Service Agreement

1. Introduction

1.1 Introduction

OptSpot has licensed proprietary web-based software and databases that simplify wireless text messaging ("SMS") using short code technology. Implementation and maintenance is referred to as the "Service".

2. License

2.1 License

OptSpot grants Client and Designees a non-exclusive, nontransferable license to use the Service for business purposes. The Service remains OptSpot's exclusive property and is licensed, not sold.

2.2 Service Provided

Services include:

• Account management platform for SMS communication with Client Customers
• Two-way standard and premium campaigns with results reports
• Multimedia messaging capabilities (ring-tones, wallpapers, images, audio, video)
• Secure server maintenance of Client Property with 24/7 access and minimum 99.5% uptime
• Message delivery "as sent" (OptSpot not responsible for ultimate recipient delivery)

2.3 Technical Support

Support available 9 a.m. to 6 p.m. AZ Time, plus 24/7 email support for major failures.

• Severity 1 (catastrophic): Resolution within 24 hours
• Severity 2 (significant impact): Resolution within 72 hours

2.4 Copyright

OptSpot retains all intellectual property rights. Client cannot remove proprietary notices or use OptSpot's source code, company name, or logos except in connection with licensed Service use.

2.5 Confidentiality

Both parties maintain confidentiality of proprietary information. OptSpot specifically protects Client Property — all contact data, emails, phone numbers, addresses — and will not compile, buy, sell, rent, trade, or use this information without express written consent.

2.6 Restrictions

Client cannot:

1. Use or copy OptSpot except as provided herein
2. Modify or merge the Software
3. Publish, display, disclose, rent, lease, loan, distribute, or create derivative works
4. Remove copyright, trademark, or proprietary notices
5. Reverse engineer, decompile, translate, adapt, or dissemble
6. Sublicense or assign the license
7. Copy terms and conditions for own use

Prohibited Uses:

• Unsolicited SMS/MMS ("Spam")
• Messages from purchased/harvested lists without express consent
• Harassing, defaming, abusive, threatening, libelous, or slanderous content
• Pornographic, sexually explicit, or racially objectionable content
• Content promoting illegal substances or violating minor protection laws
• Copyrighted material without authorization
• Computer viruses or code that disrupts operations or violates privacy
• Illegal activities (chain letters, illegal contests)
• Impersonation
• Violation of laws or causing OptSpot legal violations

OptSpot may monitor content and remove violations with reasonable notice.

2.7 Best Practices and Privacy Policies

OptSpot complies with CAN-SPAM laws and Mobile Marketing Association best practices. OptSpot is not obligated to share complaint phone numbers with Client.

2.8 Addressing Spam Complaints

If Client is listed by anti-spam organizations, OptSpot may require "double opt-in" verification for new users.

2.9 Custom Development

OptSpot owns all intellectual property rights for custom development work.

2.10 Enforcement

Upon breach of Sections 2.4, 2.5, or 2.6, the non-breaching party may seek equitable relief including injunctive relief and damages.

2.11 Term and Termination

Agreement commences on the execution date for one (1) month, then continues month-to-month until termination notice. Upon termination, Client must cease using the Service. OptSpot provides an electronic copy of Client Property, retains copies for compliance, and does not thereafter disclose or use Client Property.

2.12 Non-Payment

• Fees unpaid within 60 days: 10% late fee
• Fees unpaid within 90 days: 15% late fee plus account termination
• Past due fees accrue 10% interest or maximum legal rate
• Returned checks/chargebacks: $25 per incident

2.13 Risks

The platform may contain errors and produce unexpected results. Client must backup data. Client assumes risk of message non-delivery. OptSpot cannot guarantee ultimate message delivery due to factors beyond parties' control.

3. Disclaimer of Warranties and Remedies

3.1 Disclaimer of Warranty

OptSpot is provided "AS IS." OptSpot disclaims all warranties except as legally required, including merchantability and fitness for particular purpose. OptSpot does not warrant error-free operation, uninterrupted service, or compatibility. Client understands many factors beyond OptSpot's control may prevent message delivery.

