2BDC is not responsible for outages, rejections, delays, suspensions, filtering, account restrictions, carrier actions, software issues, ad platform decisions, or other third-party limitations beyond Go2BDC’s reasonable control.

7. Communications; Messaging; Appointment-Setting Services

Client understands that Go2BDC’s services may include campaign planning, SMS workflows, email workflows, operational calling support, appointment-setting support, communication sequencing, retargeting support, and related managed activation functions.

Client acknowledges that communication delivery, contact rates, and appointment-setting results may be affected by third-party carrier policies, consent status, device settings, platform rules, deliverability, filtering, business hours, suppression handling, CRM quality, and other variables outside Go2BDC’s reasonable control.

Where communications depend on Client approvals, Client-provided disclaimers, Client-provided templates, or Client-provided business decisions, Client remains responsible for the content and lawfulness of those materials.

8. Client Data; Audience Rights; Platform Compliance

Client represents and warrants that it has the lawful right to provide all data, records, audience files, and contact information supplied to Go2BDC and that such information may be lawfully used for the intended business purpose. Client further represents and warrants that any first-party customer data provided for audience matching, CRM activation, customer reactivation, or related services has been collected and maintained lawfully.

Client shall not provide Go2BDC with unlawfully obtained data, unauthorized data, prohibited purchased data for restricted platform uses, or any audience file that Client does not have the right to use for the intended activation purpose.

Client remains solely responsible for determining whether any audience source, targeting method, referral source, consent record, or communications workflow is permitted under applicable law, platform terms, OEM rules, and business requirements.

9. State-Specific Referral, Brokering, Licensing, Incentive, and Dealer-Law Restrictions

This Section applies to all campaigns, promotions, referral concepts, incentive programs, communications workflows, appointment-setting activity, audience activation, and related services performed in or directed to any state, territory, or jurisdiction of the United States.

Client acknowledges that laws, regulations, dealer rules, licensing standards, OEM rules, lender rules, advertising rules, privacy requirements, consent standards, referral-fee restrictions, incentive restrictions, anti-brokering rules, anti-curbstoning rules, bird-dog rules, and related commercial restrictions may vary by jurisdiction, dealer type, vertical, transaction type, and service model.

Go2BDC does not act as, offer to act as, or agree to become a dealer, broker, motor vehicle broker, salesperson, referral service, finder, intermediary, arranger of a consumer transaction, or licensed seller in any jurisdiction where such status would require licensure, registration, approval, or would otherwise be restricted or prohibited by law.

Client shall not instruct, require, or expect Go2BDC to structure, advertise, operate, administer, or participate in any referral, bird-dog, ambassador, advocate, affiliate, lead-compensation, success-fee, transaction-fee, buyer-introduction, or similar program in a manner that could cause Go2BDC to be deemed a broker, dealer, salesperson, finder, referral service, or other regulated intermediary under any applicable federal, state, territorial, local, OEM, lender, platform, or industry rule.

Client is solely responsible for determining whether any referral-fee, customer incentive, promoter payment, advocate payment, ambassador payment, gift-card offer, success-based compensation, transaction-tied incentive, or similar program is lawful for the specific jurisdiction, dealer type, business model, and transaction type involved. Client is solely responsible for all legal review, program terms, disclosures, eligibility rules, tax treatment, accounting treatment, financing treatment, payment method, lender restrictions, OEM restrictions, and operational compliance for any such program.

Go2BDC does not provide legal advice and does not represent that any referral, incentive, ambassador, bird-dog, or similar compensation program is lawful, approved, or appropriate in any jurisdiction unless expressly stated in a separate written instrument signed by Go2BDC after Client has obtained legal review from qualified counsel.

Without limiting the foregoing, Client shall not use Go2BDC’s services in any manner that would:

(a) violate any federal, state, territorial, or local law or regulation;

(b) require Go2BDC to hold a dealer, broker, salesperson, telemarketer, referral-service, or other regulated license or registration that Go2BDC does not hold;

(c) compensate Go2BDC based on the arrangement, negotiation, or closing of a consumer retail transaction in a manner prohibited by applicable law;

(d) cause Go2BDC to be treated as participating in an unlawful referral-fee, broker, or finder arrangement;

(e) cause unlawful inclusion of any referral or incentive payment in consumer financing, lease financing, retail installment contracting, or similar payment structures where prohibited; or

(f) violate any OEM, lender, platform, carrier, marketplace, or franchise rule applicable to Client.

If any requested campaign structure, communication model, referral concept, incentive concept, compensation flow, or operational request creates actual or potential legal, regulatory, reputational, platform, OEM, lender, or licensing risk in any jurisdiction, Go2BDC may refuse the request, require modification, require separate legal review, suspend the affected workflow, narrow the scope, or terminate the affected portion of service without refund.

Nothing in this Agreement shall be interpreted to require Go2BDC to perform any activity that Go2BDC reasonably believes may be unlawful, restricted, licensable, or non-compliant in the jurisdiction involved.

10. Compliance Allocation; Nationwide Legal Responsibility

Client is solely responsible for its own compliance with all applicable federal, state, territorial, local, carrier, platform, OEM, lender, franchise, privacy, consent, advertising, telemarketing, referral, licensing, tax, rebate, sweepstakes, incentive, and consumer-protection requirements applicable to its business, its offers, its data, its communications, its promotions, and its sales process.

