Campaign Agreement for service terms, payment, and responsibilities.

Effective Date: March 12, 2026

Last Updated: June 9, 2026

This Campaign Agreement (“Agreement”) governs the purchase and use of campaign services, activation services, communications services, appointment routing services, managed campaign services, CRM activation services, platform audience delivery support, reporting services, onboarding services, 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, approving a checkout, approving a service scope, approving an onboarding request, or otherwise authorizing Go2BDC to begin work, the client identified on the applicable order, invoice, checkout, proposal, payment record, or service 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, companies, 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, activation, package, prepaid monthly service period, Campaign Level, service scope, or related service purchased by Client. No future campaign, no future month, no renewal term, no additional rooftop, no additional location, no additional division, and no additional services are included unless separately approved by Go2BDC and separately paid for by Client.

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, managed activation, onboarding, setup, data review, audience preparation, creative preparation, platform preparation, delivery scheduling, live execution, communication workflow setup, reporting work, 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, Campaign Level, records-worked level, service description, package scope, deployment window, launch timeline, or service availability is conditioned on timely receipt of payment and Client cooperation.

Client is responsible for all amounts due, including any applicable taxes, processing fees, late fees, collection costs, chargeback costs, enforcement costs, and related amounts permitted by law or stated in the applicable invoice, order, checkout, or agreement.

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, account resources, vendor capacity, 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, demand an offset, demand a free extension, or recover any amount paid, whether or not the campaign or service has fully launched, whether or not Client changes its mind, whether or not Client delays approvals, whether or not Client provides required materials, whether or not Client uses the purchased service opportunity to its full extent, and whether or not Client is satisfied with the outcome.

Client acknowledges that Go2BDC does not sell results, sales, closed deals, appointment volume, revenue, return on investment, market share, or guaranteed outcomes. Client is purchasing a managed service scope, not a guaranteed business result.

Any exception to the no-refund policy 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, threaten, assist, or permit any chargeback, payment dispute, reversal, offset, withholding, clawback, bank dispute, card dispute, or payment processor dispute 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, withholding, 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, stop work, close the service window, recover the disputed amount, and pursue collection costs, administrative costs, attorneys’ fees, court costs, processing fees, lost internal time, and any other remedies available under this Agreement or applicable law.

Client agrees that dissatisfaction with results, appointment volume, sales outcome, campaign performance, platform delivery, deliverability, lead quality, show rate, internal staff performance, Client delays, Client approval issues, or Client business decisions shall not constitute a valid basis for a chargeback, reversal, refund, or payment dispute.

4. No Guarantee of Results

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

All services are provided on a commercially reasonable efforts basis. Campaign performance depends on many factors outside Go2BDC’s control, including market conditions, inventory, pricing, offer strength, dealership reputation, competitive environment, CRM quality, data quality, audience quality, data accuracy, consumer behavior, staffing, follow-up speed, sales process execution, sales team skill, appointment handling, deliverability, message approval, compliance approvals, caller reputation, carrier filtering, email filtering, platform limitations, seasonal timing, local competition, Client responsiveness, and internal dealership or business execution.

Client agrees that no oral statement, website statement, presentation, estimate, example, case study, projection, benchmark range, modeled expectation, past result, client example, internal analysis, performance discussion, or prior result shall be treated as a guarantee, warranty, promise, commitment, or assurance of future results.

Client further acknowledges that any modeled expectation, projection, benchmark, estimated range, or performance discussion is for planning and informational purposes only and may not reflect actual performance for Client’s market, audience, offer, inventory, staff, reputation, timing, or business operation.

5. Client Responsibilities; Approvals; Cooperation

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

Client is also solely responsible for its own compliance with applicable law, regulation, platform requirements, OEM requirements, lender requirements, carrier requirements, franchise restrictions, advertising rules, privacy obligations, consent obligations, referral program restrictions, incentive restrictions, employment rules, tax rules, 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, data certifications, offer approvals, legal approvals, operational decisions, 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, cancellation right, or claim for non-performance unless Go2BDC expressly agrees otherwise in writing.

If Client delays, withholds approvals, fails to cooperate, provides incomplete information, provides inaccurate information, changes direction, fails to provide materials, fails to approve required items, fails to respond, or becomes unresponsive, Go2BDC may pause, reschedule, modify, narrow, defer, close, or complete 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, deployment concepts, reporting dates, and workflow descriptions are estimates only.

