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Pay-Per-Show Terms of Service

Virtual Blue Agency Agreement — version v15, last updated September 25, 2026

New Pay-Per-Show clients sign these terms at signup. Existing clients stay on the version they signed until they accept a newer one.

Reference copy — your signed agreement (with your order details) is linked in your confirmation email and in the client portal.Version v15

Virtual Blue Agency Agreement

This agreement (“Agreement”) is between Virtual Blue Agency LLC, a Wyoming limited liability company doing business as Virtual Blue Agency (“Provider”) and the client who accepts it (“Client”).

How these terms are accepted: Client accepts this Agreement by signing it electronically during onboarding. Later purchases of Showed Appointments — a prepaid package in the client portal, auto top-up, or a per-appointment charge — are made under the version Client signed; a newer version applies only once Client signs it (Sections 6 and 15). The version and effective date are shown above.

1. Introduction

The Provider provides the lead-generation and appointment-setting Services described in Section 3 to connect Client — a licensed annuity/retirement producer — with prospective annuity clients. The Provider's team, including its setters, schedules and confirms qualified appointments on Client's calendar. The engagement commences on the date this Agreement is executed by Client (the "Execution Date") and continues on a per-appointment basis; there is no fixed campaign term. Delivery of the Services is governed exclusively by Section 3, and Client is billed per Showed Appointment as defined in Section 2.1.

2. Payment Terms

  • Price: $1,000 per Showed Appointment, as defined in Section 2.1.
  • Prepaid Packages: Client purchases Showed Appointments in prepaid packages — a whole number of appointments at $1,000 each, subject to the minimum package size shown at the time of purchase. The initial package is due upon execution of this Agreement; further packages may be purchased at any time through the Client portal.
  • Ongoing Fees: Once the prepaid Showed Appointments have been delivered, Client pays $1,000 for each additional Showed Appointment delivered under this Agreement — charged as delivered or covered by a further prepaid package.

Payment Method: Client agrees to adhere to the per-appointment payment terms and understands that failure to make timely payment may result in suspension or termination of Services.

Payment Schedule: Each prepaid package is paid in full at the time of purchase and is earned as each Showed Appointment it covers is delivered pursuant to Section 2.1. After the prepaid Showed Appointments have been delivered, a fee of $1,000 becomes due for each additional Showed Appointment. Client authorizes Provider to automatically charge the payment method on file for each additional Showed Appointment as it is delivered. No fee is charged for appointments that do not meet the definition of a Showed Appointment under Section 2.1.

Balance: When Client's prepaid Showed Appointments have been used, Provider may pause new bookings until Client purchases a further package. Appointments already booked remain valid and are billed under Section 2.1 if they show. Each Showed Appointment delivered beyond the prepaid appointments is owed at $1,000 and may be charged to the payment method on file or deducted from the next package Client purchases; any amount outstanding is past due for purposes of Sections 2 and 12.

Payment Authorization: Client authorizes Provider to charge (i) each prepaid package Client purchases, at the time of purchase, and (ii) $1,000 for each additional Showed Appointment delivered beyond the prepaid appointments, which fees may be charged individually or as prepaid packages of Showed Appointments (including through the Client portal's auto top-up feature when enabled by Client). Client agrees not to initiate chargebacks or payment disputes except in cases of demonstrable fraud or unauthorized charges. Client acknowledges that the fees paid are for access to intellectual property, lead generation, and appointment-setting services, and are not tied to any guaranteed sale or outcome. All fees are non-refundable once the corresponding Showed Appointment has been delivered, except as provided in Section 4. (See Section 4.)

2.1 Showed Appointment Definition

A "Showed Appointment" means a scheduled appointment between Client (or Client's representative) and a prospect generated by Provider, where the prospect joins or attends the scheduled call or meeting — whether conducted by video conference or by telephone — and either (a) remains for at least five (5) minutes, or until Client ends the appointment if Client ends it earlier other than because the prospect asked to reschedule, or (b) shares personal and financial information (for example, age, retirement savings, assets, or income) with Client or Client's representative during the call or meeting. An appointment where the prospect does not attend (a "no-show") is not a Showed Appointment and carries no fee.

