TERMS OF SERVICE AGREEMENT

PROMOTEXT SERVICES LLC.
dba as The ECLIPSE Card

Effective Date: July 1st, 2023

This Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the entity specified in the accompanying email, known as the “Client,” and PromoText Services Subscription Marketing, referred to as the “Company.”

Terms of Agreement for Collaborative Program

This Agreement is centered around the “Networking” Membership, an ongoing paid incentive marketing program providing members with specific benefits across different locations.

Company Obligations

The Company undertakes to create, promote, and support The Eclipse Card platform. The Company offers participation in its subscription, coupon, voucher, people, payment management app, membership sales, social media marketing, and revenue shares when applicable.

Client Obligations

By participating, the Client agrees to fulfill specific benefits and adhere to outlined procedures, including but not limited to:

1. Abiding by terms and conditions set by collective memberships or their own posted benefits.
2. Managing updates or changes to individual location subscription offers, push notifications, or any other communication.
3. Following community rules, such as presenting an active membership badge, exclusive benefits, and proper redemption of memberships, vouchers, and coupons.

Client Trademarks and Materials

The Client grants the Company the right to use trade names, logos, trademarks, and company descriptions for promotional purposes, subject to Client’s trademark usage guidelines.

Indemnity

Client’s Obligations:

The Client indemnifies the Company against claims related to website content, use of materials, logos, and trademarks.

Company’s Limitation:

The Company is not responsible for property damage, loss, or personal injury, except in cases of willful misconduct or gross negligence.

Limitation of Liability

Neither party shall be liable for consequential, incidental, indirect, or punitive damages, irrespective of the legal basis for such liability.

Term, Termination, and Revenue Share

Validity:

This Agreement is valid based on the Subscription model terms and Subscriber support plus sample vouchers.

Termination:

The Company may terminate for specific reasons, and the Client may terminate with notice. Termination affects revenue share entitlements.

Revenue Share:

Monthly revenue share is delivered via agreed-upon transfer methods. Individual memberships or voucher sales revenue splits are outlined, and collaborative memberships’ revenue share is equally divided among participating clients.

Dispute Resolution

In case of disagreement, the parties will refer the matter to an independent arbitrator appointed by mutual agreement.

Miscellaneous

Amendment:

This Agreement may be amended only in writing and with mutual consent.

Governing Law:

The Agreement is governed by the laws of the State of Arizona.

Confidentiality:

All terms and conditions are confidential and shall not be disclosed to third parties without written approval.

Ownership of Data:

The Company owns all subscription data.

Confidential Information:

All information shared by the Company is confidential and remains the property of the Disclosing Party.

By executing this Agreement, the parties acknowledge their understanding and acceptance of its terms and conditions.