Terms of Service

TERMS OF SERVICE Last Updated: [02/14/24]

Carefully read these text messaging services terms of service (“Terms of Service”), as they govern your (“Client,” “you,” “your”) use of Liftoff Campaign LLC’s (“Liftoff”) text messaging services (“Services”), as further described on the order form between the parties (“Order Form”).

THESE TERMS OF SERVICE, ALONG WITH THE ORDER FORM AND ANY OTHER TERMS AND POLICIES REFERENCED HEREIN (COLLECTIVELY, THE “AGREEMENT”), WHICH ARE INCORPORATED HEREIN BY REFERENCE AND FORM AN INTEGRAL PART HEREOF, AS AMENDED FROM TIME TO TIME, CONSTITUTE A LEGALLY BINDING AGREEMENT GOVERNING YOUR USE OF THE SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LIFTOFF SHALL HAVE THE RIGHT TO AMEND THESE TERMS OF SERVICE WITHOUT PRIOR NOTICE TO CLIENT. CLIENT AGREES AND ACKNOWLEDGES THAT CLIENT’S CONTINUED PARTICIPATION IN THE SERVICES CONSTITUTES ACCEPTANCE OF ANY SUCH AMENDMENTS TO THE TERMS OF SERVICE.

YOUR ACCEPTANCE OF, AND COMPLIANCE WITH, THESE TERMS OF SERVICE IS A CONDITION TO YOUR USE OF SERVICES. TO THE EXTENT THAT THERE IS A CONFLICT BETWEEN THESE TERMS OF SERVICE AND ANY ADDITIONAL TERMS BETWEEN THE PARTIES (INCLUDING PRIOR AND/OR FUTURE AGREEMENTS), THESE TERMS OF SERVICE WILL CONTROL UNLESS EXPRESSLY STATED OTHERWISE. IN ADDITION TO THE FOREGOING, IN THE EVENT THE PARTIES HAVE PREVIOUSLY ENTERED INTO ANY AGREEMENT GOVERNING TEXT MESSAGING SERVICES, THESE TERMS OF SERVICE SHALL SUPERSEDE AND REPLACE ANY AND ALL SUCH PRIOR AGREEMENTS. FOR CLARITY, THESE TERMS OF SERVICE SHALL BE THE ONLY AGREEMENT GOVERNING THE PROVISION OF TEXT MESSAGING SERVICES BETWEEN LIFTOFF AND CLIENT.

PLEASE NOTE THAT, IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOU ARE AUTHORIZED TO ACCEPT THESE TERMS OF SERVICE ON BEHALF OF YOUR EMPLOYER.

IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OF SERVICE, OR YOU DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OF SERVICE OR USE THE SERVICES.

Services. Liftoff shall provide the Services set forth on the Order Form, which may include, for example, broadcast messaging and/or peer-to-peer messaging services. The parties agree and acknowledge that, unless otherwise set forth in the Order Form, the Services do not include scrubbing against any state or federal Do-Not-Call list or the Federal Communications Commission’s Reassigned Number Database (collectively, the “Do-Not-Call Suppression Services”). If Client opts-in to receive the Do-Not-Call Suppression Services, Liftoff will suppress phone numbers from the Do Not Call registries specifically listed on the Order Form.
MMS/SMS. The Services may involve use of SMS/MMS codes assigned and approved by a third-party telecommunications service provider/carrier, to allow recipients of Messages (defined below in Section 5(c)) to respond to Messages (e.g., opt-out requests). The volume and types of Messages that may be sent using short or long SMS/MMS codes, as well as deliverability and delivery rates of any Messages sent, may vary or be restricted based on circumstances beyond Liftoff’s control, including based on current technology, the telecommunications service providers/carriers, industry standards, and Applicable Laws (as hereinafter defined). Liftoff reserves the right to suspend, assign, change and/or withdraw any SMS/MMS codes assigned or provided to Client as may be required by any telecommunications service providers/carriers or as may be necessary to comply with all applicable federal, state and local laws, statutes and regulations and industry guidelines, including without limitation the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq., and related regulations, 47 C.F.R. Part 64.1200, et seq., the Telemarketing Sales Rule, 16 C.F.R. Part 310, et seq (“Applicable Laws”).
Appended Data. Subject to these Terms of Service, and upon Client’s written request, Liftoff may append the Client Personal Information with additional Personal Information (each as defined below in Section 17), as well as with other lists, files, documents, data, analyses, computer records, donor records and research (collectively, “Appended Data”). Unless otherwise set forth in the Order Form, upon complete and satisfactory payment for such Appended Data (as set forth in an applicable Order Form), Client shall own all rights, title and interests in and to the Personal Information included in the Appended Data, and hereby grants Liftoff a non-exclusive, perpetual, irrevocable, license to use such Personal Information solely for purposes of performing the Services under this Agreement. Client understands and agrees that it is solely responsible for its use of the Appended Data and Client represents and warrants that its use of the Appended Data shall be in compliance with all Applicable Laws. For the avoidance of doubt, Client understands that Liftoff cannot, and does not, guarantee that the Appended Data will be accurate, or that Client’s use of such Appended Data will comply with Applicable Laws.
Suppression Lists and Services