Provider relies on calendar, call, and CRM records, together with call and meeting recordings and transcripts, to determine whether an appointment showed. Client must keep these systems accessible and accurate; absent contrary records, Provider's logs, recordings, and transcripts are conclusive of whether an appointment showed.

2.2 Recording & Verification

Client acknowledges and consents that appointments and related calls may be recorded, transcribed, and processed (including by automated and AI-assisted tools) for attendance verification, quality assurance, coaching, and billing-dispute resolution. Client agrees to admit Provider's meeting assistant (the "AI Notetaker") to every scheduled appointment; Client's refusal to admit, or removal of, the assistant waives Client's right to dispute that appointment's Showed status. Each party agrees to comply with applicable call-recording consent laws in its communications with prospects.

2.3 First Appointment Commitment

Provider will use commercially reasonable efforts to deliver Client's first booked appointment within fourteen (14) days of the Execution Date, subject to Client completing onboarding and providing calendar access. If no appointment has been booked on Client's calendar within that period, Client may request, as Client's sole and exclusive remedy, a full refund of the unused prepaid amount.

3. Services Provided

3.1 Lead Generation & Qualification

Provider will run advertising and outreach to generate prospective annuity clients and will screen them against the qualification criteria agreed with Client (which may include factors such as age, investable assets, state of residence, and interest in annuity or retirement products). Delivery of a lead is complete when the prospect is generated and recorded in the CRM.

3.2 Appointment Setting

Provider's setter will contact qualified prospects and schedule appointments on Client's calendar, and will send reasonable confirmation and reminder communications before each appointment. Delivery of this component is complete when an appointment is booked on Client's calendar; billing for a given appointment occurs only if and when it becomes a Showed Appointment under Section 2.1.

3.3 CRM and Communication Access

Provider will create a client workspace in the CRM and a dedicated Slack channel, and transmit access to the email address provided by Client. Delivery of this component is complete when credentials are transmitted to Client, and/or access is otherwise granted. Client acknowledges that CRM activation may require completion of an account activation step with the third-party CRM (e.g., accepting an invitation or activating a free-tier account). Provider's obligation is satisfied by transmitting the activation link and instructions to the Primary Contact Email, and any delay or failure by Client to complete that step does not constitute non-delivery.

Each person given access to the Client portal, the CRM, or Client's dedicated Slack channel at Client's request acts as Client's representative until Client asks Provider to remove that access. Their actions — including confirming that an appointment took place (which charges the Showed Appointment fee), reporting that an appointment did not count, placing calls, and purchasing packages — bind Client, and the protocol in Section 3.7 applies to their conduct as if it were Client's.

3.4 Dependencies

Client is responsible for holding all required licenses and carrier appointments, providing accurate contact and calendar information, attending the scheduled appointments, conducting its own sales process, and performing timely follow-up. Where these Client requirements are not fulfilled, Provider's delivery obligation for the affected component is satisfied by generating the lead and/or booking the appointment as set out above. Client's non-attendance, lateness, or failure to follow up does not entitle Client to any refund or credit for a Showed Appointment.

If a prospect does not join the scheduled video conference, Client will promptly attempt to reach the prospect by telephone using the calling tool Provider assigns to Client — the portal dialer where Provider has enabled it for Client, and otherwise the Provider-supplied CRM (the "Assigned Calling Tool") — so that the attempt and any resulting conversation are captured in the records described in Section 2.1. A conversation completed by telephone is a Showed Appointment on the same terms as a video meeting, and conducting the conversation outside Provider's systems does not exempt it from Section 2.

3.5 Exclusions

Delivery of Services does not include closing sales, operation of Client's licensing or carrier relationships, suitability or compliance review of any annuity recommendation, third-party fees, or any deliverable not expressly listed in Sections 3.1 through 3.4. No sales, commissions, placement, or results are promised or guaranteed, and no service-level commitments (including response times, uptime, or performance thresholds) are provided.

