Terms of Service

Terms of Service

These Terms of Service (the “Terms of Service”) constitute a legal agreement between Campian Inc., a Delaware corporation (“Campian”, “We”, “Us” and “Our”, unless the context indicates otherwise), and each user who creates an account or otherwise accesses the Subscription Services (“You” and “Your”, unless the context indicates otherwise).

Campian offers access to certain features of its website (the “Website”) and its proprietary software as a service offering (collectively with the Website, as updated and modified from time to time, the “Subscription Services”) to Users (as defined below) on the terms and conditions set forth herein. Campian is willing to make the Subscription Services available to Users only upon the condition that each User accepts these Terms of Service in their entirety. Please read these Terms of Service carefully before checking the box marked “I have read and agree to the Terms of Service and Privacy Policy” and creating an Account, as checking such box and clicking the “Continue” or “Create Account” button will indicate Your agreement that these Terms of Service are legally binding upon You. If You do not agree to these Terms of Service, then do not check the box marked “I have read and agree to the Terms of Service and Privacy Policy” and do not create an Account. If You do not agree to these Terms of Service, Campian is unwilling to provide the Subscription Services.

IMPORTANT: THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT, AS FURTHER SET FORTH IN SECTION 9.3 BELOW, REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT EACH USER IS GIVING UP THE RIGHT TO SUE IN COURT OR IN CLASS ACTIONS OF ANY KIND.

1.ACCESS RIGHTS; SUBSCRIPTION SERVICES; OWNERSHIP

1.Right to Access. Subject to these Terms of Service and to any limitations set forth on the Website, Campian grants to each User a nonexclusive, nontransferable, revocable, non-licensable limited right to access and use (the “Access Rights”) the Subscription Services through the Website, solely for such User’s personal use or, in the case of a Camp User (as defined below), for the internal business or non-profit purposes of such Camp User, and solely during the Subscription Term (as defined below in Section 8.1 of these Terms of Service). Campian may, in its sole discretion, change or delete any part of the Subscription Services or change the web address through which Users may access the Subscription Services.

2.Account Creation. In order to gain access to the Subscription Services, a User must create an account (an “Account”) with Campian by submitting all information requested by Campian on the Website. Each User represents that all information such User provides to Campian in such submission and at any other time during or after the Account creation process (the “Account Information” and such process, the “Account Creation Process”) will be true, accurate, complete, and current and that such User will promptly update its Account Information as necessary such that it is, at all times, true, accurate, complete, and current. Campian may use all Account Information, subject to the terms and conditions set forth in these Terms of Service. To complete the Account Creation Process, each User must be at least 18 years old. Each User represents and warrants that such User has the legal ability (capacity) to enter into a binding contract and is at least 18 years old.

3.Documentation; Subscription Plans. The Website contains textual and/or graphical materials that describe the features, functions, and uses of the Subscription Services made available to Users from time to time (the “Documentation”). Campian may offer or limit certain features, functionality, and User rights within the Subscription Services on a differentiated basis among various subscription plans, levels, or packages as described on the Website from time to time (each, a “Subscription Plan”) or between Parent Users and Camp Users. The Access Rights shall be limited as set forth in each such description of the Subscription Plan as it may vary from time to time and in the Parent User and Camp User sections herein. Fees (defined below) may be differentiated among Camp Users based on the applicable Subscription Plan.

4.Users. The Subscription Services support two categories of users: Camp Users and Parent Users (each, a “User” and collectively, “Users”). “Camp User” means a summer camp, camp owner, camp administrator, or other camp representative that creates an Account to create and manage a camp microsite, receive and process camper applications, administer financial aid, and communicate with Parent Users through the Subscription Services. “Parent User” means a parent, guardian, or other individual that accesses a Camp User’s microsite through the Subscription Services to create an Account to submit camper applications, apply for financial aid, and communicate with such Camp User through the Subscription Services. Each User is solely responsible for maintaining the confidentiality of such User’s Account and Access Credentials (as defined below) and for all activities that occur under such User’s Account. Campian may, at any time, suspend a User’s access to the Subscription Services in the event Campian reasonably believes that such User has violated any provision of these Terms of Service, and Campian shall have no liability to such User arising from any such suspension.

5.Camp User Authorized Users. A Camp User may enter into a separate written agreement with Campian (a “Camp User Agreement”) governing such Camp User’s use of the Subscription Services. The Subscription Services may be accessed and used on behalf of a Camp User by individual employees and contractors authorized by such Camp User (each, a “Camp Authorized User”), up to the maximum number of Camp Authorized Users allowed by such Camp User’s selected Subscription Plan or as otherwise set forth within the Subscription Services or in a Camp User Agreement. Campian may include functionality that grants one or more Camp Authorized Users administrative control over a Camp User’s Account as provided by and through an administrative portal of the Website (each such Camp Authorized User, an “Admin User”), that may include such rights as the ability to designate individuals as Camp Authorized Users, set permissions, revoke access, and otherwise configure certain of such Camp User’s settings within the Subscription Services; provided however, that such features and functionality will be available in Campian’s sole discretion as set forth in the Documentation from time to time. Each Camp User will at all times be responsible for any breach of these Terms of Service by any Camp Authorized User, whether such action was authorized by such Camp User, and any action taken by a Camp Authorized User in connection with the Subscription Services shall be deemed to be an action taken by such Camp User for purposes of compliance with these Terms of Service. Each Camp User shall not authorize access to or permit use of the Subscription Services by persons other than Camp Authorized Users. Campian may, at any time and without any liability to any Camp User, suspend a Camp Authorized User’s access to the Subscription Services in the event Campian reasonably believes that such Camp Authorized User has violated any provision of these Terms of Service.