If Client receives a claim that OptSpot infringes patents, copyrights, or IP rights, Client must notify OptSpot promptly. OptSpot may defend, settle, procure continuing rights, modify the Service, or refund fees. Client indemnifies OptSpot from third-party claims related to Client or Designee use.

3.2 Limitations of Liability

Neither party is liable for incidental or consequential damages (indirect, special, punitive, exemplary) arising from this Agreement or third-party claims. Liability is limited to actual damages incurred.

3.3 Review

OptSpot does not intend to edit or review content Client distributes for accuracy or appropriateness.

4. Miscellaneous

4.1 Miscellaneous

This license cannot be transferred without OptSpot's express written consent. Neither party is liable for failures beyond their control (acts of God, government acts, fire, flood, strikes). Each party complies with applicable laws.

Export Restriction: This Agreement is subject to U.S. export laws. Client cannot export the Software or documentation without OptSpot consent and compliance with such laws.

No waiver of default constitutes waiver of other provisions or breaches. This Agreement is entire and supersedes prior agreements. Changes require written signatures from both parties.

4.2 No Agency

OptSpot is an independent contractor. No agency, partnership, joint venture, or employment is created.

4.3 Assignment of Accounts

Neither party may assign rights without prior written consent. This Agreement binds successors and assigns.

5. Payment

Client pays OptSpot based on the Pricing Schedule on a month-to-month basis. Client automatically upgrades to the next package upon reaching current limits. Accounts are automatically billed for message credits when zero remain. Message credits rollover monthly with 12-month expiration.

6. Cancellation Policy

OptSpot requires 30-day email notice to support@optspot.com. Accounts are charged normal monthly fees plus overages through the cancellation effective date.

7. Data Ownership and Access

OptSpot acknowledges all customer contact data (phone numbers, names, personal information) is Client's sole property. Upon cancellation, Client retains full ownership. Client is responsible for downloading data before termination. OptSpot may retain secure copies for legal or compliance purposes.

Provision of Content: Client must provide all necessary content within ten (10) calendar days of execution. Client is responsible for copywriting and assets unless in Scope of Work. Service delays may result if Client fails to provide content, though Client's payment obligation continues.

Intellectual Property Rights: All materials produced (websites, digital ads, copy) belong to Client upon full fee payment. OptSpot retains rights until payment is complete.

Client Delays: Project timeline delays do not affect payment timelines.

Copy Revisions: If Scope includes copy, Client receives one (1) hour of unlimited revisions. Additional revisions billed at $100/hour in 30-minute blocks.

Warranty Disclaimer: Due to digital marketing and software nature, OptSpot disclaims all express or implied warranties, including merchantability.

Non-Refundability: All Client payments are non-refundable.

Dormancy: Services are completed within six (6) months of agreement execution. No further services are provided after this period, and all compensation is non-refundable.

Right to Work with Any Client: OptSpot may serve competing clients and prioritizes projects at its sole discretion. Client waives objections.

Disclaimer Regarding Sensitive Information: OptSpot exercises best efforts protecting sensitive information (credit card data, customer information, digital files) but is not liable if unauthorized third parties receive such information.

Confidentiality: Both parties maintain confidentiality of non-public information for five (5) years after agreement termination.

Display of Client's Work Product: OptSpot may display Client content unless Client refuses in writing.

Election to Terminate: OptSpot may terminate this Agreement anytime, with or without cause. Upon Client default termination: (i) Client ceases using Agency Content not yet licensed; (ii) Client delivers all copies within ten (10) days; (iii) all amounts immediately become due.

Force Majeure: Neither party is liable for failures from Acts of God, war, civil unrest, terrorism, government action, labor disputes, strikes, or utility service interruptions.

Indemnity: Client indemnifies OptSpot (and its owners, officers, shareholders, employees, agents, contractors, subcontractors, affiliates) against damages, claims, and expenses from content Client doesn't own outright or have license rights to use.