For purposes of this Section 3, "transmit" means Provider sends assets or credentials to the Primary Contact Email provided by Client. Proof of Provider send logs are conclusive of transmission.

3.6 Delivery and Completion

Delivery of Services occurs, for each appointment, when the appointment becomes a Showed Appointment under Section 2.1; for leads and bookings, upon generation or booking as described in Sections 3.1 and 3.2. Delivery does not depend on Client's attendance, sales outcomes, or follow-up.

3.7 Client Appointment Protocol

Because Client pays only for Showed Appointments, the parties rely on the following protocol to keep attendance verification fair to both sides. For every appointment Provider books, Client agrees to:

  • No contact before the appointment. Client will not call, text, or email a prospect before the scheduled appointment time; Provider's setters handle all confirmations and reminders. If a prospect does not attend after Client contacted them before the appointment, that appointment is billable as a Showed Appointment.
  • Calendar accuracy. Client will keep the calendar connected to Provider's booking system connected and accurate, and will keep the times it cannot take blocked on it. Provider may book any slot that is open when it is booked and starts at least three (3) hours after the booking is made, up to the booking window configured in Provider's booking system; Client must therefore block a time before it can be booked. An appointment booked into an open slot is a valid appointment, and blocking or changing the slot after the booking does not cancel it. If Client does not attend an appointment that the prospect attends or attempts to join, that appointment is billable as a Showed Appointment.
  • Booked appointments. Client will attend every appointment Provider books as described under Calendar accuracy at its scheduled time; if Provider books a time Client had blocked before the booking, or with less than three (3) hours' notice, Client tells Provider in Client's dedicated Slack channel before that time and Provider's setters rebook it. Client will not reschedule, move, cancel, decline, or delete an appointment Provider has booked — whether in Provider's booking system or in any calendar connected to it — and will not ask a prospect to change the time; any change a prospect requests is handled by Provider's setters (contact with a prospect after a recorded no-show is governed by Section 4). Client creates any follow-up as a new, separate entry in Client's own systems and never by editing an appointment Provider booked. An appointment that Client moves, cancels, or edits remains subject to Section 2.1 as of its original scheduled time: it is billable as a Showed Appointment if the prospect attended or attempted to join at that time, or if a conversation with the prospect that meets either test in Section 2.1 took place at that time or later.
  • Joining. Client will be in the meeting room no later than the scheduled start time (Provider recommends joining five (5) minutes early), using the video-conference link on the calendar connected to Provider's booking system, and will join as host or co-host so that the AI Notetaker can be admitted. If Client is not present at the scheduled start time and the prospect joins or attempts to join before Client arrives, the appointment is billable as a Showed Appointment. Where the AI Notetaker cannot join an appointment because of Client's meeting link or meeting settings, that is treated as a refusal to admit under Section 2.2.
  • No-show steps. If the prospect has not joined at the scheduled start time, Client will (a) remain in the meeting room, (b) call the prospect at the scheduled time using the Assigned Calling Tool (Section 3.4), so that the call is recorded, (c) wait at least five (5) minutes from the scheduled start, and (d) call the prospect once more using that tool — with the AI Notetaker present throughout. Where Client does not follow these steps, the appointment does not qualify for the no-show exemption in Section 2.1: Provider may treat it as a Showed Appointment and bill it accordingly, whether or not the prospect joined, and Client waives the right to dispute Provider's determination.
  • Calls and follow-up. Client makes every call to a prospect about a booked appointment, and any later call to a prospect whose appointment was recorded as a no-show, using the Assigned Calling Tool (Section 3.4) so that they are recorded. Client conducts in Client's own systems, rather than by booking follow-ups in Provider's CRM or calendar, any follow-up with a prospect whose appointment showed; any later contact with a prospect whose appointment was recorded as a no-show is subject to the reporting duty in Section 4. If a call reaches voicemail, Client will identify themselves and the scheduled meeting only, and will not leave personal contact details (a personal phone number, email address, or other direct contact channel) in the message. A call placed outside the Assigned Calling Tool, or a voicemail message carrying personal contact details, is treated as contact outside this protocol: if the prospect then does not attend, the appointment is billable as a Showed Appointment.
  • Outcome confirmation. Client will confirm each appointment's outcome in the Client portal (portal.virtualblueagency.com) promptly after the appointment, and in any event within two (2) business days of the scheduled time. Client's confirmation that an appointment took place is Client's acceptance that it is a Showed Appointment, and the fee is charged at that time. Client's report that an appointment did not count submits it for Provider's review under Section 2.1 or, where Client reports a qualification issue, as a request under Section 4.1, and Provider's determination is final. A submitted outcome may be changed only by Provider. Where Client does not confirm within that period, Provider determines whether the appointment showed from the records described in Section 2.1, and that determination is final and billable accordingly. Where Provider records an appointment's outcome within that period and before Client confirms it, Client may dispute that outcome at support@virtualblueagency.com within three (3) business days of the appointment.