Client shall provide Liftoff with any relevant text message unsubscribe and suppression lists prior to the commencement of Services under the applicable Order Form (collectively, the “Lists”). The Lists must be in a standard spreadsheet format (Excel, CSV, or Google Sheets), with each row including, at minimum, the full phone number to be suppressed, and each full phone number to be suppressed shall be on a separate row of the spreadsheet. Client shall be solely responsible for updating, maintaining, and supplying the Lists to Liftoff, including, but not limited to, providing Liftoff with any opt-out information in a timely manner. Client understands and agrees that Liftoff will not be responsible for Client’s failure to provide Liftoff with any Lists or any updates thereto. Client further understands and agrees that Liftoff will not be responsible for any Messages sent to users who opted-out of Client communications but were not included on any Lists provided to Liftoff.
As part of Liftoff’s unsubscribe management services, Liftoff will use systems that are designed to suppress any phone numbers included on Lists and add any phone numbers that reply to Messages with opt-out key word STOP, unless otherwise permitted under applicable law. Liftoff will honor opt-out instructions and, upon request, inform Client of all opt-outs so that Client may update its Lists.

Intellectual Property; Access

Except for Client Content (defined below in Section 5(c)) and Personal Information (including Client Personal Information) included in Appended Data, Liftoff and its third-party providers shall own any and all copyrights, trademarks, trade secrets, rights of privacy and publicity, and other intellectual property rights worldwide in and to any and all software (including, but not limited to, source code, object code, and HTML), hardware, networks, content, visual designs, discoveries, inventions, developments, improvements, products, and any other materials created, provided, developed, and/or used by Liftoff in connection with this Agreement (including any Liftoff Modifications (defined below in Section 5(c))) (collectively, “Liftoff Property”).
Liftoff hereby grants Client as designated on an Order Form, the right to access, via a website, application, and/or other tools, any Liftoff Property identified in an Order Form. Client agrees to not (i) reverse engineer or discover the source code of any Liftoff Property or attempt to do either, (ii) create or attempt to create any derivative works of the Liftoff Property, or (iii) use the Liftoff Property beyond any instances or other limitations set forth in the applicable Order Form.
Client hereby grants Liftoff a perpetual, irrevocable, sublicensable, transferrable and royalty-free license to use any and all data owned and/or licensed by Client and provided to Liftoff by Client in connection with the Services (including, but not limited to, all messages and communications sent on Client’s behalf (collectively, “Messages”), data, text, video, photos, audio, and other materials and information) (collectively, “Client Content”) to: (i) provide the Services hereunder; (ii) improve the Services; and (iii) report usage statistics on an aggregated, de-identified basis. Notwithstanding the foregoing, Liftoff’s use of any Client Content that constitutes Personal Information shall be subject to Section 17 of these Terms of Service (Personal Information). Client represents and warrants that it has created, developed and/or distributed the Client Content in compliance with all Applicable Laws. Client further represents and warrants that it has obtained all necessary consents, licenses, rights and authorizations to use Client Content and necessary to lawfully to provide Liftoff with the Client Content in accordance with and for purposes of this Agreement. To the extent Client requests that Liftoff make any modifications, additions, contributions and/or updates to any Client Content (collectively, “Liftoff Contributions”), such Liftoff Contributions shall be deemed to be Liftoff Property. In the event Liftoff provides Client with any Liftoff Contributions, Liftoff grants Client a non-exclusive, limited license to use the Liftoff Contributions for purposes of this Agreement.
From time-to-time, Client may make available to Liftoff, directly or indirectly, feedback, analysis, suggestions and/or comments related to the Service (collectively, “Feedback”). Client hereby assigns to Liftoff all right, title and interest in, without any attribution or compensation to any party, all Feedback and contents of the Feedback for any purpose whatsoever.

