1. INTRODUCTION

1.1 Introduction

OptSpot has licensed a proprietary web-based software package (“Software”) and databases that simplify the process of sending and receiving wireless text messages (“SMS”) to and from cellular phones using short code technology. (Herein, the implementation and maintenance of the foregoing is referred to as the “Service”).

2. LICENSE

2.1 License.

OptSpot hereby grants to Client and its designees, including without limitation (“Designees”), a non-exclusive, nontransferable license to utilize the Service in connection with its businesses in accordance with and subject to terms of this Agreement. For avoidance of doubt, Client specifically understands and agrees that the Service shall remain the sole and exclusive property of OptSpot, and that same is not sold to Client, but is only licensed for the use of Client and Designees. As used herein, a Client is an entity who shall register and create an account via the Service that will allow Client’s members’ employees and Designees’ employees to receive and transmit SMS messages to Client and Designees in accordance with the other provisions hereof.

2.2 Service Provided

The Service to be provided by OptSpot shall include some or all of the following as determined and elected by Client at its discretion:

Account management platform: OptSpot will provide an account management platform that will allow Client and Designees to communicate with Client Customers (“Client Customers are defined as Client’s members’ employees and Designees’ employees who register with Client or Designees to be included in campaigns utilizing the Service) by way of text messaging. Such services will also include tools that will allow Client and Designees to communicate with and access data provided by Client Customers at all times.

The ability to communicate with Client Customers by text messaging through National carriers, including two-way standard and premium campaigns (e.g., for contests or polls) and results reports as requested by Client or Designees.

The ability to communicate with Client Customers by way of multimedia messaging to mobile phones on enables carriers, including the transmission of ring-tones, wallpapers, images, audio, and video elements.

OptSpot agrees to maintain at all times on secure servers, all information concerning each Client Customer and the activities of all Client Customers (“Client Property”) and agrees that all such information is and shall at all times be the sole property of Client. OptSpot guarantees that Client shall have 24/7 access to all databases concerning Client Property with a minimum of 99.5% uptime, subject to the applicable terms and conditions hereof. If the Service is not available to Client for any given month with such guaranteed uptime, or if OptSpot is otherwise in breach of the terms of this Agreement, Client may obtain a rebate from OptSpot with regard thereto and in addition shall have the right upon notice to terminate the Term hereof and any of Client’s obligations hereunder. Client understands that OptSpot is not responsible for ensuring that messages to a Client Customer are received by such Client Customer, but only that such messages appropriately are sent by OptSpot to the applicable address provided by the Client Customer.

2.3 TECHNICAL SUPPORT

OptSpot will provide Client with appropriate technical support to Client during normal business hours of 9 a.m. to 6 p.m. AZ Time. OptSpot technical support will also be promptly available through email contact on a 24x7 basis in the event of a major software failure. OptSpot will work with Client as it relates to a catastrophic failure, or to correct software failures or errors that prevent the software from functioning, on the following basis:

Severity 1 - catastrophic failure, an emergency, condition that causes critical impact and that makes the performance or continued performance of any one or more functions impossible. OptSpot will use its best efforts to resolve technical issues of Severity 1 within twenty-four hours and will develop and communicate to Client a resolution plan within twenty-four hours.

Severity 2 - is a condition which significantly affects and makes the performance or continued performance of any one or more functions difficult and which cannot be circumvented or avoided on a temporary basis by the user. OptSpot will use its best efforts to resolve technical issues of Severity within seventy-two (72) hours and will develop and communicate to Client a resolution plan within seventy-two hours.

2.4 Copyright

OptSpot has advised Client that the documentation provided on the OptSpot website, in white papers, and on the user interface contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to Client and Designees hereunder are expressly reserved by OptSpot. Client agrees that it shall not remove any proprietary notice of OptSpot from any documentation submitted to it by OptSpot. Client is not authorized to use the source code derived from the object code provided in connection with the Service, nor the OptSpot company name, logos, or any related product, service names, design marks and slogans other than in connection with Client’s use of the Service, including, without limitation, in advising third parties that OptSpot is the vendor being utilized by Client.

