Campaign Agreement

Agreement Overview

This Campaign Agreement is a binding business agreement between capture 5 and the business, organization, owner, manager, authorized representative, purchaser, or account holder that purchases, approves, pays for, or uses a capture 5 plan.

In this Agreement, “capture 5,” “we,” “us,” and “our” refer to capture 5. “Client,” “you,” “your,” and “business” refer to the person or entity purchasing, authorizing, or using the services.

This Agreement works together with the Terms of Use, Privacy Policy, Cookie Policy, Email Terms, Opt-Out Policy, Disclaimer, Review Platform Disclaimer, Data Processing Addendum, checkout terms, invoice, order form, statement of work, and other accepted service documents.

Acceptance by Checkout, Signature, Payment, or Use

The client accepts this Agreement when an authorized representative checks an agreement box, selects a paid plan, submits payment, places a payment method on file, approves an invoice, signs an order, approves a proposal, provides customer information, authorizes onboarding, accesses a client portal, or uses the services.

The person accepting this Agreement represents that they have the authority to bind the business identified in the checkout, invoice, account, order form, or service documents.

Business Use Only

capture 5 is a business-to-business service. The client represents that it is purchasing the services for business, commercial, professional, or organizational purposes and not for personal, family, or household use.

• The person accepting the Agreement is at least 18 years old.
• The person accepting the Agreement is legally able to enter into it.
• The person accepting the Agreement has authority to bind the client business.
• The client is responsible for its employees, contractors, users, agents, and representatives.
• The client is responsible for payment obligations created through checkout, invoice approval, payment authorization, written approval, or service use.

Services Covered by This Agreement

capture 5 provides managed reputation services for businesses. The selected plan, customer volume, price, billing date, locations, platform coverage, add-ons, and included services are identified on the pricing page, checkout page, invoice, order form, proposal, or other accepted service document.

Services may include:

• Email-based customer review outreach.
• Human Trust Video placement.
• Neutral customer review requests.
• Approved review-destination routing.
• A direct customer contact path back to the client business.
• Unsubscribe, suppression, bounce, and complaint handling.
• Review monitoring where platform access and the selected plan support it.
• Professional response preparation or posting where authorized and supported.
• Customer concern visibility, notifications, reporting, performance oversight, and account support.
• Onboarding, account preparation, business voice setup, review-link configuration, and service management.

Standard plans do not include setup fees. Custom, enterprise, multi-location, integration, or specially requested work may have separate fees when those fees are disclosed and accepted in writing.

90-Day Initial Service Term

Unless an accepted order document states otherwise, standard paid capture 5 plans begin with a minimum 90-day initial service term.

The initial term begins on the service-start date stated in the accepted order document. When no separate service-start date is stated, the term begins on the date the paid plan is purchased or approved.

• Monthly charges remain due throughout the initial term.
• Stopping use of the service does not end the initial term.
• Failure to complete onboarding does not end the initial term.
• Failure to provide usable customer information does not end the initial term.
• Failure to approve video, links, messaging, or account configuration does not end the initial term.
• Dissatisfaction with results does not automatically end the initial term.
• A payment dispute, expired card, blocked card, or failed payment does not end the initial term.
• Suspension for breach, nonpayment, prohibited customer information, or unacceptable risk does not automatically waive amounts due during the initial term.

Recurring Payment Authorization

By submitting a payment method or approving a paid plan, the client authorizes capture 5 and its authorized payment processors to charge the payment method for amounts due under the selected plan.

Authorized amounts may include recurring monthly plan fees, approved add-ons, separately accepted custom work, applicable taxes, failed-payment balances, valid chargeback balances, and other amounts properly due under accepted service documents.

• Recurring charges may be processed without a separate signature for each scheduled charge.
• The client must maintain a valid payment method during the service term.
• capture 5 may retry a failed payment.
• Updated or replacement payment credentials supplied by the client or made available through authorized card-network or payment-provider services may be used where permitted.
• The client is responsible for bank, currency-conversion, tax, VAT, GST, withholding, and financial-institution charges imposed independently of capture 5.
• Unless an accepted order document states otherwise, amounts are billed in United States dollars.

Payment authorization continues until the service is properly cancelled, all minimum-term obligations have ended, and all outstanding balances have been resolved.