For purposes of this Agreement, "business days" means Monday through Friday in the America/New_York (Eastern) time zone, and an appointment's scheduled time is the time recorded in Provider's booking system when Provider booked it, or as later changed by Provider's setters; a change made by Client, or through a calendar connected to that system, does not change it.

4. No-Show Policy, Appointment Credits & Refunds

Because Client pays only for Showed Appointments, Client's primary protection is that no fee is charged for a no-show (Section 2.1). Provider does not guarantee any specific number of appointments, sales, commissions, or income outcomes; results vary based on market conditions, licensing, Client's sales ability and follow-up, and other factors.

If Client (or Client's representative) subsequently establishes contact with a prospect whose appointment was recorded as a no-show — whether the prospect answers a later call, reschedules directly with Client, or the conversation otherwise takes place after the missed slot — Client must report that contact to Provider in Client's dedicated Slack channel with Provider within two (2) business days (or, if the channel is unavailable, at support@virtualblueagency.com). If the conversation meets either test in Section 2.1, the appointment is treated as a Showed Appointment and charged accordingly. Failure to report such contact is a material breach of this Agreement, and where Provider's records reveal an unreported contact, Provider may treat the appointment as a Showed Appointment and bill it.

4.1 Appointment Credit for Non-Qualifying Appointments

If a Showed Appointment materially fails the qualification criteria agreed under Section 3.1 (for example, a prospect who is plainly outside the agreed age, asset, or state parameters), Client may request a credit or replacement appointment by submitting the dispute through the Client portal (portal.virtualblueagency.com) or by notifying Provider at support@virtualblueagency.com, in either case within three (3) business days of the appointment, with reasonable supporting detail. Approved requests are resolved by a replacement appointment or a credit toward a future Showed Appointment, at Provider's reasonable discretion. Disagreement with a prospect's buying decision, budget, or interest level is not grounds for a credit.

If Client determines during a Showed Appointment that the prospect does not meet the minimum investable-asset requirement agreed under Section 3.1 (currently $250,000), Client must politely conclude the sales conversation and report the qualification issue to Provider within twenty-four (24) hours through the Client portal or at support@virtualblueagency.com.

If, after learning that the prospect is below that requirement, Client continues a substantive sales discussion, requests additional financial information, provides or prepares an illustration, or schedules or conducts a follow-up, Client has accepted the opportunity: the original appointment counts as a completed Showed Appointment and does not qualify for a credit or replacement. A subsequent no-show on such a follow-up does not reverse Client's prior acceptance of the original appointment.