2.5 Confidentiality

All information contained in or relating to this Agreement and Pricing Schedule is “Confidential Information”. Each party agrees that it will maintain the confidentiality of any proprietary information that it may obtain regarding the other by operation of this Agreement and will not, without the prior written consent of the other party, disclose any such Confidential Information to any person who is not a Designee or an employee, attorney, accountant, or financial advisor of the disclosing party or a Designee or utilize any such information for any purpose other than related to this Agreement. Without limiting the generality of the foregoing, OptSpot shall maintain as part of the confidential Client Property any and all information of or relating to Client and any Client Customer, including but not limited to all email addresses, phone numbers, fax numbers, physical mailing addresses, instant message handles, mobile numbers, and pager list(s). Accordingly, without limiting the generality of the foregoing, OptSpot will not compile, buy, sell, rent, use or trade any Client Property or other information concerning or relating to Client or any Client Customers, or send unauthorized emails, instant messages, SMS, direct mail, voice messages or faxes to any Client Customers. For further avoidance of doubt, OptSpot agrees that it will at no time use any of client or customer lists of Client or any other client or customer information received from or in respect of Client or Client Customers for any purpose other than those intended with the furnishing of the Service without Client’s prior express written consent.

2.6 Restrictions

OptSpot maintains a Global Permanent Removal List which contains addresses and domains which it will not allow any customer to add to a database. Client understands and agrees that OptSpot has full discretion to block the uploading of any mobile numbers which it has placed on such a list, and will not be liable for the blocking of any such numbers from any database.

Client understands and agrees that Client will not: 1) use or copy OptSpot, except as provided in this Agreement; 2) modify or merge the Software; 3) publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software, in whole or in part, to any other person or entity; 4) remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on the Software; 5) reverse engineer, decompile, translate, adapt, or dissemble the Software, nor shall Client attempt to create the source code from the object code for the Software; or 6) sublicense or assign the license for the Software; and 7) copy this terms and conditions or license agreement for Client’s own use.

The Software shall require Client to include opt-out information as reasonably agreed between OptSpot and Client in each message that is sent using the Software. The Service shall honor all unsubscribe requests it receives. Client must also honor in a timely manner all unsubscribe requests sent directly to Client from those who elected not to use OptSpot’s automated subscribe/unsubscribe features, regardless of how harsh or unpleasant the unsubscribe request may be.

Client may not use OptSpot to:

• send unsolicited SMS, or Multimedia (MMS) Messages (a.k.a. "Spam") to anyone;
• send unsolicited SMS or MMS Messages to mobile numbers obtained from any purchased or harvested lists in which the recipient did not expressly request to receive Client message;
• send SMS or MMS Messages that harass, embarrass, defame, abuse, threaten, are libelous or slanderous, or otherwise violate the legal rights of any individual, group, or organization;
• send SMS or MMS Messages that contain or link to pornographic or sexually explicit content, racially or ethnically objectionable content, content that directly or indirectly promotes the use of any illegal substances, content that violates laws or regulations designed to protect minors, or other content deemed to be offensive or inappropriate by OptSpot;
• send SMS or MMS Messages that contain copyrighted material, including text, graphics (including trademarked material), software or other material protected by intellectual property law, for which Client do not have lawful authorization to reproduce, publish, or otherwise distribute;
• send SMS or MMS Messages that contain a computer virus or other code or files that could damage, harm, or otherwise disrupt the operation of anyone else's computer or storage device, or violate the privacy or security of any individual, group, or organization;
• perform or promote illegal activities such as starting or forwarding chain letters, illegal contests or promotions, or any other activity that is illegal;
• impersonate, use the name of without expressed permission, or;
• violate any applicable governmental laws or regulations or perform any activity that would cause OptSpot to violate any law, statute or regulation.

Although OptSpot has no obligation to monitor the content provided by Client or their use of the Service, it may do so and may remove any such content or prohibit any use of the Service it believes may, be or is alleged to be in violation of the foregoing; provided that OptSpot provides Client with reasonable notice prior to any such removal.

2.7. Best Practices and Privacy Policies

OptSpot, including without limitation the Service and Software, is compliant with the CAN-SPAM laws (http://www.spamlaws.com/federal/108s877.html) and the Mobile Marketing Association best practices and enforces such practices for all of its clients. OptSpot does not have to share with Client the phone numbers of those who complain about Client’s campaigns.

2.8. Addressing Spam Complaints

In the event that Client’s use of the Service results in Client being listed on any anti-spam organization, OptSpot reserves the right to require that Client utilize a “double opt in” service which will require newly added users to verify their assent to receiving Client’s communications after they have been added to Client’s database(s).

2.9. Custom Development

Client agrees and understands that OptSpot owns all intellectual property rights for any custom development work performed by OptSpot as requested by Client.

2.10. Enforcement

The parties agree that, upon a breach of Sections 2.4, 2.5, or 2.6 the non-breaching party shall be entitled to seek equitable relief to protect its interests, including preliminary and permanent injunctive relief and each party may also seek damages as a result of such breach.