Go2BDC may adjust timing, sequence, workflow, pacing, channels, staffing, message order, audience handling, campaign structure, delivery method, platform usage, reporting format, deployment approach, and operational sequence in its discretion based on operational judgment, Client responsiveness, platform constraints, performance monitoring, legal or compliance considerations, vendor availability, data quality, audience availability, deliverability, suppression results, or other business factors.

Go2BDC may use employees, contractors, subcontractors, software providers, communications providers, platform providers, data tools, analytics providers, advertising tools, hosting providers, security providers, 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, vendor changes, registry actions, routing issues, deliverability issues, data provider limitations, or other third-party limitations beyond Go2BDC’s reasonable control.

7. Communications; Messaging; Appointment Routing

Client understands that Go2BDC’s services may include campaign planning, email workflows, buyer-initiated SMS response handling, inbound communication support, operational calling support where applicable, appointment routing support, communication sequencing, platform audience delivery support, reporting, and related managed activation functions.

Client acknowledges that communication delivery, contact rates, response rates, routing results, appointment activity, and appointment outcomes may be affected by third-party carrier policies, consent status, device settings, platform rules, deliverability, filtering, business hours, suppression handling, CRM quality, data quality, email reputation, phone reputation, local market conditions, and other variables outside Go2BDC’s reasonable control.

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

Nothing in this Agreement requires Go2BDC to send any message, make any communication, use any channel, process any audience, or run any workflow that Go2BDC reasonably believes may create legal, compliance, platform, carrier, reputational, operational, or litigation risk.

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 CRM activation, prior customer activation, audience matching, communication support, platform audience delivery, or related services has been collected, maintained, disclosed, and made available to Go2BDC lawfully.

Client shall not provide Go2BDC with unlawfully obtained data, unauthorized data, prohibited purchased data for restricted platform uses, data lacking required consent, data collected without required notice, data subject to unresolved opt-out or suppression obligations, 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, data source, customer list, CRM record, communication workflow, or platform use is permitted under applicable law, privacy law, platform terms, OEM rules, lender rules, franchise rules, carrier 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 routing 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, sweepstakes rules, rebate 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, lender, finance company, insurance producer, credit repair organization, 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, credit-repair, financing, brokering, or similar program in a manner that could cause Go2BDC to be deemed a broker, dealer, salesperson, finder, referral service, lender, credit repair organization, or other regulated intermediary under any applicable federal, state, territorial, local, OEM, lender, platform, carrier, 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, rebate, coupon, discount, sweepstakes, prize, 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, consumer disclosures, advertising disclosures, and operational compliance for any such program.

Go2BDC does not provide legal advice and does not represent that any referral, incentive, ambassador, bird-dog, sweepstakes, rebate, credit, discount, 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.

Client shall not use Go2BDC’s services in any manner that would violate any federal, state, territorial, or local law or regulation; require Go2BDC to hold a dealer, broker, salesperson, telemarketer, referral-service, lender, credit repair, insurance, or other regulated license or registration that Go2BDC does not hold; compensate Go2BDC based on the arrangement, negotiation, financing, or closing of a consumer retail transaction in a manner prohibited by applicable law; cause Go2BDC to be treated as participating in an unlawful referral-fee, broker, finder, financing, or credit-repair arrangement; cause unlawful inclusion of any referral or incentive payment in consumer financing, lease financing, retail installment contracting, or similar payment structures where prohibited; or violate any OEM, lender, platform, carrier, marketplace, franchise, privacy, or advertising rule applicable to Client.

If any requested campaign structure, communication model, referral concept, incentive concept, compensation flow, offer, disclosure, or operational request creates actual or potential legal, regulatory, reputational, platform, OEM, lender, carrier, licensing, or litigation 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, non-compliant, misleading, unfair, deceptive, reputationally harmful, or commercially unreasonable 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, employment, consumer-protection, and unfair or deceptive trade practice requirements applicable to its business, offers, data, communications, promotions, and sales process.

Go2BDC may discuss compliance-oriented workflows, appointment routing structure, consent handling, suppression handling, pacing controls, first-party data requirements, platform 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, disclosures, offers, customer data, 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, incentive concept, audience source, data use, message, or offer 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, industry-specific, OEM-specific, lender-specific, platform-specific, privacy-specific, or transaction-specific restriction that may apply to its business.