4.2 Non-Refundable Items

Client acknowledges and agrees that the following are strictly non-refundable under all circumstances:

  • Meta/Facebook advertising spend
  • Third-party platform fees
  • CRM subscription fees
  • Domain purchases
  • Phone number setup fees
  • Verification or compliance-related fees
  • Any third-party software or platform charges paid directly by Client

Advertising spend is paid directly to Meta Platforms, Inc. (Facebook) and is not collected, held, or controlled by Provider.

4.3 Refund Eligibility Limitation

Client acknowledges that the purpose of the Services is to generate qualified annuity appointments and sales opportunities. Accordingly, Client shall not qualify for any refund or credit on a Showed Appointment where Client receives a positive return on investment ("ROI"), defined as generating commissions, issued business, or attributable sales revenue equal to or greater than the combined total of (a) Provider fees, and (b) advertising spend incurred during the applicable period.

By signing this Agreement, Client acknowledges that they have read, understood, and agreed to all payment, no-show, credit, and refund terms outlined herein.

5. Chargebacks and Collections

Client agrees to first submit any refund request directly to Provider and allow a reasonable opportunity for review and resolution prior to initiating any chargeback, payment dispute, or reversal request with any financial institution or payment processor. Client acknowledges that any unauthorized chargeback or payment dispute initiated after agreeing to this Agreement, and without first following the refund request procedures outlined herein, shall constitute a material breach of this Agreement. In the event a chargeback or payment dispute is initiated, Client agrees to the following:

  • Immediate Suspension of Services: Provider reserves the right to immediately suspend all services, including access to ad management, CRM platforms, marketing campaigns, and any other program components, pending resolution of the dispute.
  • Repayment Obligation: Client must repay the full disputed amount, plus all associated fees incurred by the Provider in responding to the chargeback. This includes merchant fees, administrative processing costs, and legal expenses.
  • Collections: If payment is not received within fifteen (15) days of written notice from Provider, the outstanding balance may be referred to a third-party collections agency. Client agrees to pay all reasonable costs of collection, including agency fees up to thirty-five percent (35%) of the amount owed, court costs, filing fees, and attorney's fees, whether or not formal litigation is filed.
  • Credit Reporting and Legal Action: Provider reserves the right to report unpaid balances to credit bureaus and pursue legal remedies, including litigation and recovery of court costs and attorney's fees.

Client acknowledges that initiating a chargeback does not nullify the financial obligations set forth in this Agreement.

6. Ongoing Appointments

This Agreement does not auto-renew and is not a subscription. Provider continues to deliver leads and appointments on a per-appointment basis, and Client continues to be billed $1,000 per Showed Appointment, until either party ends the engagement under Section 12. The CRM and Slack channel access described in Section 3.3 remain available while the account is in good standing.

This Agreement also governs every later purchase and continuation of the Services — including additional Showed Appointments, prepaid packages of Showed Appointments bought through the Client portal (including auto top-up), and any resumption of Services after a pause — without a new signature. Each such purchase is made under this Agreement as signed by Client, together with any change Client has accepted under Section 15. Provider may publish newer versions of its terms at https://virtualblueagency.com/agreement; a newer version applies to Client only once Client accepts it as set out in Section 15.

7. Defamation and Honest Reviews

Client agrees not to make, publish, or communicate to any person or entity—whether verbally, in writing, or online—any statement concerning the Provider, its employees, contractors, services, or business practices that Client knows to be false or that is defamatory, and not to disclose Provider's confidential information (Section 8) or the personal information of Provider's prospects, employees, or contractors.

Nothing in this Agreement prohibits, restricts, or penalizes Client for posting or sharing an honest review, rating, or other truthful assessment of Provider's services, including a negative one, on any website, social media platform, or other forum, or for making any other statement protected by law, including a complaint to, or communication or cooperation with, a government agency, regulator, or court. The only exception, which the Consumer Review Fairness Act permits, is that a public review or statement may not disclose Provider's trade secrets or the confidential program materials protected by Section 8, or the personal information of Provider's prospects, employees, or contractors, which Client remains obligated to protect. Client may still describe the Services, including their price and the results Client received, in Client's own words. Provider claims no ownership of, or license to, Client's reviews. This Section 7 shall be interpreted consistently with the Consumer Review Fairness Act of 2016 (15 U.S.C. § 45b) and applicable state law.