2.11 Term and Termination

The Term of this Agreement shall commence as of the date hereof and continue for one (1) month. Thereafter, upon notice from Client to OptSpot, the Term will continue until later terminated by either party. Following the expiration or termination of the Term, Client agrees that it shall not thereafter utilize the Service and any of the associated documentation, and OptSpot agrees to provide Client with an electronic copy of the Client Property, only maintain a copy of the Client Property for compliance needs, and not thereafter disclose or use the Client Property.

2.12 Non-Payment

Any fees not paid in full within 60 days of the date of invoice will incur a 10% late fee and may result in account deactivation. Any fees not paid in full within 90 days of the date of an invoice will incur a 15% late fee in addition to termination of the account. All past due fees shall also accrue interest at 10% or the maximum rate allowed by law, whichever is higher. The prevailing party in any dispute shall be entitled to recover its reasonable attorney, professional, and collection fees and costs. Checks returned for insufficient funds or any charge backs initiated will incur a fee of $25 per incident.

2.13. Risks

OptSpot and it's Mobile Messaging platform may have errors and may produce unexpected results. Client agrees to backup data and take other appropriate measures to protect programs and data. Client may allow the Designees to use the Service. Client specifically understands that, subject to OptSpot’s performance of its obligations, Client assumes the risk of messages not reaching their destination, and that OptSpot does not and cannot guarantee ultimate delivery of Client’s messages. In that connection, the parties understand that there are factors beyond the control of the parties in connection with use of the Service.

3. DISCLAIMER OF WARRANTIES AND REMEDIES

3.1 Disclaimer of Warranty

OptSpot IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, OptSpot DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OptSpot DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OptSpot WILL MEET ANY REQUIREMENTS OR NEEDS CLIENT MAY HAVE, OR THAT OptSpot WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN OptSpot WILL BE CORRECTED, OR THAT OptSpot IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. CLIENT SPECIFICALLY UNDERSTANDS THAT THERE ARE MANY REASONS, OUTSIDE OF THE CONTROL OF OptSpot, THAT TEXT MESSAGES MAY NOT REACH THEIR INTENDED RECIPIENTS, AND UNDERSTAND THAT OptSpot CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR THE ULTIMATE ARRIVAL OF CLIENT’S ALERTS.

If Client shall receive a claim that the use of OptSpot infringes a patent, copyright or other intellectual property right, Client agrees to promptly notify OptSpot in writing thereof. OptSpot, at its own expense and option, may (i) defend and settle such claim, (ii) procure for Client the continuing right to use the Service, (iii) modify or replace the Service to avoid infringement, provided same shall have the same utility to Client; or (iv) refund the license fees paid by Client, if applicable. In addition, Client fully indemnifies OptSpot from any claims that may be brought by third parties in connection with the use of the Service by Client or Designees.

3.2 Limitations of Liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT ONE PARTY IS FOUND LIABLE FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY WILL BE LIMITED TO THE ACTUAL DAMAGES INCURRED BY SUCH PARTY.

3.3 Review

It is understood and agreed that OptSpot does not intend and will not be required to edit or review for accuracy or appropriateness any content or material that Client or organization distribute using the Software or Service.

4. MISCELLANEOUS

4.1 Miscellaneous

This license and the rights granted under this Agreement may not be transferred or assigned by Client without the express written consent of OptSpot. Neither of the parties shall be liable for failures due to causes beyond their control, including, but not limited to, acts of God, acts of government, fire, flood, strikes, or acts or omissions of carriers. Each party warrants that it will comply with all applicable laws and regulations that relate to the performance of this Agreement.

4.2 No Agency

OptSpot is and shall remain an independent contractor with respect to Client. No agency, partnership, joint venture, or employment is created as a result of the Agreement, and the parties do not have any authority of any kind to bind the other party in any respect whatsoever.

THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. CLIENT SHALL NOT EXPORT THE SOFTWARE OR RELATED DOCUMENTATION WITHOUT CONSENT OF OptSpot AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.

Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, and changes to this Agreement shall only be effective when in writing and signed by both parties.

4.3 Assignment of Accounts

Neither party may assign its rights, interests or obligations hereunder without the prior written consent of the other party. Without limiting the generality of the foregoing, this Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their heirs, personal representatives, successors, and assigns.

5. PAYMENT.

In consideration for providing the Service, Client will pay OptSpot based on the pricing schedule shown in the Pricing Section on a month to month basis in accordance with the Pricing Section. Client will be automatically moved to the next text messaging package upon reaching their current text messaging package in a given month. Client's account will be automatically billed for message credits when they have zero credits left in their account. These message credits will rollover month to month but have a 12 month expiration.