6.Hosting; Technical Requirements. During the Subscription Term, Campian will host, operate, and maintain the infrastructure necessary to access and use the Subscription Services via the Website. Each User acknowledges and agrees that such User’s access and use of the Subscription Services is dependent upon access to Internet services. Each User is responsible for procuring and operating all computer systems, Internet and telecommunications services, and other hardware and software required to access and use the Website. Campian will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services or any such hardware or software.

7.Proprietary Rights; No Implied Licenses. The Website, the Subscription Services, including without limitation all software code thereto, the AI-Generated Content (as defined below), Documentation, Analytics (as defined below), and all content and materials that are not User Content (as defined below) that appear on the Website and in the Subscription Services, and all improvements, modifications, derivative works or innovations made thereto and all Intellectual Property Rights therein (collectively, the “Campian Materials”), are, as between the parties, the exclusive property of Campian, even if such improvements, modifications, derivative works or innovations result from suggestions, enhancement requests, recommendations or other feedback provided by any User. Except for the Access Rights expressly granted herein and the license to the AI-Generated Content granted below in Section 3.2, all rights in and to all of the foregoing are reserved by Campian. These Terms of Service do not convey to any User any rights of ownership or other Intellectual Property Right in, to, or under any Campian Materials. No right is granted to distribute, publish, modify, adapt, translate or create derivative works of the Campian Materials. Each User shall accurately reproduce all proprietary notices, including any copyright notices, trademark notices, or confidentiality notices that are contained within the Campian Materials. Nothing in these Terms of Service will be deemed to grant to any User any right to receive a copy of any software underlying the Website or Subscription Services, in either object or source code form. Campian shall own all Intellectual Property Rights related to any feedback, comments, or suggestions any User provides to Campian with respect to the Campian Materials, and each User hereby assigns all such Intellectual Property Rights to Campian. As used herein “Intellectual Property Rights” means the exclusive rights held by the owner of a copyright, patent, trademark, or trade secret, including: (a) the rights to copy, publicly perform, public display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (b) the right to exclude another from using, making, having made, selling, offering to sell, and importing patented subject matter and from practicing patented methods; (c) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, endorsement, or sponsorship; and (d) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including enforceable privacy rights and any rights in databases recognized by Applicable Law (defined below). Each User agrees that if such User infringes Campian’s Intellectual Property Rights or exceeds the scope of permitted use under these Terms of Service, Campian will be irreparably injured and may terminate these Terms of Service with respect to such User.

8.Analytics. As used herein, “Analytics” means information, data, statistics, metadata, inferences, interrelationships, and/or associations generated by or from the Subscription Services, or regarding any User’s use of the Subscription Services. Campian may create, collect, use and disclose Analytics for industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision and improvement of the Subscription Services. Analytics will be in aggregate or anonymous form only and will not contain User Content.

9.Privacy. Campian’s collection and use of any User’s personal information, and of any data or Analytics relating to any User’s use of the Website or Subscription Services, is governed by the Campian Privacy Policy, as it may be updated from time to time in Campian’s sole discretion. A current copy of the Campian Privacy Policy can be accessed on the Website.

10.Third Party Services. The Subscription Services may from time to time include, feature, integrate with, or link to information, data, content, websites, or services from third parties (collectively, “Third Party Services”). Each User acknowledges and agrees that: (a) Campian is not responsible or liable for, and makes no representations as to, any Third Party Services or the products, services, content, or operators thereof; (b) Campian shall have no liability whatsoever in connection with any Third Party Services; (c) the availability, features, functionality, and terms applicable to any Third Party Services may change or be discontinued at any time, with or without notice, in the sole discretion of the applicable third party provider; and (d) each User’s use of any Third Party Services shall be governed by the terms of use or other applicable legal conditions of such Third Party Services. ALL THIRD PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CAMPIAN MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THEIR AVAILABILITY, COMPLETENESS, CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE. IT SHALL BE EACH USER’S RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF ANY THIRD PARTY SERVICES FOR USE BY SUCH USER.

2.USER RESPONSIBILITIES

1.Access Credentials. Each User will safeguard the devices, computers, and networks used to access the Subscription Services and safeguard all login information, passwords, security protocols and policies through which such User accesses and uses the Subscription Services (“Access Credentials”). Each User will notify Campian by immediately sending notice to admin@mycampian.com if such User learns of or suspects any unauthorized use of any Access Credentials, known or suspected breach of security, or any other actions that may result in an adverse impact on Campian or such User’s computing environment. Campian reserves the right, in its sole discretion and without liability to any User, to take any action Campian deems necessary or reasonable to ensure the security of the Subscription Services and any User’s Access Credentials and Account, including terminating such User’s access, changing passwords, or requesting additional information to authorize activities related to such User’s Account.

2.Representations. Each User represents and warrants that: (a) such User has full power and authority to agree to these Terms of Service and to perform the requirements and obligations as set forth herein; and (b) in the case of a Camp User that is an organization, the person agreeing to these Terms of Service on such Camp User’s behalf has been duly authorized and empowered.