Payment. Client shall pay Liftoff the fees in the amount as and when specified in each applicable Order Form. If not otherwise specified in the Order Form, invoices will be due on receipt and Client shall pay Liftoff all invoices within five (5) business days of the invoice date. In the event Client disputes an item on an invoice, Client must notify Liftoff in writing (email is acceptable) within three (3) business days following Client’s receipt of the invoice or the invoice will be deemed accurate. Invoiced amounts remaining unpaid five (5) business days after payment is due will accrue interest at a rate equal to the greater of: (a) one and a half percent (1.5%) per month; or (b) the highest rate allowed by law. Liftoff reserves the right to suspend performance of the Services until any outstanding invoices are paid in full. Liftoff’s acceptance of any partial payment of an invoice will not waive its rights as to the remaining balances, nor in any way constitute accord and satisfaction. Client shall reimburse Liftoff for any costs or expenses incurred as a result of the collection of overdue amounts owed by Client. If Liftoff incurs any late fees due to Client’s delay in payment which are assessed by a third party in connection with any expenses, Client shall be responsible, and reimburse Liftoff, for any such late fees. Client shall be solely responsible for all applicable federal, state and local sales, use, value added, excise, duty and any other taxes.
Client’s Additional Representations and Warranties. Client represents and warrants that:

Client has the full right, power and authority to enter into these Terms of Service;
Client has obtained any and all required consent in connection with its collection of any Client Personal Information, has honored all relevant opt out, data sharing restrictions and unsubscribe requests, and any such use has been and shall be in compliance with all Applicable Laws;
Client shall be solely responsible and liable for all Client Content, including the content of all Messages and any disclaimers required by Applicable Law;
Client shall be solely responsible and liable for providing Liftoff with any Lists and updates thereto in accordance with Sections 1 and 4 herein;
Client has all necessary rights and authority to authorize Liftoff to send Messages on its behalf, in accordance with Applicable Laws; and
Any and all materials, Client Content (including, but not limited to, Messages), and other information provided by Client in connection with these Terms of Service: (i) will not contain material that is defamatory, slanderous, libelous, or obscene, portray any person in a false light, constitute an invasion of any right to privacy or an infringement of any right to publicity, copyright, trademark, or any other intellectual property right, or otherwise violate any rights of any third party; (ii) will comply with all Applicable Laws; (iii) will not give rise to a claim of a breach of contract involving any third party or to any business tort or similar claim of a third party or any violation of any foreign, federal, state, or local statute, or regulation; and (iv) will not otherwise be likely to expose either party to criminal or civil liability of any kind.

Liftoff’s Representations and Warranties. Liftoff represents and warrants that:

It has the full right, power, and authority to enter into these Terms of Service.

Indemnity.