Failed Payments and Chargebacks

A failed payment, expired payment method, blocked charge, stop-payment instruction, payment reversal, or chargeback involving a valid amount due may constitute a material breach of this Agreement.

• capture 5 may pause, suspend, limit, or stop service.
• capture 5 may withhold reports, account work, response support, or other deliverables while the account is delinquent.
• capture 5 may require an updated payment method, prepayment, or cleared funds before service resumes.
• capture 5 may declare unpaid monthly charges remaining in the initial term immediately due when permitted by law and the accepted order documents.
• capture 5 may recover reasonable collection costs, processor fees, chargeback fees, court costs, arbitration fees, and legal fees when permitted by law and awarded or properly recoverable.
• capture 5 may submit a valid unpaid balance to a collection provider or pursue recovery through an available legal process.

Refunds and Credits

Except where required by law or expressly stated in an accepted written agreement, fees billed and paid for capture 5 services are non-refundable.

Fees may remain due when capture 5 has reserved service capacity, prepared the account, completed onboarding work, configured the service, maintained platform or account resources, or otherwise performed the agreed work.

• No automatic refund for unused service time.
• No automatic refund for client-side delays.
• No automatic refund for missing, inaccurate, or unusable customer information supplied by the client.
• No automatic refund for customer nonresponse.
• No automatic refund for reviews that are filtered, delayed, unpublished, hidden, or removed by an independent platform.
• No automatic refund because a rating, review, response, or platform result differs from the client’s expectations.
• No automatic refund for suspension caused by nonpayment, prohibited information, unlawful instructions, serious deliverability problems, or a material breach.
• No automatic refund because the client changes vendors, management, ownership, operations, or business direction.

Nothing in this section removes a mandatory right or remedy that cannot legally be waived.

Cancellation and Renewal

Cancellation requests must be submitted in writing to [email protected] or through another official cancellation method stated in the client’s account or accepted order documents.

Social media messages, comments, verbal statements, unsupported third-party messages, or informal discussions do not cancel service unless capture 5 confirms the cancellation in writing.

• A cancellation request during the 90-day initial term does not automatically remove charges due during that term.
• A cancellation request during the initial term may be treated as a request not to renew after the initial term.
• After the initial term, standard plans continue month-to-month unless the accepted order documents state otherwise.
• A valid month-to-month cancellation becomes effective at the end of the then-current paid billing period unless a different effective date is required by law or stated in an accepted order document.
• Cancellation stops eligible future renewal charges after the effective cancellation date.
• Cancellation does not waive unpaid balances, valid chargeback balances, or amounts already due.

Onboarding, Client Delays, and Cooperation

The client must provide the information, approvals, access, customer records, review links, business details, Human Trust Video direction, contact paths, and cooperation reasonably needed to prepare and operate the service.

• Client delays do not automatically pause billing.
• Client delays do not extend the initial term unless capture 5 agrees in writing.
• Client delays do not automatically create refund rights.
• Failure to provide usable customer information does not automatically waive payment obligations.
• Failure to approve links, video, wording, account access, or configuration does not automatically waive payment obligations.
• Client-side platform, listing, profile, employee, account-access, or internal approval problems do not automatically waive payment obligations.

capture 5 may proceed using available approved information, request missing items, pause affected work, or suspend service when client delays create legal, privacy, security, platform, deliverability, or customer-experience risk.

Customer Information and Client Responsibility

capture 5 uses limited first-party customer information supplied by the client to provide the managed reputation service. Standard customer records are generally limited to the customer’s name and email address.

The client owns and controls the underlying customer relationship and remains responsible for the lawful source and use of customer information.

• Submit only people who had a genuine customer experience with the client business.
• Maintain the consent, permission, notice, lawful basis, or other authority required for the processing and communication.
• Do not submit purchased, rented, scraped, brokered, cold-prospect, competitor, or unrelated lists.
• Do not submit sensitive personal information unless a separate signed agreement expressly permits it.
• Do not submit customers whose applicable opt-out, objection, or do-not-contact request must be honored.
• Promptly report opt-outs, suppression requests, corrections, restrictions, deletion requests, privacy requests, and relevant customer complaints.

Neutral Review Standards and Platform Limitations

capture 5 supports neutral post-experience review outreach. Eligible customers receive an honest opportunity to provide feedback and may receive a direct way to contact the business when they need help.