Nothing in this Agreement, any order, any invoice, any website statement, any deck, any campaign material, or any communication from Go2BDC shall be interpreted as legal advice, tax advice, financial advice, regulatory advice, compliance advice, or a guarantee that Client’s use of any service, platform, audience source, message flow, referral concept, campaign configuration, offer, or transaction process 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, pacing controls, time-of-day restrictions, routing controls, and platform controls in order to align service delivery with applicable law, platform requirements, carrier rules, vendor rules, and operational risk management.

Without limiting the foregoing, Go2BDC may restrict or refuse SMS to recipients lacking documented SMS consent where consent is required; prerecorded, artificial, or AI-assisted voice outreach unless explicit documented consent exists where required; outreach outside applicable time-of-day limits; audience uploads or customer matching uses that are not supported by first-party collection rights or platform policy; any communication flow that Go2BDC reasonably believes creates compliance or litigation risk; any communication using misleading, inaccurate, unsupported, unapproved, or deceptive claims; and any message or workflow that may create unreasonable reputational, legal, platform, carrier, or consumer complaint 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, carrier restrictions, legal guardrails, or risk controls, and that such actions shall not constitute breach, delay, non-performance, or service failure.

12. Reputation, Reviews, Consumer Complaints, and Public Response Risk

Client acknowledges that any marketing, advertising, communication, offer, outreach, appointment campaign, platform audience delivery, or customer-facing activity may produce consumer questions, complaints, unsubscribes, opt-outs, negative responses, spam reports, review activity, internal staff concerns, competitor awareness, platform review, carrier filtering, or other public or private reactions.

Go2BDC is not responsible for Client’s reputation, public reviews, customer complaints, consumer reactions, online comments, social media activity, competitor response, staff response, OEM response, lender response, platform response, or market perception arising from lawful or approved campaign activity, Client-approved messaging, Client-approved offers, Client-provided data, Client-provided claims, Client’s own sales process, Client’s reputation, Client’s customer history, Client’s pricing, Client’s inventory, or Client’s operational decisions.

Client is solely responsible for the truthfulness, fairness, supportability, legality, and business appropriateness of its offers, pricing, promotions, incentives, dealership representations, inventory statements, financing statements, credit statements, trade statements, service claims, customer promises, and all other customer-facing business claims.

To the fullest extent permitted by law, Client waives and releases Go2BDC from claims based on alleged reputational harm, negative reviews, customer complaints, market reaction, competitor reaction, public response, platform filtering, carrier filtering, consumer opt-outs, consumer dissatisfaction, or internal dealership dissatisfaction arising out of or relating to Client-approved services, Client-approved messaging, Client-provided materials, Client-provided offers, Client data, Client operations, or circumstances outside Go2BDC’s reasonable control.

13. Confidentiality; No Public Client Disclosure Without Permission

Go2BDC understands that many clients prefer to keep their use of Go2BDC confidential in order to protect their competitive advantage, appointment strategy, audience strategy, campaign execution model, and market position.

Unless Client gives express written permission, Go2BDC will not publicly identify Client as a Go2BDC client on Go2BDC’s website, public case studies, public social media posts, public press releases, public ads, public sales materials, or public promotional content.

Go2BDC does this to help protect Client from competitors learning how Client is generating appointment opportunities, campaign movement, or market advantage. Client may choose, in its own discretion, to publicly state that it works with Go2BDC, share Go2BDC content, provide a testimonial, approve a case study, approve a logo use, or otherwise authorize public disclosure.

If Client chooses to publicly disclose its relationship with Go2BDC, Client is solely responsible for the content, timing, legality, approval, and business consequences of that disclosure unless Go2BDC separately approves the disclosure in writing.

Nothing in this Section prevents Go2BDC from using non-identifying, aggregated, anonymized, generalized, or de-identified information for internal reporting, operational improvement, service analysis, product development, benchmarking, or general business purposes, provided such information does not publicly identify Client without permission.

Nothing in this Section prevents Go2BDC from disclosing Client information as necessary to provide services, process payment, communicate with vendors, comply with law, respond to legal process, enforce agreements, protect rights, investigate disputes, defend claims, or operate the business in accordance with applicable confidentiality obligations.