3.General Restrictions on Use. Each User shall comply with all Applicable Laws in the use of the Subscription Services and shall not act outside the scope of the rights that are expressly granted by these Terms of Service. No User will (a) make the Subscription Services available to anyone other than such User; (b) commercially exploit, sell, resell, license, sublicense, rent, lease, or distribute the Subscription Services or include any Subscription Services or any derivative works thereof in a service bureau or outsourcing offering; (c) copy, modify, or make derivative works based upon the Subscription Services; (d) create Internet “links” to the Subscription Services or “frame” or “mirror” any reports contained in, or accessible from, the Subscription Services on any other website, server, wireless or Internet-based device; (e) access the Subscription Services for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes; (f) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component underlying the Subscription Services are compiled or interpreted; (g) interfere with or disrupt the integrity or performance of the Subscription Services, the Website, or the data contained therein or disrupt any servers or networks connected to the Subscription Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Subscription Services; or (h) utilize the Subscription Services in order to: (i) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Law; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive, or tortious material, including material harmful to children or violative of third-party privacy rights; or (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents or programs or plant malware on Campian’s computer systems, those systems of Campian’s third-party service providers or vendors, or otherwise use the Subscription Services to attempt to upload and/or distribute malware. Nothing in these Terms of Service shall be construed to grant any User any right to obtain or use such source code. Compliance with the restrictions set forth in this Section 2.3 is an essential basis of these Terms of Service, and each User agrees to reimburse Campian for attorneys’ fees and court or arbitration costs incurred in connection with any lawsuit or proceeding brought by Campian in which a court or arbitrator finds that such User has breached any provision of this Section 2.3.

4.Compliance with Laws. Each User covenants and agrees that such User will comply with all applicable laws, rules, regulations, and guidelines that govern or otherwise relate to such User’s use of the Subscription Services, as well as the subject matter, content, and activities described in or related to the Subscription Services, including without limitation all applicable laws, rules, regulations, and guidelines that are related to consumer protection, privacy and data security (including as applicable, the California Consumer Privacy Act (as amended by the California Privacy Rights Act), and other federal and state consumer protection and privacy statutes) (collectively, “Applicable Law”). As between each User and Campian, it shall be such User’s responsibility to ensure that all services and activities facilitated by the Subscription Services comply with all Applicable Laws.

5.Parent User Acknowledgments. Each Parent User acknowledges and agrees that:

1)such Parent User is solely responsible for determining what User Content to submit through the Subscription Services, including any personal information about such Parent User’s child or children (each, a “Camper”), and such Parent User assumes all risks associated with such submission;

2)such Parent User has the legal authority to provide information about each Camper, including medical, health, dietary, and other sensitive information, and to consent to Campian’s collection, use, and disclosure of such information as described in these Terms of Service and the Privacy Policy;

3)any financial information such Parent User provides in connection with a scholarship or financial aid application, including household income, tax information, Social Security Numbers, and supporting documentation, is provided at such Parent User’s sole risk and discretion, and Campian makes no representations or warranties regarding the security of such information once transmitted to a Camp User or Third Party Service;

4)when a Parent User submits a camp application or registration, Campian may share such Parent User’s User Content, including information about the applicable Camper(s), with the applicable Camp User(s) to facilitate the registration, enrollment, and camp program delivery, and once such information is shared, the applicable Camp User’s own privacy practices (not Campian’s Privacy Policy) will govern how that Camp User handles the information;

5)Camp Users are independent third parties, not agents, employees, or representatives of Campian, and Campian does not control, endorse, guarantee, or assume responsibility for any Camp User’s services, programs, safety practices, qualifications, licensing, insurance, background checks, or compliance with Applicable Law;

6)Campian does not guarantee that any Camper will be accepted into any camp program, that any Parent User will receive financial aid or scholarship funds, or that any camp program will meet such Parent User’s or Camper’s expectations or requirements;

7)such Parent User is solely responsible for verifying the camp program information provided on the applicable Camp User’s microsite and for any decisions regarding enrollment of such Parent User’s Camper(s);

8)Campian’s role is limited to providing a platform that facilitates enrollment, communication, and administrative processes between Parent Users and Camp Users through Camp User microsites, and Campian is not a party to any agreement or transaction between a Parent User and a Camp User;

9)each Parent User represents and warrants that such Parent User has legal authority under Applicable Law to consent on behalf of each Camper to the collection, use, disclosure, and sharing of such Camper’s personal information as described in these Terms of Service and the Privacy Policy, including any information that may be subject to the Children’s Online Privacy Protection Act (COPPA) or similar Applicable Laws; and

10)Campian reserves the right, but has no obligation, to review, monitor, edit, disable access to, or remove any User Content submitted by a Parent User as set forth in Section 3.5 (Monitoring).

6.Camp User Acknowledgments. Each Camp User acknowledges and agrees that:

1)to the extent such Camp User has entered into a Camp User Agreement, the terms of such Camp User Agreement shall also govern such Camp User’s use of the Subscription Services, and in the event of any conflict between these Terms of Service and such Camp User Agreement, the terms of the Camp User Agreement shall prevail;

2)such Camp User is solely responsible for all content, information, images, descriptions, and other materials that such Camp User provides or makes available through the Subscription Services, including without limitation all content displayed on such Camp User’s microsite (collectively, “Camp Listing Content”);

3)Campian reserves the right, but has no obligation, to review, monitor, edit, disable access to, or remove any Camp Listing Content or other User Content submitted by such Camp User as set forth in Section 3.5 (Monitoring), and such Camp User shall have no claim against Campian for any such review, monitoring, editing, disabling, or removal;

4)such Camp User is solely responsible for its receipt, use, storage, protection, and processing of all User Content submitted by Parent Users, including any personal information about Campers, and such Camp User shall maintain appropriate privacy practices and data security measures and comply with all Applicable Laws regarding the collection, use, storage, and protection of such information;

