Effective Date: August 05 2024

The Terms of Service (“TOS”) constitutes the agreement (“Agreement”) between OPF Acquisitions LLC dba Deal Manager Pro (the “Company” or “we”) and Customer (“Customer” or “you”) in respect of the services provided to you by the Company. This agreement governs your use of our software and services (“Service”) which includes our website (“Site”) (b) all online and offline tools and services and (c) all software data text images documents sounds video and content made available by us.

BY ACCEPTING THIS AGREEMENT EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM OR QUOTATION THAT REFERENCES THIS AGREEMENT YOU AGREE TO THE TERMS OF THIS AGREEMENT.

1. General Conditions Access and Use of the Service

1.1 Subject to the terms and conditions of this TOS you shall not (a) license sublicense sell resell rent lease transfer assign distribute time share or otherwise commercially exploit or make the Service available to any third party other than as expressly permitted by this TOS; (b) use the Service to process data on behalf of any third party or (c) use the Service in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Service and its components.

1.2 You may not access the Services if you are under the age of 13 (or the age of majority if you are accessing the Services outside of the United States.

1.3 Services are subject to usage limits; (a) services may not be accessed by more than the number of Users specified in the Order Form(s) (b) a User’s password may not be shared with any other individual and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service. If you require additional licenses or users of the Services you will execute an Order Form for additional quantities of the applicable Services promptly upon our request and/or pay any invoice for excess usage in accordance with Section 2.

1.4 You will use commercially reasonable efforts to prevent unauthorized access to or use of Services and notify Us promptly of any such unauthorized access or use.

1.5 You are responsible for all information data text messages or other materials that you post or otherwise transmit via the Service. You are responsible for maintaining the confidentiality of your login and account and are fully responsible for any and all activities that occur under your login or account. We reserve the right to access any or all your accounts in order to respond to your requests for technical support or to delete any data or entries that violate any law or regulation or are in violation of this Agreement.

1.6 All data created or transmitted by you and stored on our servers as part of the Service shall at all times be owned by you. Upon termination or cancellation of this Agreement for any reason we will make your Data available to you for export or download as provided in the Documentation provided however we will have no obligation to maintain or provide your data after 30 days of the Termination of this agreement.

1.7 We will not disclose your data except as compelled by law or process or as expressly permitted herein or otherwise in writing by Customer or otherwise access Customer’s Data except to provide the Services or prevent or address service or technical problems or at Customer’s request in connection with customer support matters.

1.8 Subject only to the limited right to access and use the Service expressly granted to you under this TOS all rights title and interest in and to the Service and its components will remain with and belong exclusively to us.

1.9 You understand that the technical processing and transmission of the Service including your content may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware software networking storage and related technology required to operate and maintain the Service.

2. Marketing Accepted Use Terms

Our Services comprise a tool which enables users to communicate with their customer base. As an email service provider it is our responsibility to ensure our users do not send Spam and abide by the CAN-SPAM laws. If you violate any of these Terms of Use we may at any time suspend or terminate your account.

By agreeing to these Terms of Use you represent and warrant the following:

2.1 You will not send Spam. Spam can be in the form of bulk or individual commercial emails. Spam is defined by Spamhaus as “Unsolicited Email”.

2.2 You agree to follow the regulations set by CAN-SPAM laws.

2.3 You must be able to provide evidence of consent for bulk email such as an opt-in form or confirmed consent.

2.4 You will not use purchased rented or third-party lists of email addresses in any way.

2.5 You will not send any offensive email. This includes:

- Email concerning illegal goods and services.

- Email that violate the CAN-SPAM laws.

- Any content that is pornographic/sexually explicit in nature.

2.6 You will not send email created in other third-party platforms.

2.7 You will not setup accounts for any person entity or organization without their consent.

2.8 You will not use any misleading or invalid names addresses email addresses subjects or any other information in email sent from our product.

2.9 You will not use any content (text photos graphics and other content) that was not created by you or that would violate another person’s rights.

2.10 You will not share sensitive or protected information such as social security numbers passwords security credentials or any other personal information.

2.11 You will not share your password with unauthorized users.

2.12 You will not send email to individual(s) under the age of 13.

2.13 You will not use our software to in any manner to create a competing product or reverse engineer our product.

3. Payment and Refunds

3.1 Fees. You will pay all fees specified in the Order Form or as otherwise agreed between us. Except as otherwise specified herein or in an Order Form (i) fees are based on Services purchased and not actual usage (ii) payment obligations are non-cancelable and fees paid are non-refundable.

3.2 Invoicing and Payment. You will provide us with valid and updated credit card information or a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information you authorize us to charge such credit card for all Services purchased and any renewals. Unless otherwise stated in the Order Form invoiced charges are due upon receipt. you are responsible for providing complete and accurate billing and contact information and any changes to such information.

3.3 Late Charges. If any amount owing by you under this or any other agreement for Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized Us to charge to your credit card) We may without limiting our other rights and remedies suspend our services to you until such amounts are paid in full.