• capture 5 does not select customers based on an expected rating.
• capture 5 does not gate review access based on sentiment.
• capture 5 does not pre-screen customers before providing a review opportunity.
• capture 5 does not suppress unfavorable feedback.
• capture 5 does not route only favorable customers to public review platforms.
• capture 5 does not prevent dissatisfied customers from accessing approved review destinations.
• capture 5 does not create fake customer reviews.
• capture 5 does not offer incentives in exchange for positive reviews.
• capture 5 does not guarantee positive reviews, particular ratings, review volume, ranking improvement, or platform publication.

Independent review platforms control their own filtering, moderation, ranking, publishing, account, display, and enforcement decisions.

Plan Volume and Service Capacity

Plan names and customer volumes describe the service level selected by the client. Actual use of service capacity depends on usable customer information, data quality, suppression records, unsubscribe records, bounce risk, deliverability, account readiness, platform access, and other operational factors.

• Unused monthly capacity does not roll over unless an accepted order document states otherwise.
• Plan capacity does not guarantee that every submitted customer record will be used.
• capture 5 may reject or suppress invalid, duplicative, bounced, unsubscribed, incomplete, risky, unauthorized, or unlawful records.
• capture 5 may adjust timing, sequencing, delivery, or operational processing for compliance, deliverability, security, quality, or service-management reasons.

Right to Refuse, Pause, Suspend, or Stop Service

capture 5 may refuse, pause, restrict, suspend, or terminate all or part of the service when continued service creates material payment, legal, privacy, security, platform, deliverability, reputation, customer-experience, vendor, or operational risk.

• Nonpayment, failed payment, blocked payment, or chargeback activity involving valid charges.
• Improper customer information or prohibited lists.
• High bounce rates, complaints, spam reports, or serious deliverability concerns.
• Requests to gate, filter, fabricate, manipulate, improperly incentivize, or suppress reviews.
• False, deceptive, unlawful, abusive, threatening, or unsafe instructions.
• Failure to cooperate or provide required information.
• Fraudulent, abusive, unlawful, or unsafe client conduct.
• Restrictions imposed by payment, email, hosting, security, platform, or other service providers.

A suspension or termination caused by breach, nonpayment, prohibited information, or unacceptable risk does not automatically waive valid unpaid balances or amounts due during an agreed initial term.

Intellectual Property and Service Materials

capture 5 owns or licenses its website, software, systems, templates, message structures, designs, code, processes, methods, reports, documents, service configuration, and proprietary materials.

The client retains ownership of client-provided names, logos, brand assets, video, business information, and other materials supplied by the client.

• The client may not copy, resell, reverse engineer, reproduce, disclose, sublicense, or create a competing service from capture 5 proprietary materials.
• The client grants capture 5 the limited permission needed to use client materials to provide the services.
• capture 5 may display or reference client materials publicly only when permitted by law, written agreement, or client approval.
• Access to unpaid service materials may be restricted while valid amounts remain overdue.

Confidentiality

Each party may receive confidential business, customer, financial, technical, operational, strategic, security, or service information from the other party.

Each party agrees to use reasonable care to protect the other party’s confidential information and to use it only for the business relationship, service performance, legal compliance, security, billing, support, dispute resolution, or another authorized purpose.

capture 5 may use aggregated or de-identified operational information to improve services, measure performance, maintain security, create internal benchmarks, and support business operations when the information does not reasonably identify an individual customer.

Taxes and Payment-Provider Charges

The client is responsible for applicable sales taxes, use taxes, VAT, GST, duties, withholding, banking charges, currency-conversion charges, cross-border fees, card fees, and government charges relating to the purchase or use of capture 5 services.

• capture 5 may collect and remit taxes where required.
• When withholding is legally required, the client must provide appropriate documentation and cooperate with applicable tax requirements.
• International clients are responsible for ensuring payment can be processed in the currency stated in the accepted order documents.

International Clients

capture 5 operates from the United States, including New Jersey.

Serving businesses across the United States, United Kingdom, Canada, Australia, New Zealand, Ireland, and English speaking countries does not mean capture 5 maintains a legal entity, office, tax registration, government approval, professional license, or platform partnership in every market.