6. CANCELLATION POLICY.

OptSpot requires a 30 day notification via email sent to support@optspot.com. Client's account will be charged the normal agreed upon amount for normal monthly usage plus any overages.

Corporate Headquarters

OptSpot

101 North Colorado St. #2854

Chandler, AZ 85244 

Tel: 866-776-8790

Email: info@optspot.com

​www.optspot.com

Provision of Content and Related Items. Client shall, within Ten (10) calendar days after the execution of this Agreement by both Parties, provide OptSpot access to all content that is necessary for the provision of the Services. Unless listed within the Scope of Work, the client is responsible for all copywriting and assets necessary for the successful scope completion. If Client fails to do so for any reason, the provision of Services by OptSpot shall be delayed accordingly, though the obligation of Client to compensate OptSpot shall not be delayed. 

Intellectual Property Rights: All intellectual property rights in the materials produced as a result of the services provided by OptSpot, including but not limited to websites, digital ads, and copy, shall belong to the Client upon full payment of all fees due. Until such payment, OptSpot retains all rights to the intellectual property.

Client Delays: If the Client delays the project timeline, the timeline for payments due will NOT be affected.

If Scope of Work includes Copy: The Client is provided with one (1) hour of unlimited copy revisions. After the one hour of free time has been used, the Client will be billed at $100/hour. Services are billed in 30-minute time blocks.

Warranty Disclaimer. Due to the nature of digital marketing, software, algorithms, and integrations, Client acknowledges and otherwise understands that OptSpot has not and will not provide any warranty with respect to the Services, meaning that OptSpot specifically disclaims any and all express or implied warranties, including the warranty of merchantability.

Non-Refundability. Client acknowledges and otherwise understands that any and all amounts paid by Client to OptSpot are non-refundable for all purposes and in any event.

Dormancy. Client understands and acknowledges that the provision of all Services shall be considered completed within Six (6) months after the effective date of this Agreement. This means that, upon the expiration of said Six (6) month period, no further Services shall be provided whether or not all deliverables identified in the Scope of Work have been provided and, further, all compensation paid by Client to OptSpot shall be considered non-refundable for all purposes.

Right to Work with Any Client. Due to the customization of services each client receives, nothing in this Agreement shall be construed to prohibit OptSpot from serving clients in similar or the same line of business or with directly competing objectives. Client grants OptSpot the sole discretion of prioritizing projects and opportunities among OptSpot’s clients and waives any objection thereto.

Disclaimer Regarding Sensitive Information. OptSpot hereby agrees to exercise best efforts for purposes of protecting and otherwise safeguarding sensitive information received from Client, specifically including credit card data, customer information, sensitive digital files, and other similar materials. Despite the exercise of said best efforts, OptSpot shall not, in any event, be liable or responsible if such information is received by unauthorized third parties.

Confidentiality: Both parties agree to maintain the confidentiality of all non-public information disclosed in the course of this Agreement. This confidentiality obligation shall survive the termination or expiration of this Agreement and remain in effect for a period of five (5) years thereafter.

Display of Client's Work Product. Client hereby agrees that OptSpot may display any of Client's content unless Client refuses in writing to allow such.

Election to Terminate. OptSpot reserves the right to terminate this Agreement at any time, with or without cause. If OptSpot terminates this Agreement as a result of Client’s default, all of the following shall apply: (i) Client shall immediately cease use of Agency Content not yet licensed to Client; (ii) Client shall, within ten (10) days of such termination, deliver to OptSpot all copies and portions of the Agency Content and related materials and documentation in its possession furnished by OptSpot under this Agreement; (iii) All amounts payable or accrued to OptSpot under this Agreement shall become immediately due and payable.

Force Majeure: Neither party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power, or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service.

Indemnity. Client hereby agrees to indemnify and otherwise hold OptSpot or any of OptSpot’s owners, officers, shareholders, employees, agents, contractors, subcontractors, or affiliates harmless with respect to any damages, claims, or expenses, including reasonable attorney’s fees incurred by OptSpot as a result of the provision by Client to OptSpot of content that Client does not own outright or have the right to use pursuant to an enforceable license agreement.

No Guarantee of Results. OptSpot makes no representations, promises, or guarantees whatsoever regarding advertising results, search engine rankings/placements, quantity or quality of leads generated, marketing success, or profitability. In no event shall OptSpot be liable to Client for any consequential, incidental, indirect, special, punitive, or exemplary damages (including, without limitation, lost profits, business, or goodwill).