If Client breaches this Section 7, Provider may ask Client to remove the statement and may pursue the remedies available under applicable law.

8. Copyright and Confidentiality

Copyright Protection: All materials provided in this program, including but not limited to videos, documents, templates, scripts, and training modules, are the exclusive intellectual property of Provider and are protected by copyright law. Any reproduction, distribution, or sharing of these materials without prior written consent from Provider is strictly prohibited and may result in legal action.

Confidentiality Agreement: Client agrees to maintain the confidentiality of all proprietary information received during the program. Unauthorized disclosure, distribution, or use of program content is prohibited and constitutes a breach of this Agreement.

Enforcement and Penalties: All program materials, including but not limited to videos, documents, and templates, are protected by copyright law. Client acknowledges that a breach of copyright or confidentiality provisions will result in immediate termination of this Agreement and may lead to legal action, including but not limited to injunctive relief, monetary damages, and reimbursement of legal fees incurred by Provider.

Monetary Damages: Client agrees that any unauthorized distribution of Provider's materials, including online sharing or posting, will result in liquidated damages of $25,000 per occurrence, in addition to all legal remedies available under copyright law, and remains enforceable in various jurisdictions.

9. Non-Compete Clause

Prohibition on Use of Intellectual Property for Competition: Client agrees that the materials, strategies, systems, and intellectual property provided by the Provider during the program, including but not limited to scripts, workflows, templates, funnels, surveys, forms, training modules, ad creatives, and proprietary systems, are solely for the Client's individual use in their personal or business operations.

The Client is strictly prohibited from:

  • Developing Competing Programs: Using, sharing, or modifying any portion of the provided materials to create, develop, or offer competing programs, training modules, marketing systems, or any other services similar to the program provided by the Provider.
  • Soliciting Provider's Clients: Approaching or attempting to solicit any current or past clients of the Provider for competing services or programs during the term of this Agreement and for a period of 24 months thereafter.
  • Employment or Association with Competitors: Engaging with or working for competing programs, companies, or entities that offer similar services based on the materials or systems provided by the Provider during the program.

To ensure compliance with this provision:

  • The Client acknowledges that any breach of this clause will result in immediate termination of this Agreement, forfeiture of access to the program, and potential legal action.
  • The Client agrees to pay liquidated damages in the amount of $15,000 per occurrence for any breach of this clause. This amount is not a penalty but a reasonable estimation of the damages the Provider would suffer.
  • The Client further agrees to reimburse the Provider for all legal fees, court costs, and any other expenses incurred in enforcing this clause.

Duration and Jurisdiction: This non-compete clause shall remain in effect during the term of this Agreement and for 24 months following the conclusion of the program. The parties agree that this clause is enforceable to the fullest extent permitted by the laws of the state of North Carolina. If any portion of this clause is deemed unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

10. Regulatory Compliance Disclaimer and Indemnification

Provider affirms that it makes every reasonable effort to ensure that advertising materials, campaigns, and strategies are designed in good faith to align with commonly accepted insurance marketing and advertising standards. However, Client acknowledges and agrees that insurance regulations vary by state, carrier, and governing body, and that Provider cannot guarantee compliance with every jurisdiction or carrier-specific requirement.

Client is solely responsible for reviewing, submitting, and obtaining any required approvals from carriers, broker-dealers, or regulatory authorities prior to using advertising or marketing materials. Client agrees that their license status, carrier appointments, and adherence to state and federal insurance regulations remain their personal responsibility at all times.

Client agrees to indemnify, defend, and hold harmless Provider, its officers, employees, and contractors from any claims, investigations, disciplinary actions, penalties, damages, or loss of licensure that may arise from Client's use or implementation of services or materials provided under this Agreement.