4. Term and Termination

4.1 This Agreement commences on the date Customer signs the Order Form and Agreement shall continue for a period of (1) year thereafter “Initial Term.” Upon expiration of an Initial Term this Agreement shall automatically renew for additional terms of one (1) year each (“Renewal Term”) unless either party provides the other with written notice of its intent not to renew or make revisions no later than thirty (30) days prior to the end of the Initial Term or then-current Renewal Term. Payment for the Renewal Term shall be made by you prior to expiration of the current Term. In addition Claritysoft shall have the right to terminate this Agreement immediately if you are in material breach of this Agreement.

4.2 We reserve the right to (i) modify or discontinue temporarily or permanently the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of your content in the Service if we believes that you have violated the TOS. Any suspected fraudulent abusive or illegal activity that may be grounds for termination of your use of Service may be referred to appropriate law enforcement authorities. We shall not be liable to you or any third party for any modification suspension or discontinuation of the Service.

5. Proprietary Rights

5.1 Grant of License. Subject to the terms herein Company grants Customer a non-exclusive non-transferable non-assignable non-sublicensable worldwide limited license to access and use the Services solely in accordance with the terms of this Agreement.

5.2 Reservation of Rights. Subject to the limited rights expressly granted hereunder Company reserves all rights title and interest in and to the Services and the Company Intellectual Property including all related intellectual property rights. No rights title or interest in the Services or the Company Intellectual Property are granted to Customer hereunder other than as expressly set forth herein.

5.3 Restrictions. Customer shall not and shall not allow third parties to: (i) license sublicense lease rent sell resell transfer assign distribute or otherwise commercially exploit or make available to any third party the Services in any way provided however that the Customer may permit use of Services strictly in accordance with this Agreement by third parties working on behalf of the Customer; (ii) access (or attempt to access) any of the Services by any means (including automated means) other than through the User ID that is provided by Company; (iii) reverse engineer adapt translate decompile or otherwise derive the source code for the Services; or access the Services in order to copy or imitate any ideas or features; or build a product or service similar to the Services; or use similar features software functions or graphics as those of the Services whether or not intended to compete with the Services; (iv) use the Services to store or transmit infringing libelous or otherwise unlawful or tortious material or to store or transmit Malicious Code or material in violation of third-party privacy rights (v) access the Services for purposes of monitoring its availability performance or functionality or for any other benchmarking or competitive purpose or (vi) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.

5.4 Customer Content. Customer retains all rights title and interest in and is responsible for all Customer Content. Company does not control or monitor the Customer Content posted by the Users via Company’s platform and as such does not guarantee or make any representations or warranties in respect of the accuracy integrity or quality of the Customer Content. Customer is responsible for the collection of the Customer Content and the use of the Services by the Advocates. Please review our Privacy Policy as it sets out how we collect store and use information about our users and will govern the use of your Customer Content. Company shall not be liable in any way for any content including but not limited to any misleading or inaccurate information or errors or omissions in any Customer Content or for any loss or damage of any kind incurred as a result of the collection use of or reliance upon any content posted emailed transmitted or otherwise made available via the Service. Customer grants Company a limited license during the Term to use and display Customer Content solely in relation with the Services.

5.5 Excluded Customer Content. Customer acknowledges that the Services are not intended to be a repository of personal identifiable information (“PII”) or personal data that may be considered sensitive or privileged such as financial information non-public personally identifiable information that could be legally considered private or sensitive including without limitation social security numbers driver’s license numbers birth dates personal bank account numbers and credit card numbers (the “Excluded Customer Content”). Notwithstanding the above in the event that Customer or any of its Users uploads Excluded Customer Content to the Services in violation of this Agreement Customer agrees to remove such information immediately or at its reasonable discretion Company may purge such data from its systems.

6. DISCLAIMER OF WARRANTIES

THE SERVICE INCLUDING THE SITE SOFTWARE AND CONTENT AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES WHETHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY TITLE FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED TIMELY SECURE ERROR-FREE OR VIRUS-FREE.

7. LIMITATION OF LIABILITY

7.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT TORT OR OTHERWISE) SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT INCIDENTAL SPECIAL EXEMPLARY CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING LOST PROFITS LOST SALES OR BUSINESS LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES COSTS LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES OR ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

7.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages which means that some of the above limitations may not apply to you. IN THESE STATES OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. Export Compliance

You are responsible for complying with any applicable laws rules or regulations governing the export of the Service or any of its components.

9. Severability

In the event that one or more of the provisions of this Agreement shall be found to be invalid illegal or unenforceable in any respect the validity legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.

10. Governing Law

This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by Arizona law without reference to conflict of laws principles. The parties hereby consent to the courts located in Coconino County Arizona as having exclusive jurisdiction and venue for resolution of any and all disputes arising under or related to this Agreement.

11. Entire Agreement

This TOS is the entire agreement between you and us and they supersede all prior or contemporaneous oral or written communications proposals and representations with respect to the Service or any other subject matter covered by this TOS.