Client agrees to defend, indemnify, and hold Liftoff , affiliates, subsidiaries, employees, officers, directors and agents (collectively, “Liftoff Indemnified Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including reasonable attorneys’ fees) that directly or indirectly arise from or are related to any third party claims, suits, actions, demands, or proceedings made or brought against a Liftoff Indemnified Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, including, without limitation: (i) the Client Personal Information, Appended Data and/or Client Content; (ii) any acts and omissions of Client; (iii) Client’s use of the Services, including, without limitation, any Message(s) sent on behalf of Client; (iv) Client’s actual or alleged breach of the Agreement, including these Terms of Service; (v) Client’s actual or alleged violation of any rights of another; and/or (vi) Client’s actual or alleged violation of any Applicable Law, including, without limitation, acts performed at the instruction of Client.
Liftoff agrees to indemnify, defend and hold harmless Client in and against any third-party claim or demand against Client arising out of Liftoff’s gross negligence or willful misconduct in connection with the Services.
A party (“Indemnified Party”) that intends to claim indemnification shall notify the other party ( “Indemnifying Party”) in writing, within ten (10) days of Indemnified Party’s receipt of any demand, claim, complaint, suit, proceeding or cause of action in respect of which the Indemnified Party intends to claim such indemnification (each an “Indemnified Claim”), and the Indemnifying Party shall have sole control of the defense and/or settlement thereof; provided that the Indemnified Party shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Indemnified Claim. The Indemnifying Party shall not, without the consent of the Indemnified Party which shall not be unreasonably withheld, enter into any settlement, create any obligation, or agree to any disposition of any Indemnified Claim. The failure to deliver written notice to the Indemnifying Party within such ten (10) day period after commence of any such Indemnified Claim, suit or proceeding, if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the Indemnified Party, but the omission to so deliver written notice to the Indemnifying Party shall not relieve the Indemnifying Party of any liability to any Indemnified Party that may not be waived under applicable law. The Indemnified Party, and its employees, at the Indemnifying Party’s request and expense, shall provide full information and reasonable assistance to Indemnifying Party and its legal representatives with respect to such Indemnified Claims covered by this indemnification. Nothing in this clause shall restrict or limit the Indemnified Party’s general obligation to mitigate a loss it may suffer or incur as a result of an event that may give rise to an Indemnified Claim; and an Indemnified Claim shall be in respect of any loss that is reasonably foreseeable.

Disclaimer of Warranties; Release and Waiver.

THE SERVICES ARE PROVIDED “AS IS” AND LIFTOFF HEREBY DISCLAIMS: (I) ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE); (II) THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE; (III) WHETHER ANY MESSAGES WILL BE ACTUALLY DELIVERED TO AND RECEIVED BY THE INTENDED RECIPIENTS; AND (IV) WHETHER THE APPENDED DATA WILL BE ACCURATE, OR THAT USE OF APPENDED DATA WILL COMPLY WITH APPLICABLE LAWS. LIFTOFF ASSUMES NO RESPONSIBILITY TO THE EXTENT ANY OF THE SERVICES OR DELIVERABLES ARE PROVIDED BY A THIRD PARTY.
By agreeing to receive and/or by using Liftoff’s Services, Client hereby agrees to forever promise not to sue, waive, hold harmless, release, remise and discharge Liftoff and Liftoff’s personnel (collectively, “Liftoff” for purposes of this provision) from any and all (including those in the present, past, and in the future): liabilities; damages; actions, rights of action, and causes of action; claims; demands; costs; and expenses of any kind related to, connected with, or arising out of the Services provided by Liftoff (the “Liabilities”) including but not limited to personal injury, death, property damage, or loss sustained (the “Release and Waiver”). This Release and Waiver applies to any and all Liabilities both foreseen and unforeseen, including without limitation negligence, breach of statutory or other duty of care, or damages to the Client for which Services are provided. Client further understands that under this Release and Waiver, Client have forfeited Client’s rights to sue or take other legal action against Liftoff and that this is a release of Liftoff’s liability that is valid forever. Client further agrees that if Client or anyone else on Client’s behalf asserts a legal claim contrary to what Client agreed to under this Agreement, the claiming party (meaning the party claiming Liftoff is liable for something specifically waived in this Release and Wavier) shall be liable for the expenses, including legal fees, incurred by Consultant in defending such legal claim. Client expressly understands and agrees that this Release and Waiver is intended to be as broad and inclusive as permitted by law and in the event, any portion of this Release and Waiver is found invalid, it shall be revised to the extent necessary to be in compliance with applicable law