5)such Camp User is solely responsible for the operation, management, staffing, supervision, safety, and all other aspects of such Camp User’s camp programs, facilities, and services, including without limitation: (i) the hiring, training, supervision, and conduct of all camp staff, counselors, and personnel; (ii) the safety, health, welfare, supervision, and care of all Campers; (iii) compliance with all Applicable Laws, including laws relating to childcare, background checks, licensing, health and safety, and insurance; (iv) obtaining and maintaining all required licenses, permits, certifications, and insurance; and (v) all outcomes, incidents, injuries, accidents, illnesses, or other events occurring in connection with such Camp User’s camp programs;

6)Campian does not operate, manage, staff, supervise, control, inspect, or have any involvement in the day-to-day activities of any Camp User’s camp programs, and Campian has no responsibility or liability for anything that occurs at, during, or in connection with any camp program operated by a Camp User;

7)any agreement, transaction, communication, or relationship between such Camp User and any Parent User is solely between such Camp User and such Parent User, and Campian is not a party to any such agreement, transaction, communication, or relationship, has no obligations or liability with respect thereto, and has no obligation to mediate, arbitrate, or otherwise resolve any disputes between Camp Users and Parent Users; and

8)Campian is not responsible for and has no visibility into any Camp User’s data retention, data security, or privacy practices with respect to User Content or other information received from Parent Users, and each Camp User is solely responsible for complying with all Applicable Laws regarding the retention, security, and deletion of such information.

7.Camp User Acceptable Use Policy. In addition to the restrictions set forth above, each Camp User shall comply with the following acceptable use requirements:

1)all Camp Listing Content must be accurate, truthful, complete, and not misleading, and must not contain any false, deceptive, or exaggerated claims regarding such Camp User’s camp programs, facilities, services, staff qualifications, accreditations, certifications, safety record, or any other material information;

2)all images, photographs, and videos included in Camp Listing Content must accurately represent such Camp User’s actual camp programs, facilities, and activities, and must not be materially altered, digitally manipulated, or otherwise modified in a manner that would mislead Parent Users;

3)such Camp User shall not make any claims regarding accreditations, certifications, awards, ratings, or endorsements unless such claims are accurate and current, and such Camp User shall promptly update or remove any such claims if they become inaccurate or expire;

4)such Camp User shall not engage in any unfair, deceptive, or abusive practices in connection with its use of the Subscription Services or its interactions with Parent Users, including without limitation making false promises regarding financial aid availability, misrepresenting program details, or engaging in high-pressure sales tactics;

5)such Camp User shall respond to Parent User inquiries and applications in a timely and professional manner and shall not use the Subscription Services to harass, spam, or send unsolicited communications to Parent Users;

6)such Camp User shall not use the Subscription Services to collect, harvest, or scrape Parent User data for any purpose other than communicating with Parent Users regarding such Camp User’s camp programs and processing applications and registrations; and

7)such Camp User shall promptly notify Campian of any material changes to its camp programs, facilities, accreditations, licensing status, or insurance coverage that could affect the accuracy of its Camp Listing Content or its ability to operate camp programs as described. Violation of this Section 2.7 may result in suspension or termination of such Camp User’s access to the Subscription Services, removal of such Camp User’s Camp Listing Content, or other remedial action as Campian deems appropriate in its sole discretion.

3.CONTENT

1.User Content. Users may upload, post, transmit, and make available to the Subscription Services certain information, data, and other content (collectively, the “User Content”). Each User hereby grants to Campian a non-exclusive, royalty-free, worldwide, sublicensable (solely to Campian’s service providers), and transferable license to access, use, copy, distribute, publicly display, and create derivative works of such User’s User Content as set forth and described in the Documentation and as otherwise necessary or useful in connection with its provision of the Subscription Services, including without limitation the right to use Camp User logos, trademarks, trade names, images, and Camp Listing Content for marketing, advertising, and promotional purposes on the Website and in other media.

2.AI-Generated Content. The Subscription Services may generate recommendations, suggestions, and other content using artificial intelligence or automated systems (the “AI-Generated Content”). Campian grants to each User a worldwide, royalty-free, non-sublicensable, and non-transferable license to use the AI-Generated Content for such User’s personal purposes or, in the case of a Camp User, for its internal business purposes. Each User understands that the AI-Generated Content may contain errors, inaccuracies, or inappropriate suggestions and each User is solely responsible for monitoring and reviewing the AI-Generated Content for appropriateness, adherence to Applicable Law, and usefulness prior to any use.

3.Campian Marks. Subject to the terms of these Terms of Service, Campian grants to each Camp User a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Subscription Term to use Campian’s name, logo, and trademarks (collectively, the “Campian Marks”) solely in connection with such Camp User’s use of the Subscription Services. Each Camp User’s use of the Campian Marks shall comply with any trademark usage guidelines that Campian may provide from time to time. Each Camp User shall not: (a) use the Campian Marks in any manner that suggests Campian’s endorsement, sponsorship, or affiliation beyond such Camp User’s participation in the Subscription Services; (b) modify, alter, or create derivative works of the Campian Marks; (c) use the Campian Marks in any manner that is misleading, defamatory, or otherwise objectionable to Campian in its sole discretion; or (d) use the Campian Marks in any manner that could damage, dilute, or tarnish Campian’s reputation or goodwill. All goodwill arising from any Camp User’s use of the Campian Marks shall inure to the benefit of Campian. Campian reserves the right to revoke this license at any time upon written notice if Campian determines, in its sole discretion, that a Camp User’s use of the Campian Marks does not comply with these Terms of Service or any applicable trademark usage guidelines.