No Guarantee of Results: OptSpot makes no representations about advertising results, search engine rankings, lead quality/quantity, marketing success, or profitability. OptSpot is not liable for consequential, incidental, indirect, special, punitive, or exemplary damages (lost profits, business, goodwill).

Dispute Resolution: Upon disputes, both parties meet in-person in Santa Rosa Beach, FL, or via video conference without counsel for good faith resolution attempts.

Arbitration Award Limits: An arbitrator cannot award damages exceeding OptSpot's fees received from Client.

Agency Work Requests: OptSpot requires minimum two (2) business days' notice for work requests. Requests with less notice may not be honored. If honored, Client pays $500 rush charge plus service costs.

Termination of Agreement: Client may terminate after initial contract terms expire by providing forty-five (45) calendar days' written notice to OptSpot. Effective termination date is notice receipt date. OptSpot continues receiving compensation through the 45-day period.

Staff Protection: Client agrees to refrain from harassment, abusive behavior, or undue pressure toward OptSpot staff. OptSpot may immediately terminate for such conduct.

Non-Disparagement: Neither party disparages, slanders, belittles, or criticizes the other on social media, third-party websites, or other media.

Subcontracting: OptSpot may subcontract work. All subcontractors are bound by OptSpot's confidentiality and quality terms.

Branding and Customization of Client Websites

Website Nature and Purpose: Client acknowledges OptSpot websites are branded, not custom. Websites drive lead generation for Client's text club using OptSpot's proven templates.

Template Use for Lead Generation: Templates optimize text club lead generation while aligning with Client branding.

Results-Oriented Approach: Websites emphasize functional, results-driven design focused on text club membership growth over extensive aesthetic customization.

Client Understanding and Agreement: Client accepts the website leverages non-custom, proven templates optimized for lead generation, prioritizing practical results over extensive customization.

Website Management and Third-Party Access: OptSpot manages, maintains, and optimizes all client websites on its proprietary platform. OptSpot does not grant third-party editing/management access. All updates are requested directly from Client. Clients receive up to two hours monthly edits (additional hours billed at $99/hour).

Edit Allowance: Clients receive up to two (2) hours monthly edits (additional hours billed at $99/hour) to maintain website effectiveness and alignment with Client branding.

Website Hosting: Freedom Package clients include website hosting in one-time setup fees with no separate monthly hosting charge. Non-Freedom Package clients pay $2,500 one-time design/setup plus $199/month hosting.

Website Platform and Termination: OptSpot websites are built on proprietary platform and cannot be transferred elsewhere. Upon termination, Client has 60 days to move the website unless OptSpot agrees otherwise. Extended hosting during this period costs $150/month.

Website Redesigns: Redesign requests incur $2,500 fee covering strategic overhaul aligning with updated branding/functionality while maintaining lead generation focus using OptSpot frameworks.

Redesign scope includes initial consultation, layout changes, template adjustments, and branding updates. Additional customizations outside initial scope bill at $99/hour. Redesigned websites remain bound by platform and hosting conditions. Upon service termination, redesigned websites follow non-transferability policies.

Nature and Focus of Digital Advertising Services

Service Overview: Digital advertising focuses on Client text club lead generation using OptSpot's proven strategies developed by marketing experts.

Strategy and Execution: OptSpot uses targeted campaigns optimized for engagement and conversion, aligned with Client branding but primarily driving text club sign-ups. OptSpot includes up to four (4) hours monthly graphic design work on digital ads. Graphic design exceeding four (4) hours monthly bills at $99/hour.

Results-Driven Approach: Digital ad effectiveness is measured by text club lead generation and conversion rates, emphasizing practical membership growth results.

Client Understanding and Commitment: Client accepts OptSpot digital ads are optimized for text club lead generation, prioritizing tangible membership growth and engagement results over extensive customization or purely aesthetic considerations.

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