Limitation of Liability. LIFTOFF IS NOT RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST FUNDRAISING, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT’S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF MESSAGE TO CLIENT WILL BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO LIFTOFF UNDER THE APPLICABLE ORDER FORM WITHIN THE PRIOR TWELVE (12) MONTHS.
Binding Arbitration; Class Action Waiver. Any controversy or claim arising out of or relating the Services or these Terms of Service shall be resolved solely by binding arbitration to be conducted in Montgomery County, Maryland in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (the “AAA”). Neither party shall object to Montgomery County, Maryland as a convenient forum. The arbitrator’s decision will be final and binding upon the parties. Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof. Each party shall be responsible for its own costs of arbitration and attorney’s fees. EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY ORDER FORM OR OTHER AGREEMENT WHICH, IN ANY WAY, ARISES OUT OF OR RELATES TO THIS AGREEMENT. ANY CLAIMS UNDER THIS AGREEMENT SHALL PROCEED INDIVIDUALLY AND NO PARTY SHALL JOIN IN A CLASS ACTION OR OTHER PROCEEDING WITH OR ON BEHALF OF OTHERS.
Governing Law; Time Bar. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to conflict of law principles. For any matters which are not subject to arbitration as set forth in these Terms of Service (e.g., injunctive relief), the parties irrevocably submit and consent to the exclusive jurisdiction and venue of the state and federal courts located in or closest to Montgomery County, Maryland. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLIENT MUST COMMENCE ANY DISPUTE WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.

Publicity. Neither party shall publish or use any advertising, sales promotions, press releases, or other publicity relating to these Terms of Service or that uses the other party’s name, logo, trademarks, or service marks without the approval of the other party, which approval shall not be unreasonably withheld. Neither party is authorized to communicate with any member of the press regarding any aspect of this Agreement or the Services provided hereunder. The foregoing notwithstanding, the parties agree that Liftoff may publicly refer to Client by name and use Client’s trademark and logo as part of Liftoff’s marketing material.
Non-Solicitation. Client shall not solicit, recruit, hire or otherwise employ or retain the employees of Liftoff working under these Terms of Service during the Term of these Terms of Service and for one (1) year following the termination or expiration of these Terms of Service without the prior written consent of Liftoff. In the event Client shall undertake one of the above activities, Client shall pay Liftoff a fee equal to fifty per cent (50%) of the employee’s annual salary.
Confidential Information. Each party (each, when receiving Confidential Information, a “Receiving Party”) acknowledges that it may acquire information and materials from the other party and knowledge about the business, activities and strategies of the other party (each, when disclosing Confidential Information, a “Disclosing Party”) and that all such information, materials, and knowledge acquired from Disclosing Party (collectively, “Confidential Information”) shall be the confidential and proprietary information of Disclosing Party. Receiving Party shall not: (a) disclose any Confidential Information to any third parties, except for its employees and subcontractors on a need-to-know basis who are under a like obligation of confidentiality; or (b) use any Confidential Information except in performing the Services. In addition, receiving Party shall safeguard the confidentiality of the Confidential Information, including, but not limited to, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information. Notwithstanding the foregoing, these Terms impose no obligations upon Receiving Party with respect to information, materials, and knowledge that: (i) is or becomes a matter of public knowledge through no fault of Receiving Party; (ii) was in Receiving Party’s possession before receipt from Disclosing Party; (iii) is rightfully received by Receiving Party from a third party without a duty of confidentiality; or (iv) is independently developed by Receiving Party. If a governmental agency or court of law requires that Receiving Party disclose any Confidential Information, prior to such disclosure Receiving Party shall give Disclosing Party reasonable advance notice and shall reasonably cooperate with Disclosing Party in obtaining a protective order narrowing the scope of such disclosure.