4.User Responsibility for User Content. Each User is solely responsible for such User’s User Content, including with respect to its accuracy, quality and conformity with Applicable Law. Each User represents, warrants, and covenants that, during the Subscription Term, such User has, and will have, the legal right and authority to provide Campian with access to, use of, and license to such User’s User Content and such access, use and license will not cause a breach of any third-party agreement, violate any right of a third party, or any Applicable Law. Without limiting the generality of the foregoing, each User represents, warrants and covenants that at all times during the Subscription Term, such User will have obtained all consents reasonably necessary for Campian to access and use such User’s User Content and that such User Content:

1)is provided to Campian in accordance with all Applicable Laws, does not otherwise violate any Applicable Law, and could not give rise to any liability;

2)will not and does not infringe any Intellectual Property Rights;

3)will not and does not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;

4)will not include, without appropriate consents and compliance with Applicable Law, sensitive information of any kind, which includes but is not limited to information regarding a minor, sensitive financial information, sensitive medical or health information, race or ethnicity, religious beliefs, sexual orientation, or precise geographic location;

5)will not and does not include, without appropriate consents and compliance with Applicable Law, any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household other than the applicable User;

6)is and will be truthful or factual as applicable;

7)will not and does not misrepresent the source of the User Content;

8)will not and does not misrepresent such User’s identity in any way;

9)will not and does not contain any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

10)will not and does not advocate or encourage any illegal activity;

11)will not constitute false or misleading advertising;

12)will not violate, or encourage any conduct that would violate, any Applicable Law or regulation or would give rise to liability; and

5.Monitoring. Campian has no obligation to monitor any User Content or communications between Users. Campian does, however, reserve the right (but not the obligation) to monitor User Content and communications transmitted through the Subscription Services and further reserves the rights to remove or refuse to transmit any User Content; to disclose any User’s name, contact information, and other information to any third party who claims that any User Content violates any rights of a third party; and to terminate or suspend any User’s access to all or part of the Subscription Services. The restrictions set forth in Section 2.3 (General Restrictions on Use) and Section 2.7 (Camp User Acceptable Use Policy), as applicable, apply to all User Content and communications transmitted through the Subscription Services, including messages between Users.

6.Return and Deletion of User Content. It is each User’s responsibility to retrieve such User’s User Content within thirty (30) days after the Termination Date (defined below). Upon a Camp User’s written request made within thirty (30) days of the Termination Date, Campian will provide such Camp User with an export of such Camp User’s data, including application and registration data received from Parent Users, in a commonly used format, subject to technical feasibility. After the Termination Date, or upon request, Campian will delete User Content to the extent required by Applicable Law, except where retention is required by Applicable Law or necessary to resolve disputes. Each User agrees that Campian has no responsibility or liability for the deletion or failure to store any User Content and other content from or related to such User maintained or transmitted by the Subscription Services. For the avoidance of doubt, Campian is not responsible for and has no visibility into any Camp User’s data retention or deletion practices with respect to User Content or other information that such Camp User has received from Parent Users through the Subscription Services.

7.Infringement Reporting and Digital Millennium Copyright Act (DMCA) Procedures. Any third party that owns Intellectual Property Rights (such owner, an “IP Rights Owner”) or any agent authorized to act on the IP Rights Owner’s behalf who has a good faith belief that any User Content or other content on the Website infringes an IP Rights Owner’s Intellectual Property Rights, and who would like to bring it to Campian’s attention, may report such concern(s) by sending notice to: admin@mycampian.com with subject line “Notice of Infringement”. Campian reserves the right to terminate any User’s Access Rights or other rights to use the Subscription Services if such use infringes the Intellectual Property Rights of another or if Campian determines that such party is a repeat infringer. If any User or third party believes that any content or any other material on the Website or within the Subscription Services constitutes copyright infringement, and such party would like to bring it to Campian’s attention, such party must provide Campian’s DMCA agent (“DMCA Agent”) identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Website of the allegedly infringing work; (c) a written statement that such party has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) the submitting party’s name and contact information, including, without limitation, telephone number and email address; and (e) a statement by the submitting party that the above information in the notice is accurate and, under penalty of perjury, that the submitting party is the copyright owner or authorized to act on the copyright owner’s behalf. The contact information for Campian’s DMCA Agent for notice of claims of copyright infringement is: admin@mycampian.com.

4.FEES AND PAYMENT

1.Camp User Fees. Camp Users may be required to pay fees for access to and use of the Subscription Services as set forth on the Website or in a separate Camp User Agreement (the “Fees”). To the extent a Camp User has entered into a Camp User Agreement, the payment terms set forth in such Camp User Agreement or elsewhere on the Website shall govern such Camp User’s payment obligations. Parent Users are not required to pay Fees to Campian for use of the Subscription Services. All Fees are nonrefundable unless otherwise specified in the applicable Camp User Agreement or on the Website.

5.DISCLAIMER

1.Disclaimer of Warranties. THE CAMPIAN MATERIALS, INCLUDING THE AI-GENERATED CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. CAMPIAN MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING THE SUBSCRIPTION SERVICES, THE CAMPIAN MATERIALS, OR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS OF SERVICE AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AS WELL AS ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CAMPIAN DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Campian shall not be responsible for ensuring and does not represent or warrant that: (a) the Subscription Services or the Campian Materials will meet any User’s business or personal requirements; (b) the Subscription Services or the Campian Materials will be error-free or uninterrupted or that the results obtained from its use will be accurate or reliable; or (c) all deficiencies in the Subscription Services or the Campian Materials can be found or corrected. Campian will not be responsible for loss or corruption of data, in each case caused by acts within the control of any User.