14. Client Confidential Information and Go2BDC Materials

Each party may receive confidential, proprietary, business, operational, technical, financial, strategic, customer, campaign, or data-related information from the other party. Each party agrees to use commercially reasonable efforts to protect confidential information received from the other party and to use such information only for legitimate business purposes related to the services, unless disclosure is required by law, legal process, vendor operation, payment processing, dispute resolution, enforcement of rights, or other permitted purpose.

Go2BDC’s campaign structures, strategy frameworks, message logic, workflow structure, pricing materials, platform configuration, audience approach, operational methods, deck materials, private access materials, campaign documents, website materials, templates, code, creative direction, and related materials remain Go2BDC confidential and proprietary information unless expressly stated otherwise in writing.

Client may not copy, reproduce, distribute, disclose, reverse engineer, resell, repurpose, publish, transfer, or use Go2BDC materials, strategy, workflows, copy, deck materials, pricing models, campaign models, or proprietary methods outside the purchased service scope without Go2BDC’s prior written consent.

15. Intellectual Property

Go2BDC retains all rights, title, and interest in and to its pre-existing intellectual property, service models, systems, processes, workflows, documents, templates, code, creative materials, strategy frameworks, proprietary materials, campaign structures, copy frameworks, software configurations, and business methods.

Unless expressly agreed otherwise in writing, Client receives only a limited, non-exclusive, non-transferable right to use deliverables created specifically for Client solely for Client’s internal business use in connection with the purchased service scope.

Client grants Go2BDC a limited right to use Client’s name, brand materials, logos, offers, inventory information, contact information, business information, and approved materials as reasonably necessary to provide the purchased services, subject to the confidentiality and no-public-disclosure provisions of this Agreement.

16. Third-Party Platforms, Vendors, and Account Risk

Client understands that Go2BDC may use third-party platforms, software providers, data providers, communication tools, advertising platforms, analytics providers, CRM systems, scheduling tools, email systems, SMS systems, hosting providers, and other vendors in connection with service delivery.

Go2BDC does not control third-party platforms, carriers, registries, algorithms, policies, accounts, approvals, reviews, billing systems, technical infrastructure, or enforcement decisions. Go2BDC is not responsible for any third-party platform suspension, rejection, limitation, outage, delay, denial, account restriction, billing issue, filtering, approval failure, technical issue, policy change, or platform enforcement decision outside Go2BDC’s reasonable control.

If a third-party platform, vendor, carrier, registry, or service provider rejects, limits, delays, suspends, blocks, filters, narrows, or modifies any portion of the service, Go2BDC may adjust the service approach, substitute commercially reasonable methods, modify the workflow, narrow the scope, pause the affected portion, or continue with available alternatives without refund.

17. Data Security and No Absolute Security Guarantee

Go2BDC uses commercially reasonable administrative, technical, and operational safeguards designed to support responsible handling of information in connection with the services. However, no website, platform, vendor, communication channel, data environment, cloud system, email system, SMS system, advertising platform, or method of electronic storage or transmission can be guaranteed to be completely secure.

Go2BDC does not warrant or guarantee that unauthorized access, data loss, misuse, disclosure, interruption, attack, platform failure, vendor failure, or security incident will never occur.

Client remains responsible for its own systems, users, access controls, staff practices, CRM security, dealership security, vendor access, account permissions, data exports, and internal handling of information.

18. Suspension; Refusal; Termination

Go2BDC may suspend, pause, refuse, narrow, modify, or terminate any service, workflow, communication, audience use, platform use, campaign element, or delivery activity if Go2BDC reasonably believes that continuing may create legal risk, compliance risk, payment risk, platform risk, carrier risk, vendor risk, reputational risk, security risk, operational risk, or other business risk.

Go2BDC may also suspend or terminate services if Client breaches this Agreement, fails to pay, initiates a chargeback, provides unlawful or unauthorized data, fails to cooperate, fails to provide approvals, provides inaccurate information, requests unlawful activity, misuses Go2BDC materials, violates platform rules, violates applicable law, or acts in a manner that Go2BDC reasonably believes may harm Go2BDC, its vendors, its systems, its personnel, its other clients, or its business reputation.