Go2BDC may discuss compliance-oriented workflows, appointment-setting structure, consent handling, suppression handling, pacing controls, first-party data requirements, or operational safeguards, but Client remains solely responsible for legal review and final approval of its own campaigns, referral programs, incentive concepts, communications practices, and transaction-related business decisions unless a separate written agreement expressly states otherwise.

Client acknowledges that state law may impose requirements or prohibitions beyond federal law and that a campaign, communication model, referral structure, or incentive concept that is permissible in one jurisdiction may be restricted, licensed, disclosure-dependent, or prohibited in another. Client is responsible for obtaining advice from qualified counsel regarding any state-specific or transaction-specific restriction that may apply to its business.

Nothing in this Agreement, any order, any invoice, any website statement, any deck, or any communication from Go2BDC shall be interpreted as legal advice, tax advice, regulatory advice, or a guarantee that Client’s use of any service, platform, audience source, message flow, referral concept, or campaign configuration complies with all laws or regulations applicable to Client.

11. Communications Compliance Guardrails

Client acknowledges that Go2BDC may apply communication guardrails, channel restrictions, audience restrictions, consent gating, suppression handling, and pacing controls in order to align service delivery with applicable law, platform requirements, carrier rules, and operational risk management.

Without limiting the foregoing, Go2BDC may restrict or refuse:

(a) SMS to recipients lacking documented SMS consent where consent is required;

(b) prerecorded, artificial, or AI-assisted voice outreach unless explicit documented consent exists where required;

(c) outreach outside applicable time-of-day limits;

(d) audience uploads or customer matching uses that are not supported by first-party collection rights or platform policy; and

(e) any communication flow that Go2BDC reasonably believes creates compliance or litigation risk.

Client understands that Go2BDC may suppress, pause, narrow, or modify communications workflows in order to honor opt-out requests, revocation requests, do-not-contact status, consent limitations, platform restrictions, or legal guardrails, and that such actions shall not constitute breach, delay, or service failure.

12. Limitation of Liability

To the fullest extent permitted by law, Go2BDC’s total liability arising out of or relating to any campaign, event, monthly service period, order, invoice, payment, or service provided under this Agreement shall not exceed the total amount actually paid by Client to Go2BDC for the specific campaign, event, or monthly service period that gave rise to the claim.

To the fullest extent permitted by law, Go2BDC shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including lost profits, lost revenue, lost sales, lost opportunities, reputational harm, downtime, business interruption, or loss of data, even if advised of the possibility of such damages.

13. Indemnification

Client shall defend, indemnify, and hold harmless Go2BDC and its owners, officers, managers, employees, contractors, affiliates, vendors, successors, and assigns from and against any claims, demands, actions, investigations, damages, liabilities, judgments, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Client’s data, Client’s audience sources, Client’s offers, Client’s approvals, Client’s inventory claims, Client’s advertising claims, Client’s referral program structure, Client’s compliance failures, Client’s consent practices, Client’s misuse of services, Client’s breach of this Agreement, or Client’s violation of law or third-party rights.

14. Governing Law; Venue; Jury Trial Waiver

This Agreement shall be governed by and construed under the laws of the State of New Jersey, without regard to conflict-of-law rules.

Any dispute, claim, action, or proceeding arising out of or relating to this Agreement, any order, any invoice, any payment, or any services provided by Go2BDC shall be brought exclusively in the Superior Court of New Jersey, Monmouth County, or, if federal jurisdiction exists, in the United States District Court for the District of New Jersey. Client irrevocably consents to the exclusive jurisdiction and venue of those courts and waives any objection based on inconvenient forum, improper venue, or similar doctrine.

To the fullest extent permitted by law, Client and Go2BDC each waive any right to a jury trial in any action, claim, or proceeding arising out of or relating to this Agreement, any order, any invoice, any payment, or any services provided by Go2BDC.

15. Enforcement Costs

If Go2BDC is required to enforce this Agreement or collect any amount owed, Go2BDC shall be entitled to recover, to the fullest extent permitted by law, all reasonable attorneys’ fees, collection fees, court costs, administrative costs, and enforcement expenses incurred.

16. Entire Agreement; Order Controls

This Agreement, together with any applicable invoice, order, proposal, checkout page, payment page, service description, and any signed addendum expressly accepted by Go2BDC, constitutes the entire agreement between the parties for the specific purchased campaign, event, or monthly service period.

No oral statement, prior discussion, course of dealing, email, informal message, website statement, estimate, example, or presentation shall modify this Agreement unless confirmed in a written instrument signed by Go2BDC.

17. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law, and the invalid provision shall be modified only to the minimum extent necessary to make it enforceable while preserving its intent as closely as possible.

18. Electronic Acceptance

Electronic acceptance, electronic signatures, click-through acceptance, email approval, invoice payment, and other electronic records of assent may be used to evidence acceptance of this Agreement and shall have the same force and effect as a signed writing to the fullest extent permitted by applicable law.

19. Version Control

Go2BDC may update this Campaign Agreement from time to time. The version in effect at the time of Client’s acceptance or payment shall govern the applicable purchased campaign, event, or monthly service period unless Go2BDC expressly states otherwise in writing.

20. Contact

If you have questions about this Campaign Agreement, please contact Go2BDC through the website contact page.