2.Parent User Disclaimers. IN ADDITION TO THE DISCLAIMERS SET FORTH ABOVE, EACH PARENT USER ACKNOWLEDGES AND AGREES THAT: (A) CAMPIAN IS A TECHNOLOGY PLATFORM THAT FACILITATES ENROLLMENT, COMMUNICATION, AND ADMINISTRATIVE PROCESSES BETWEEN PARENT USERS AND CAMP USERS AND DOES NOT ITSELF OPERATE, MANAGE, OR SUPERVISE ANY CAMP PROGRAMS; (B) CAMPIAN DOES NOT VERIFY, ENDORSE, INVESTIGATE, OR GUARANTEE THE QUALIFICATIONS, CREDENTIALS, LICENSING, INSURANCE, BACKGROUND, SAFETY PRACTICES, OR COMPLIANCE WITH APPLICABLE LAW OF ANY CAMP USER OR CAMP PROGRAM; (C) CAMPIAN HAS NO RESPONSIBILITY OR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY CAMP USER, INCLUDING WITH RESPECT TO THE SAFETY, SUPERVISION, CARE, OR TREATMENT OF ANY CAMPER; (D) ANY PERSONAL INFORMATION, INCLUDING INFORMATION ABOUT CAMPERS, THAT A PARENT USER SHARES WITH A CAMP USER THROUGH THE SUBSCRIPTION SERVICES IS SUBJECT TO THAT CAMP USER’S OWN PRIVACY PRACTICES, NOT CAMPIAN’S PRIVACY POLICY; (E) CAMPIAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SECURITY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION TRANSMITTED TO OR MAINTAINED BY CAMP USERS OR THIRD PARTY SERVICES, INCLUDING FINANCIAL AID APPLICATIONS AND PAYMENT INFORMATION; AND (F) EACH PARENT USER IS SOLELY RESPONSIBLE FOR VERIFYING CAMP PROGRAM INFORMATION AND MONITORING SUCH PARENT USER’S CAMPER(S)’ PARTICIPATION IN ANY CAMP PROGRAM.

3.Camp User Disclaimers. IN ADDITION TO THE DISCLAIMERS SET FORTH ABOVE, EACH CAMP USER ACKNOWLEDGES AND AGREES THAT: (A) CAMPIAN’S ROLE IS LIMITED TO PROVIDING A TECHNOLOGY PLATFORM THAT FACILITATES ENROLLMENT, COMMUNICATION, AND ADMINISTRATIVE PROCESSES BETWEEN CAMP USERS AND PARENT USERS THROUGH CAMP USER MICROSITES, AND CAMPIAN DOES NOT OPERATE, MANAGE, STAFF, SUPERVISE, CONTROL, OR HAVE ANY INVOLVEMENT IN ANY CAMP USER’S CAMP PROGRAMS, FACILITIES, OR SERVICES; (B) CAMPIAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR TRUTHFULNESS OF ANY INFORMATION, DATA, OR USER CONTENT PROVIDED BY PARENT USERS, INCLUDING WITHOUT LIMITATION ANY INFORMATION ABOUT CAMPERS, MEDICAL OR HEALTH CONDITIONS, EMERGENCY CONTACTS, FINANCIAL AID APPLICATIONS, OR OTHER MATERIALS SUBMITTED THROUGH THE SUBSCRIPTION SERVICES; (C) CAMPIAN HAS NO RESPONSIBILITY OR LIABILITY FOR ANY FALSE, INACCURATE, MISLEADING, OR INCOMPLETE INFORMATION PROVIDED BY ANY PARENT USER, AND EACH CAMP USER IS SOLELY RESPONSIBLE FOR VERIFYING ALL INFORMATION RECEIVED FROM PARENT USERS; (D) CAMPIAN HAS NO RESPONSIBILITY OR LIABILITY FOR THE ACTS, OMISSIONS, CONDUCT, OR BEHAVIOR OF ANY PARENT USER OR CAMPER, WHETHER OCCURRING BEFORE, DURING, OR AFTER ANY CAMP PROGRAM; (E) CAMPIAN DOES NOT GUARANTEE THAT ANY PARENT USER WILL COMPLETE A REGISTRATION, ENROLL A CAMPER, MAKE PAYMENT, OR FULFILL ANY COMMITMENT TO ANY CAMP USER; (F) CAMPIAN MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CREDITWORTHINESS, PAYMENT ABILITY, OR FINANCIAL CONDITION OF ANY PARENT USER; (G) CAMPIAN IS NOT RESPONSIBLE OR LIABLE FOR ANY CAMP PROGRAM CANCELLATIONS, MODIFICATIONS, OR FAILURES TO PERFORM DUE TO WEATHER, HEALTH EMERGENCIES, NATURAL DISASTERS, OR OTHER EVENTS BEYOND CAMPIAN’S CONTROL; AND (H) EACH CAMP USER ASSUMES FULL RESPONSIBILITY AND LIABILITY FOR ITS CAMP PROGRAMS, FACILITIES, SERVICES, STAFF, AND PERSONNEL, AND ALL OUTCOMES THEREOF.