11. Dispute Resolution

Mediation Details: The parties agree that exclusive venue and jurisdiction for any dispute arising under this Agreement shall lie in the state or federal courts located in North Carolina. Client agrees to this jurisdiction and venue for any legal proceedings. Mediation costs will be split equally between parties. Mediation must be initiated within 30 days of notifying the other party of a dispute. In the event of a dispute, both parties agree to attempt resolution through mediation before pursuing legal action. Mediation will be conducted by a neutral third party agreed upon by both parties. If either party refuses to participate in mediation in good faith, the opposing party may proceed directly to litigation and seek immediate injunctive relief or damages.

Attorney Fees: In any dispute arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, court costs, and any other expenses incurred during dispute resolution or enforcement of this Agreement. In addition, Client agrees to reimburse Provider for reasonable attorney's fees and court costs incurred in enforcing this Agreement, including fees incurred prior to litigation, during mediation, arbitration, or appeal. This obligation survives termination.

12. Termination, Suspension, and Acceleration

Either party may terminate this Agreement at any time by written notice. Termination does not affect fees already due for Showed Appointments delivered before termination, which remain payable. Provider may suspend Services (including lead generation and appointment setting) if any Showed Appointment fee is past due. Because additional fees accrue per Showed Appointment and not on a fixed schedule, no acceleration of future fees applies.

Any unused portion of the prepaid Showed Appointments shall remain available until delivered unless this Agreement is terminated due to Client's breach. Prepaid fees are non-refundable except as expressly provided in Section 4.

13. Indemnification

Chargeback Indemnification: Client agrees to indemnify and hold harmless Provider from any costs, fees, or damages incurred as a result of Client-initiated chargebacks or payment disputes, including but not limited to reimbursement of legal fees and administrative costs required to contest such disputes within 30 days of resolution.

14. Force Majeure

Provider shall not be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control. These circumstances include, but are not limited to, natural disasters, acts of God, war, terrorism, labor disputes, strikes, pandemics, power outages, internet or telecommunications failures, governmental restrictions or actions, ad account bans or restrictions, A2P registration failures, TrustHub Verification failure, website domain closures, third-party service interruptions, or any other events that materially affect the Provider's ability to deliver services as outlined in this Agreement.

In the event of a force majeure, both parties agree to make reasonable efforts to resume performance as soon as practicable. If the disruption caused by the force majeure event continues for more than 60 days, either party may terminate this Agreement without further liability, except for payment obligations incurred prior to the force majeure event which shall remain enforceable and are not waived.

15. Amendments

Any change to this Agreement, including Client's move to a newer version of it, must be made in writing and accepted by both parties to be enforceable. Client accepts a change or a newer version only by signing it, either electronically on Provider's signing page or on a written amendment that both parties sign; Provider accepts a newer version by offering it to Client for signature. Verbal agreements or informal written communications, including emails or text messages, shall not be considered valid amendments or acceptances, and a purchase or continued use of the Services does not by itself accept a change.

Proposed amendments must be submitted in writing by either party and will be reviewed within 14 days. Until an amendment is accepted by both parties as set out above, the terms of this Agreement remain in full force and effect.

16. Entire Agreement

This Agreement represents the entire agreement between the parties and supersedes any prior agreements, understandings, or communications, whether written or oral, relating to the subject matter herein.

Client acknowledges they have read and understood all terms of this Agreement and agrees to be bound by them. No other representations, promises, or agreements have been made except as outlined in this document.

17. Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any invalid provision shall be replaced automatically with a valid provision that most closely reflects the original intent, and both parties agree to execute amendments as necessary to enforce such replacement.

This clause ensures the continuity of the Agreement even if a specific provision is invalidated. The parties further agree to work in good faith to revise and amend the Agreement, as necessary, to effectuate the original intent to the fullest extent permitted by law.

Acknowledgment of Understanding

By signing below, Client acknowledges they have read, understood, and agree to all terms and conditions in this Agreement. Client waives any defense based on lack of understanding of this Agreement.