Suspension, refusal, narrowing, modification, or termination under this Section shall not create any refund, credit, damages, extension, or reimbursement obligation unless expressly required by law.

19. Limitation of Liability

To the fullest extent permitted by law, Go2BDC’s total liability arising out of or relating to any campaign, monthly service period, order, invoice, payment, service, communication, workflow, platform activity, or deliverable provided under this Agreement shall not exceed the total amount actually paid by Client to Go2BDC for the specific campaign 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, lost goodwill, reputational harm, customer complaints, online reviews, platform restrictions, downtime, business interruption, loss of data, loss of market position, loss of competitive advantage, procurement costs, or replacement costs, even if advised of the possibility of such damages.

Any claim arising out of or relating to this Agreement or the services must be brought within one year after the event giving rise to the claim, unless a shorter period applies by law or a longer period is required and cannot be waived under applicable law.

20. 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, subpoenas, regulatory inquiries, complaints, damages, liabilities, judgments, losses, fines, penalties, settlements, 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 pricing claims, Client’s advertising claims, Client’s referral program structure, Client’s incentive structure, Client’s compliance failures, Client’s consent practices, Client’s sales process, Client’s customer handling, Client’s staff conduct, Client’s reputation, Client’s misuse of services, Client’s breach of this Agreement, or Client’s violation of law, platform rules, OEM rules, lender rules, carrier rules, vendor rules, or third-party rights.

Client’s indemnification obligations include claims brought by consumers, customers, prospects, employees, regulators, agencies, platforms, carriers, OEMs, lenders, vendors, competitors, data subjects, or other third parties to the extent arising out of or relating to Client’s obligations, materials, data, approvals, instructions, conduct, business operations, or breach of this Agreement.

21. 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, except to the extent a specific law mandatorily applies and cannot be waived.

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, lack of personal jurisdiction, 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.

22. Class Action and Collective Action Waiver

To the fullest extent permitted by law, Client and Go2BDC agree that any dispute, claim, or proceeding shall be brought only on an individual basis and not as a plaintiff, claimant, representative, or class member in any purported class, collective, consolidated, representative, private attorney general, or similar proceeding.

The parties agree that no dispute may be combined or consolidated with the dispute of any other person or entity unless both parties expressly agree in writing or unless such waiver is prohibited by applicable law.

23. Enforcement Costs

If Go2BDC is required to enforce this Agreement, defend against an improper claim, respond to an improper chargeback, collect any amount owed, recover unpaid amounts, or protect its rights, Go2BDC shall be entitled to recover, to the fullest extent permitted by law, all reasonable attorneys’ fees, collection fees, court costs, administrative costs, chargeback fees, payment processor fees, and enforcement expenses incurred.

24. Entire Agreement; Order Controls

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

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

If there is a conflict between this Agreement and an invoice, order, proposal, checkout page, or payment page, the more protective provision for Go2BDC shall control unless expressly stated otherwise in a signed writing by Go2BDC.

25. 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.

26. No Waiver

No waiver by Go2BDC of any breach, term, condition, right, or provision under this Agreement shall be deemed a continuing waiver or a waiver of any other breach, term, condition, right, or provision. Any failure by Go2BDC to enforce any right or provision under this Agreement shall not constitute a waiver of that right or provision.

27. Assignment

Client may not assign, transfer, delegate, resell, or sublicense this Agreement or any purchased service without Go2BDC’s prior written consent. Go2BDC may assign or transfer this Agreement in connection with a merger, acquisition, restructuring, sale of assets, change of control, affiliate transfer, or business reorganization.

28. Force Majeure

Go2BDC shall not be liable for any delay, failure, interruption, or inability to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, labor issues, power outages, internet outages, carrier issues, platform outages, vendor failures, software failures, cyber incidents, government action, legal changes, regulatory changes, war, terrorism, civil unrest, public health events, supply chain issues, or other events beyond Go2BDC’s reasonable control.

29. Electronic Acceptance

Electronic acceptance, electronic signatures, click-through acceptance, email approval, text approval, invoice payment, checkout approval, payment authorization, 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.

30. 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 or monthly service period unless Go2BDC expressly states otherwise in writing or unless a later version is expressly incorporated into a subsequent purchase, renewal, or written agreement.

31. Contact

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