6.INDEMNIFICATION

1.Camp User Indemnification. Each Camp User shall indemnify, defend, and hold harmless Campian, its affiliates, employees, contractors, officers, and directors (the “Campian Indemnified Parties”) from and against any and all damages, costs (including reasonable attorneys’ fees), and other liabilities suffered by the Campian Indemnified Parties arising from and in connection with any and all claims, demands, suits, and other proceedings brought by a third party (each, a “Claim”) arising from: (a) an allegation that such Camp User’s User Content violates or infringes the Intellectual Property Rights or privacy rights of, or has otherwise damaged, a third party; (b) a breach by such Camp User of these Terms of Service; (c) such Camp User’s use of the Campian Materials, including any AI-Generated Content; (d) such Camp User’s User Content, including all Camp Listing Content; (e) any failure or alleged failure of such Camp User to comply with any Applicable Law in connection with such Camp User’s use of the Subscription Services; (f) such Camp User’s receipt, use, storage, or processing of Parent User data; (g) the operation, management, staffing, supervision, or safety of such Camp User’s camp programs; (h) any injury, illness, accident, incident, or other harm to any Camper or other person occurring at or in connection with such Camp User’s camp programs; or (i) any dispute between such Camp User and any Parent User.

2.Parent User Indemnification. Each Parent User shall indemnify, defend, and hold harmless the Campian Indemnified Parties from and against any and all damages, costs (including reasonable attorneys’ fees), and other liabilities suffered by the Campian Indemnified Parties arising from and in connection with any and all Claims arising from: (a) an allegation that such Parent User’s User Content violates or infringes the Intellectual Property Rights or privacy rights of, or has otherwise damaged, a third party; (b) a breach by such Parent User of these Terms of Service; (c) such Parent User’s use of the Campian Materials, including any AI-Generated Content; (d) such Parent User’s User Content; (e) any failure or alleged failure of such Parent User to comply with any Applicable Law in connection with such Parent User’s use of the Subscription Services; or (f) any dispute between such Parent User and any Camp User.

7.LIMITATION OF LIABILITY

1.Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAMPIAN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, OR PROVIDING THE SUBSCRIPTION SERVICES, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY THE APPLICABLE USER TO CAMPIAN DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS ARE CUMULATIVE AND NOT PER INCIDENT AND SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THESE TERMS OF SERVICE FAIL OF THEIR ESSENTIAL PURPOSE.

2.Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAMPIAN HAVE ANY LIABILITY TO ANY USER OR ANY OTHER PERSON FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF, DAMAGE TO, OR CORRUPTION OF, DATA, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES.

8.TERM; TERMINATION

1.Subscription Term. These Terms of Service become effective upon the date on which a User accepts these Terms of Service (the “Effective Date”) and shall remain in effect with respect to such User until the Termination Date (as defined below) (the “Subscription Term”).

2.Termination. A User’s Access Rights to the Subscription Services will expire and terminate upon the earliest of the following (the “Termination Date”): (a) such date as set forth on the Website during the Account Creation Process or in the case of a Camp User, if applicable, in the Camp User Agreement; (b) such date as Campian provides notice to such User of such termination, for any or no reason, including without limitation its cessation of providing the Subscription Services on a commercial basis; or (c) such date as such User provides notice to Campian of such termination, for any or no reason.

3.Effect of Termination; Survival. A User’s right to access and use the Subscription Services shall terminate immediately upon the expiration or termination of such User’s Subscription Term, and Campian will delete such User’s User Content to the extent required by Applicable Law, except where retention is required by Applicable Law or necessary to resolve disputes. Campian reserves the right to maintain Analytics within and on the Subscription Services after the Termination Date. Each User shall remain liable for any Fees or other costs incurred prior to such expiration or termination. For the avoidance of doubt, no refund of any prepaid Fees will be provided upon expiration or termination of these Terms of Service, unless otherwise specified in the applicable Camp User Agreement. Any provisions of these Terms of Service that by their nature should continue after the Subscription Term, will continue to apply even after the Termination Date, including without limitation, Sections 1.7 (Proprietary Rights; No Implied Licenses), 1.8 (Analytics), 1.10 (Third Party Services), 2.2 (Representations), 2.5 (Parent User Acknowledgments), 2.6 (Camp User Acknowledgments), 2.7 (Camp User Acceptable Use Policy), 3 (Content), 5 (Disclaimer), 6 (Indemnification), 7 (Limitation of Liability), 8.2 (Termination), 8.3 (Effect of Termination; Survival), 9.3 (Arbitration and Class Action Waiver), and 9 (General).

9.GENERAL

1.Marketing. Campian may request that a Camp User (i) participate in a case study regarding its experience using the Subscription Services, and (ii) allow Campian to identify such Camp User as a Campian customer, including on the Website, and in sales presentations, and to use such Camp User’s logo, trademarks, trade names, and similar identifying materials for such purposes. Any Camp User may grant or withhold consent to any such request in its sole discretion.

2.Governing Law. The Terms of Service shall be governed and construed in accordance with the laws of the United States and the State of North Carolina, without giving effect to conflicts-of-law principles thereof. With respect to any disputes or claims not subject to arbitration, each User agrees to submit to the personal jurisdiction of the state and federal courts located in the State of North Carolina with respect to any legal proceedings that may arise in connection with the Subscription Services or from a dispute as to the interpretation or breach of the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.