The parties agree that these Terms of Service and all work performed by Liftoff hereunder shall be treated by the parties in the strictest confidence and shall not be disclosed to anyone other than persons authorized by the parties to receive such information. Each party agrees to exercise at least the same standard of care to prevent the disclosure of Confidential Information as it exercises to prevent the disclosure of its own confidential information, but in no event less than reasonable care to safeguard and protect the confidentiality of the Confidential Information. The parties shall refer promptly all queries from third parties regarding the other party, in whatever form or circumstances they are made, to the other party.
Personal Information.

Data Protection Laws. Both parties agree to comply with all applicable data protection laws governing the use of Personal Information, including but not limited to: (i) the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. (“CCPA”), together with any amending or replacement legislation, including, but not limited to California Privacy Rights Act of 2020 and any regulations promulgated thereunder; (ii) the Virginia Consumer Data Protection Act of 2021, Va. Code Ann. § 59.1-571 to -581; (iii) the Colorado Privacy Act of 2021, Co. Rev. Stat. § 6-1-1301 et seq.; (iv) Connecticut Public Act No. 22-15, “An Act Concerning Personal Data Privacy and Online Monitoring”; (v) the Utah Consumer Privacy Act of 2022, Utah Code Ann. § 13-61-101 et seq.; and (vi) all other equivalent or similar laws and regulations in the United States relating to Personal Information and privacy, and as each may be amended, extended or re-enacted from time to time (collectively, “Data Protection Laws”).
Details of the Processing. Liftoff acknowledges that it may Process Personal Information (each as defined below) on behalf of Client pursuant to the express terms of an Order Form under these Terms (“Client Personal Information”), including, but not limited to: names, email addresses, street addresses, and cellular or mobile phone numbers. The subject matter of Processing of Personal Information is developing distinct segments of Client Personal Information for use in sending text messages to a distinct audience of recipients. The duration of Processing of Personal Information is as set forth in the Order Form. The nature and purpose of the Processing of Personal Information is solely for the purposes of providing the Services to Client in accordance with Client’s instructions as expressly set forth in the Order Form. The categories of Data Subjects included in the Processed Personal Information consist of supporters, donors, members, voters, and prospects.
Role of the Parties. The parties acknowledge and agree that with regard to the Processing of Client Personal Information, Client is the Business or Controller (as applicable) and Liftoff is the Service Provider or Processor (as applicable), and that Liftoff will engage subcontractors pursuant to the requirements set forth in Section 22 below. The parties acknowledge and agree that neither party has reason to believe that the other party is unable to comply with the provisions of these Terms of Service or otherwise that such party is in violation of any Data Protection Law. For clarity, Liftoff is not responsible for compliance with any Data Protection Laws applicable to Client or Client’s industry that are not otherwise generally applicable to Liftoff.
Liftoff’s Processing of Personal Information. Liftoff shall not: (i) Sell or Share Client Personal Information for any purposes not contemplated under this Agreement; (ii) retain, use, or disclose Client Personal Information for any purpose other than for the specific purpose of performing the Services or as otherwise permitted by Data Protection Laws; (iii) retain, use, or disclose Client Personal Information outside of the direct business relationship between Liftoff and Client; or (iv) combine Client Personal Information with Personal Information that Liftoff receives from or on behalf of another person or persons, or collects from its own interaction with the Data Subject, except as expressly permitted by Data Protection Laws, or as expressly permitted under this Agreement. Liftoff shall promptly notify Client after it makes a determination that it can no longer meet its obligations under applicable Data Protection Laws. Nothing herein shall limit or restrict Liftoff’s right to use Aggregate Data and/or Deidentified Data or limit Liftoff’s right to use Client Personal Information in any manner that is not restricted by specific Data Protection Laws. The terms “Controller,” “Business,” “Data Subject,” “Personal Information,” “Processor,” “Processing,” “Sell,” “Service Provider,” and “Share” in this Section 17 shall have the same meaning as defined in Data Protection Laws. “Aggregate Data” means information that relates to a group or category of individuals, from which individual identities have been removed, and that is not linked or reasonably linkable to any individual or household; “Deidentified Data” means information that cannot reasonably identify, relate to, describe, be capable of being associated with, be linked directly or indirectly with, or be reasonably be used to infer information about an identifiable natural person.
Rights of Data Subjects.