• International clients must determine whether their use of capture 5 is lawful in their jurisdiction.
• International clients remain responsible for local privacy, electronic-message, consumer-protection, advertising, review, tax, professional, and platform requirements.
• Client-provided information may be processed in the United States or through authorized providers operating in other countries.
• Platform coverage and functionality may vary by country, category, account permissions, and third-party access.

Limitation of Liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, consequential, special, exemplary, punitive, enhanced, lost-profit, lost-revenue, lost-goodwill, lost-business, lost-opportunity, or reputational damages arising from this Agreement or the services.

To the fullest extent permitted by law, capture 5’s total aggregate liability arising from or relating to this Agreement, the services, customer information, payments, communications, or platform outcomes will not exceed the total amount actually paid by the client to capture 5 during the 12 months immediately preceding the event that first gave rise to the claim.

The liability cap does not apply to obligations that cannot legally be limited, including liability arising from fraud, willful misconduct, or another category that applicable law does not permit the parties to exclude or limit.

Mutual Indemnification

Client Indemnification

To the extent permitted by law, the client agrees to defend, indemnify, and hold harmless capture 5 and its owners, officers, employees, contractors, agents, and authorized providers from third-party claims, losses, investigations, penalties, damages, costs, and reasonable legal fees arising from:

• Client-provided customer information.
• Missing consent, notices, lawful authority, permissions, or customer-contact rights.
• The client’s products, services, personnel, contractors, operations, or customer experience.
• The client’s platform accounts, links, listings, content, instructions, or platform-rule violations.
• Client-provided claims, offers, scripts, directions, business materials, or approvals.
• The client’s material breach of this Agreement or applicable law.

capture 5 Indemnification

To the extent permitted by law, capture 5 agrees to defend, indemnify, and hold harmless the client and its officers and employees from third-party claims, losses, damages, costs, and reasonable legal fees arising directly from:

• capture 5’s material breach of its confidentiality obligations.
• capture 5’s willful misconduct or gross negligence in providing the contracted services.
• A claim that capture 5 proprietary materials, as provided and used as authorized, infringe a third party’s intellectual property rights.

The party requesting indemnification must provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, subject to reasonable participation rights and any non-waivable legal requirements.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New Jersey, United States, without regard to conflict-of-law principles.

Before beginning formal proceedings, the parties agree to make a good-faith effort to resolve a dispute through written notice and direct business discussions.

To the fullest extent permitted by law, unresolved disputes will be handled individually and not as a class, collective, consolidated, representative, private attorney general, or mass action.

To the fullest extent permitted by law, unresolved disputes will be resolved through binding individual arbitration in New Jersey, except that either party may seek temporary or injunctive relief for intellectual property misuse, confidentiality breaches, security threats, unauthorized access, fraud, or account abuse.

capture 5 may pursue valid nonpayment, chargeback, or collection claims in a court of competent jurisdiction when arbitration is unavailable, legally unnecessary, or commercially inappropriate for the amount involved.

For a court proceeding not subject to arbitration, the parties consent to jurisdiction and venue in the state or federal courts located in New Jersey.

Order of Precedence

When documents conflict, the following order applies unless a mutually signed written agreement expressly states otherwise:

• First: a mutually signed order form, campaign agreement, statement of work, or amendment.
• Second: the Data Processing Addendum for privacy-processing issues only.
• Third: this Campaign Agreement.
• Fourth: the Terms of Use, Privacy Policy, Email Terms, Opt-Out Policy, Disclaimer, Cookie Policy, and Review Platform Disclaimer.
• Fifth: pricing summaries, marketing pages, FAQs, website descriptions, and informal statements.

The accepted order documents control the client’s specific plan, price, volume, locations, platform coverage, add-ons, payment schedule, initial term, and renewal structure.

Changes to This Agreement

capture 5 may update this Agreement to reflect changes in services, technology, payment systems, platform access, service providers, security practices, business operations, or legal requirements.

Updated terms will be posted with a revised effective date. Material changes apply prospectively unless applicable law or a mutually accepted agreement permits different treatment.

An update does not retroactively increase an active client’s agreed price or extend an active initial term unless the client accepts the change or the applicable order documents permit it.

Contact capture 5

Questions about this Campaign Agreement, billing, cancellation, customer information, or an active service plan may be sent using the contact information below.