3.Arbitration and CLASS ACTION WAIVER. Each User and Campian agree that any dispute, claim, controversy or demand that relates to or arises from these Terms of Service or the Subscription Services other than any dispute, claim, controversy or demand arising under Section 6 will be determined by mandatory binding individual (not class) arbitration. Each User and Campian further agree that the arbitrator shall have the exclusive power to rule on its own jurisdiction, including any objections with respect to the existence, scope or validity of any provision of these Terms of Service or to the arbitrability of any claim or counterclaim. Notwithstanding the above, each User and Campian both agree that neither of us waive or limit our rights to (a) bring an individual action in a U.S. small claims court, (b) bring an individual action that relates to Intellectual Property Rights, or (c) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT OR THAT RELATE TO INTELLECTUAL PROPERTY RIGHTS, ALL DISPUTES, CLAIMS, CONTROVERSIES OR DEMANDS THAT RELATE TO THESE TERMS OF SERVICE OR OUR SUBSCRIPTION SERVICES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND EACH USER AGREES THAT CAMPIAN AND SUCH USER ARE EACH WAIVING THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BY A JURY. EACH USER AGREES THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND EACH USER HEREBY AGREES THAT SUCH USER MAY NOT AND WILL NOT PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION, AS A PLAINTIFF OR CLASS MEMBER IN ANY SUCH ACTION. Unless both a User and Campian agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that Applicable Law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. Either a User or Campian may start arbitration proceedings. Any arbitration between a User and Campian will take place under the Consumer Arbitration Rules of the American Arbitration Association then in force, as modified by these Terms of Service. Each User and Campian agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). Any arbitration hearings will take place in North Carolina. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that Campian does not have a physical address on file for the User, by email (“Notice”). Any such Notice to be sent to Campian shall be delivered to the following address: Campian, Inc., c/o Wyrick Robbins Yates & Ponton LLP, 4101 Lake Boone Trail, Suite 300, Raleigh, NC, 27607 ATTN: J. Christopher Lynch. The Notice must (1) describe the nature and basis of the claim or dispute and (2) set forth the specific relief sought. Each User and Campian agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within thirty (30) days after the Notice is received, either party may commence an arbitration proceeding. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by Applicable Law.

4.Opt-Out Right. Each User has the right to opt out of the arbitration and class action waiver provisions set forth in Section 9.3 by sending written notice of such User’s decision to opt out to the following address: Campian, Inc., c/o Wyrick Robbins Yates & Ponton LLP, 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607, Attn: J. Christopher Lynch, within thirty (30) days after such User first accepts these Terms of Service (such notice, an “Opt-Out Notice”). The Opt-Out Notice must include such User’s name, mailing address, email address associated with such User’s Account, and a statement that such User wishes to opt out of the arbitration and class action waiver provisions of Section 9.3. If a User sends a timely and valid Opt-Out Notice, Section 9.3 will not apply to such User or Campian with respect to disputes with such User, but all other provisions of these Terms of Service will continue to apply. If a User does not send a timely and valid Opt-Out Notice, such User will be bound by Section 9.3.

5.Severability. If any provision of these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Service will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by Applicable Law.

6.Waiver; Remedies. Any waiver or failure to enforce these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

7.Notices. Except as set forth in Section 9.3 above, all notices by Campian to a User under these Terms of Service shall be made by email to the email address provided by such User during the Account Creation Process when accepting these Terms of Service, and all notices to Campian by a User under these Terms of Service shall be made by email to admin@mycampian.com. All notices shall be effective upon receipt by the party to which notice is given. Each User may change such User’s address for receipt of notice by updating such User’s account contact information on the Website.

8.Entire Agreement. To the maximum extent permitted by Applicable Law, these Terms of Service and the Account Information constitute the entire agreement between Campian and each User as to its subject matter, and supersede all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of these Terms of Service. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to a User’s acceptance of these Terms of Service. Each User acknowledges and agrees that such User’s agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or dependent upon any oral or written, public or private comments made by Campian with respect to future functionality or features for the Subscription Services. No terms or conditions stated in any other User order documentation, including for the avoidance of doubt any terms or documentation Campian is required to execute or agree to, shall be incorporated into or form any part of these Terms of Service, and all such terms or conditions shall be null and void.

9.Amendment. Campian may, in its sole discretion, amend or modify these Terms of Service from time to time, and continued use of the Subscription Services shall be evidence of each User’s consent to any such amended or modified Terms of Service.

10.Subcontractors. Campian may engage subcontractors to act on Campian’s behalf in connection with its provision of Subscription Services, including processing User Content, provided that Campian is responsible for such subcontractors’ acts and omissions in relation to its obligations under these Terms of Service.

11.No Assignment. No User may assign, delegate, or otherwise transfer these Terms of Service, or such User’s rights and obligations herein or therein, without obtaining the prior written consent of Campian, and any attempted assignment, delegation, or transfer in violation of the foregoing will be void ab initio. These Terms of Service will be binding upon the parties and their respective successors and permitted assigns.

12.Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms of Service if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic, Internet or telecommunications outages, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

13.Independent Contractors. Campian’s relationship to each User is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.

14.Construction. The titles of the sections of these Terms of Service are for convenience of reference only and are not to be considered in construing these Terms of Service. Unless the context of these Terms of Service clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) “or” has the inclusive meaning frequently identified with the phrase “and/or;” (c) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation;” and (d) references to “hereunder,” “herein” or “hereof” relate to these Terms of Service as a whole. Any reference in these Terms of Service to any statute, rule, regulation or agreement, including these Terms of Service, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that these Terms of Service shall be fairly interpreted in accordance with their terms without any strict construction in favor of or against either party, and that ambiguities shall not be interpreted against the drafting party.

Effective June 16, 2026