The parties shall reasonably cooperate in responding to Data Subject rights requests (“Data Subject Request”) and complying with requirements of Data Protection Laws in relation thereto.
If a Data Subject Request is made directly to Liftoff, Liftoff will promptly inform Client and will advise the Data Subject to submit the request to Client. Client will be solely responsible for responding substantively to any such Data Subject Requests or other communications involving Personal Information.

Data Security

Liftoff shall implement and maintain appropriate technical and organizational safeguards to protect the security, confidentiality, and integrity of Client Personal Information. In the event of any (A) unauthorized collection, use or disclosure of or access to Client Personal Information that requires notification to an individual, government or regulatory body, or law enforcement authority under Data Protection Laws, or (B) breach of Data Protection Laws with respect to Client Personal Information, Liftoff shall promptly notify Client.
If required of Liftoff under applicable Data Protection Laws, Liftoff shall reasonably cooperate with Client, at Client’s expense, in relation to any audit of Liftoff reasonably necessary to enable Client to comply with its obligations under Data Protection Laws (“Audit”). Any Audit shall be: (A) subject to a mutually agreed upon scope; (B) conducted by an independent third party who has signed a nondisclosure agreement with Liftoff; and (C) subject to the confidentiality obligations set forth in the Agreement. Client shall use reasonable endeavors to minimize any disruption caused to Liftoff’s business activities as a result of an Audit. Audits shall take place no more than once in any calendar year except as otherwise required of Liftoff under applicable Data Protection Laws. In addition, if required of Liftoff under applicable Data Protection Laws, Liftoff shall allow Client to take reasonable and appropriate steps to (x) ensure that Liftoff use of Client Personal Information is consistent with Client’s obligations under applicable Data Protection Laws, and (y) stop and remediate unauthorized use of Client Personal Information. Any information disclosed in connection with an Audit shall be Liftoff’s Confidential Information. In addition, upon Client’s request and to the extent required of Liftoff under applicable Data Protection Laws, Liftoff shall provide Client, at Client’s reasonable expense, with the reasonably necessary information needed for Client to carry out a data protection assessment related to Client’s use of the Services, to the extent that Client does not otherwise have access to the relevant information and that such information is reasonably available to Liftoff.
Liftoff shall maintain security incident management policies and procedures, and if at any time Liftoff determines that there has been any unauthorized access to or acquisition, use, loss, destruction, compromise or disclosure of any Personal Information maintained on Liftoff’s systems (“Security Incident”), Liftoff shall promptly: (A) notify Client in writing of such Security Breach; (B) investigate and take steps to remediate the Security Breach, and (C) provide information regarding the specific Client Personal Information adversely impacted by the Security Breach as reasonably requested by Client.

Return of Client Personal Information. Liftoff shall, on the written request of Client, return all Client Personal Information to Client and/or at Client’s request delete the same from its systems, except as otherwise permitted by applicable Data Protection Laws.
Term and Termination. The term shall be set forth in such Order Form (“Term”). These Terms of Service shall remain in effect from the date set forth on the Order Form until terminated by either party in accordance with this Section.

Either party may terminate an Order Form for convenience upon thirty (30) days’ written notice to the other party. Either party may terminate these Terms of Service and/or an Order Form immediately upon written notice to the other party if the other party: (i) materially breaches these Terms of Service and such breach (if capable of cure) remains uncured more than thirty (30) days after receipt of written notice of such breach; (ii) makes an assignment of substantially all of its assets for the benefit of its creditors; or (iii) either files a voluntary bankruptcy petition or has an involuntary petition for relief filed against it, and which petition is not dismissed or withdrawn within sixty (60) days. In the event Client fails to meet any obligations to Liftoff as described in these Terms of Service or the applicable Order Form including, but not limited to, timely payments to Liftoff, then Liftoff shall be entitled to immediately suspend performance of the Services.