Dispute Resolution. In the event there is any dispute between OptSpot and Client, both parties shall meet in person in Santa Rosa Beach, FL, or by video conference without counsel present for purposes of exercising good faith and best efforts to resolve the dispute in its entirety. 

Arbitration Award Limits. The Arbitrator shall not have the power to award total damages against OptSpot exceeding the amount of fees that OptSpot received from the Client.

Agency Work Requests by Client. Due to the nature of digital marketing services and properly serving all clients based on a predetermined production schedule, OptSpot requires a minimum of two (2) business days' notice for Client work requests and turnaround times. 

Although we will always do our best to honor Client deadlines, notices with less than two (2) business days' notice may not be honored. In the event OptSpot does honor the deadline, the Client will be subject to a rush charge of $500 in addition to the cost of services to successfully execute the request.

Termination of Agreement. Client shall have the right to terminate this Agreement for any reason after the initial contract terms have been met by providing Forty-Five (45) calendar days written Notice of Termination to OptSpot. The effective date of any such Notice of Termination shall be the date that it is received by OptSpot. In the event of any such termination, OptSpot shall continue to receive compensation until said 45-day period expires. 

Staff Protection: The Client agrees to refrain from any form of harassment, abusive behavior, or undue pressure towards OptSpot's staff. OptSpot reserves the right to terminate this Agreement immediately in instances of such behavior.

Non-Disparagement. Client and OptSpot mutually agree that, regardless of the circumstances, neither shall disparage, slander, belittle, or otherwise criticize the other on social media, third-party websites, or otherwise on or via any other medium.

Subcontracting: OptSpot reserves the right to subcontract any part of the work. All subcontractors engaged by OptSpot will be bound by the same confidentiality and quality terms as OptSpot under this Agreement.

Branding and Customization of Client Websites

• Website Nature and Purpose: The client acknowledges and agrees that the website provided by OptSpot will be a branded, not a custom website. The primary focus of these websites is to drive lead generation for the client's text club. OptSpot employs proven templates developed by our marketing experts, ensuring both efficiency and effectiveness in this endeavor.
• Template Use for Lead Generation: Our templates are specifically designed to optimize lead generation for text clubs. They align with the client's branding needs while maximizing potential for user engagement and conversion.
• Results-Oriented Approach: The overarching goal of the website is to bolster the client's text club membership through strategic design and user experience focused on lead generation. Custom design elements are incorporated as necessary, but the primary emphasis remains on functional and results-driven aspects that enhance text club sign-ups.
• Client Understanding and Agreement: By agreeing to these terms, the client understands and accepts that the website will leverage a non-custom, proven template specifically optimized for lead generation for their text club. The focus is on practical results, namely growing the client’s text club membership, rather than extensive aesthetic customization.
• Edit Allowance: To maintain the effectiveness and relevance of the website, the client will be entitled to up to 2 hours of edits per month. This allowance is intended to ensure that the website remains aligned with the client's current branding and marketing needs while adhering to the primary goal of lead generation for the text club.
• Website Platform and Termination: Websites developed by OptSpot are built on our proprietary platform. If the Client chooses to terminate services with OptSpot, the website cannot be transferred to another platform and will need to be rebuilt. The Client will have 60 days to move the website to another platform after termination of services unless otherwise agreed upon by OptSpot. During this period, there will be a minimal charge of $150 per month for the extended hosting of the website.
  
  

Nature and Focus of Digital Advertising Services

• Service Overview: The client acknowledges and agrees that the digital advertising services provided by OptSpot will primarily focus on lead generation for the client's text club. OptSpot employs proven strategies and techniques in digital advertising developed by our team of marketing experts.
• Strategy and Execution: Our digital advertising approach involves the use of targeted ad campaigns optimized for maximum engagement and conversion. While ads will be aligned with the client's brand identity, the primary goal is to drive sign-ups and engagement with the client’s text club efficiently.
• Results-Driven Approach: The effectiveness of our digital ads is measured in terms of lead generation and conversion rates for the client’s text club. The emphasis is on practical results that contribute to the growth and engagement of the text club rather than solely on the creative aspects of the advertisements.
• Client Understanding and Commitment: By agreeing to these terms, the client understands and accepts that the digital ads created by OptSpot will be optimized for lead generation for their text club. The client agrees that the focus of these ads is to achieve tangible results in terms of text club membership growth and engagement rather than on extensive customization or purely aesthetic considerations.