In any of the events of termination of these Terms of Service or an Order Form, Client shall continue to be obligated to pay any and all amounts due to Liftoff for Services provided to Client prior to the effective date of the termination (including, but not limited to, all fees and expenses incurred by Liftoff in performing the Services up until the effective date of termination and for any Services, fees, and expenses approved by the Client on the Order Form prior to the effective date of termination). Notwithstanding the foregoing, Liftoff may, in its sole and absolute discretion, provide Client with a refund for any Services that have been approved by Client on the Order Form but not yet provided to Client as of the effective date of termination. In the event of termination, Client shall be responsible for all non-cancellable third-party costs and expenses.

Assignment. Neither party may assign or transfer these Terms of Service without the other party’s prior written consent, provided that Liftoff may assign these Terms of Service without the Client’s prior written consent to: (i) its subsidiary or affiliate, (ii) a purchaser of all or substantially all of its stock, business, membership interests, or assets, or (iii) a third party participating in a merger, consolidation, acquisition, corporate reorganization, and/or other corporate transaction. These Terms of Service shall be binding on the successors, legal representatives, and permitted assigns of the parties hereto. Any purported attempt to assign or transfer these Terms of Service in violation of this paragraph will be deemed null and void.
Force Majeure. Except for Client’s payment obligations hereunder, neither party shall be in default of any obligation under these Terms of Service to the extent performance of such obligation is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” includes, but is not limited to, epidemics, pandemics, fire, flood, explosion, telecommunications failure, strike, war, embargo, government requirement, act of civil or military authority, act of God, or any similar event, occurrence or condition that is not caused, in whole or in part, by that party and that is beyond the reasonable control of that party.
Relationship. The relationship of the parties is that of independent contractors. Each party, its employees and its agents shall not be deemed to be employees, agents, joint ventures, or partners of the other and shall not have the authority to bind the other.
Subcontractors and Other Third Parties. Liftoff shall be entitled to engage subcontractors to perform portions of the Services, provided that each such subcontractor agrees in writing to restrictions on the use and disclosure of Confidential Information and Personal Information no less protective of the Client’s interests than those set forth in these Terms of Service. Liftoff shall be responsible for all payments to its subcontractors, except as may be specified in the applicable Order Form. Liftoff shall reasonably cooperate with Client’s other contractors in connection with the Services, but shall not be responsible for the acts or omissions of any of Client’s contractors or subcontractors including, but not limited to, damage or lost revenues resulting from downtime or other events within the control of such contractors or subcontractors.

These Terms of Service are not intended to benefit any third party and shall not be deemed to give any right or remedy to any such party. In the event Client shall subcontract the Services to Client’s customer, Liftoff’s sole and exclusive liability hereunder shall be to Client. Client will indemnify and hold Liftoff harmless for any claims brought against Liftoff by Client’s customers, including but not limited to claims for warranties that are inconsistent with those contained herein and given to Client.
General. These Terms of Service contain the entire agreement between Liftoff and Client with regard to the subject matter hereof and supersede all prior agreements between the parties regarding such subject matter. Liftoff and Client acknowledge that no representations, inducements, promises, or agreements, oral or otherwise, have been made by Liftoff or Client regarding the subject matter hereof which are not contained in these Terms of Service. In the event these Terms of Service or an Order Form expires or is terminated, the provisions herein which by their nature survive any such expiration or termination, including without limitation, confidentiality, ownership, indemnification, and any payment obligations, shall remain operative and in full force and effect. Notwithstanding anything to the contrary contained herein, Liftoff shall have the right to amend these Terms of Service without prior notice to Client. Client agrees and acknowledges that Client’s continued participation in the Services constitutes acceptance of any such amendments to the Terms of Service. Neither party shall be deemed to have waived any rights under these Terms of Service, by course of dealing or otherwise, unless such waiver is given in writing and signed by the waiving party. If any provision of these Terms of Service is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms of Service and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms of Service (which will remain in full force and effect). Any notices under these Terms of Service shall be sent by certified or registered mail, return receipt requested, to the address specified below, or such other address as the party specifies in writing; such notice shall be effective upon its mailing as specified.