Terms and Conditions

Agreement

These terms and conditions for services ("Terms") are the only terms that govern the provision of services by TFWG Holdings, LLC, a Delaware limited liability company and/or its affiliates ("TFWG") d/b/a AcquireUp to each Client.

Client's signed order confirmation (“Order Confirmation Form”), these Terms, and the Client Responsibilities Agreement (if applicable) (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Client’s Order Confirmation Form constitutes written consent and authorization for TFWG, and/or its affiliates, to perform services and/or contract with suppliers on Client's behalf. Client's signature therein acknowledges its understanding and acceptance of any and all estimates, prices, and other terms and conditions contained in the Agreement.

Delivery

With respect to the delivery of direct mail, email, and digital advertising impressions, TFWG provides no guarantees on the timing of marketing deliveries, is not responsible for any and all delays or issues arising in the delivery of the mail by the United States Postal Service (“USPS”), email, and/or display advertising provided by third party deployment platforms (including issues with the contents contained therein), and assumes no liability for late delivery or non-delivery - for any reason - once it has been deposited with the USPS and/or other service providers.

Consumer Data

Mailing lists and other consumer data utilized by TFWG are supplied by third party compilers. TFWG provides no assurance that the list, specific selections, and/or filters chosen will be completely accurate. While TFWG processes all purchased and customer-supplied data with USPS approved software and other data hygiene tools to ensure the highest level of deliverability, no list will ever be one hundred (100%) percent deliverable. TFWG grants Client a limited, revocable, non-exclusive, fee based, non-sublicensable and non-transferable license and right to access the consumer data through the TFWG proprietary information system; provided, however, Client hereby understands and agrees TFWG owns and retains all right, title and interest in and to the consumer data.

Credentials

Client hereby agrees that any and all credentials provided to it for purposes of accessing the TFWG proprietary information system shall not be shared with any other party. Furthermore, Client agrees that the TFWG proprietary information system shall only be accessed by authorized parties specifically disclosed and consented to by TFWG. TFWG specifically preserves all legal rights and remedies it has with respect to any violation of this provision by Client, its affiliates and/or any authorized party.

Telephony Services

TFWF uses third party call center services as part of the marketing process it deploys for Clients. Client hereby understands and agrees that TFWG will not be responsible for any errors made with regards to third party telephony services.

Resolution of Disputes

Client agrees not to dispute any charges from TFWG unless an effort in good faith to rectify the situation directly with TFWG has been made, and those efforts have failed. Any financial resolution provided by TFWG for any reason shall not exceed the amount paid by the Client for the twelve (12) month period preceding the commencement of the dispute between the parties. The parties agree that all disputes arising under the Agreement, shall be governed by Florida or Michigan law (as applicable) and each party hereby consents to the exclusive jurisdiction, venue and forum of any state or federal court in Hillsborough County, Florida or Oakland County, Michigan. TFWG shall be entitled to recover its reasonable attorney fees and costs with respect to the collection of any unpaid invoices. In addition, in the event that either party brings an action as a result of a dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs, including those on appeal.

Limitation of Liability

Client acknowledges that TFWG will not be liable to the Client or any third party for consequential, indirect, incidental, special, exemplary, punitive, enhanced or special damages, lost profits, revenues or savings, or diminution in value, arising out of, relating to, or in connection with the Agreement, regardless of whether the damages were foreseeable, whether or not it was advised of the possibility of the damages, or the legal or equitable theory on which the claim is based, except for such losses or damages resulting from TFWG’s fraudulent acts, gross negligence and/or willful misconduct.

TFWG acknowledges that Client will not be liable to TFWG or any third party for consequential, indirect, incidental, special, exemplary, punitive, enhanced or special damages, lost profits, revenues or savings, or diminution in value, arising out of, relating to, or in connection with the Agreement, regardless of whether the damages were foreseeable, whether or not it was advised of the possibility of the damages, or the legal or equitable theory on which the claim is based, except for such losses or damages resulting from Client’s fraudulent acts, gross negligence and/or willful misconduct.

Performance

Client acknowledges that there is a level of risk associated with any direct marketing program. Any response rate or level of expectation communicated by representatives of TFWG and/or its affiliates, is merely an estimate and is provided for illustrative purposes only. TFWG provides no guarantees and makes no representations or warranties regarding the results or outcomes of any Client marketing service provided. Response rates will vary depending on numerous factors; many of which are outside of TFWG's control. These include – but are not limited to – postal/common carrier delivery delays or errors, inclement weather, other acts of God and world, national or local events. Past performance does not guarantee future results. TFWG specifically disclaims all warranties, representations and conditions of any kind whatsoever, whether written or oral, express, implied or statutory, including, without limitation, any implied warranties of merchantability, of title, of non-infringement, and fitness for a particular purpose. If a third party, such as an FMO or Broker Dealer (“Payor”), pays for the services subject to the Agreement for the benefit of the Client, the Client does not have a right to a refund of any unused funds unless requested by the Payor. The sole benefit of any Payor payment to the Client is the utilization of the services subject to the Agreement.

Compliance

Client assumes full responsibility to ensure that any mailer/invitation, digital advertisement, landing page, or email used by Client is in compliance with all applicable state and federal laws, rules and regulations. Affiliates of Financial Industry Regulatory Authority (“FINRA”) member firms may be required to meet FINRA regulations regarding the content of mailers, digital advertisements, and other promotional material. TFWG will not be responsible and assumes no liability for compliance with applicable laws and regulations regarding the suitability of any content provided, and Client hereby agrees to indemnify, defend and hold TFWG harmless from and against any third-party claims, damages, fines, penalties, and/or costs relating to Client’s non-compliance provided for herein. Notwithstanding the foregoing, to the extent that TFWG handles any Client data, TFWG shall comply with industry-standard security measures and with all applicable laws, regulations and standards regarding data privacy, security, as well as the collection and use of Personally Identifiable Information, as further delineated in the AcquireUp Privacy Policy, a copy of which can be found at https://www.acquireup.com/privacy-policy.

Intellectual Property

Client agrees that TFWG’s proprietary information system and all materials, including written text, images, photographs, marks, insignias, logos or other graphics or artwork provided by TFWG to Client is copyrighted property of TFWG, and may not be used, reproduced or shared with anyone outside of Client's immediate staff; including, but not limited to, outside vendors, marketing organizations, broker dealers or advisors/agents. Client attests that any written text, images, photographs, marks, insignias, logos or other graphics or artwork (“Client Materials”) provided by Client to TFWG is not subject to any legal restriction, including, but not limited to, copyright, trademark or trade secret and does not infringe on the intellectual property rights of any other person. TFWG acknowledges that the Client Materials are and shall remain the property of Client, and may not be used, reproduced or shared with any third-party, except for and only with respect to the services provided by TFWG to Client. TFWG will not be held responsible for production or distribution of such materials, and Client hereby agrees to indemnify, defend and hold TFWG harmless from and against any third-party claims alleging any violations with respect to TFWG’s use of any Client Materials.

Approvals

Client's acceptance and approval of advertising materials, landing pages or mailing lists provided by TFWG indicates that Client is taking complete responsibility for any errors or omissions contained therein. TFWG will not be held liable for any of these errors or omissions once it has received final approval to proceed with the deployment of digital advertising or printing of direct mail pieces.

Changes and Cancellation

Client agrees that any changes it requests after the date it approves a TFWG-booked venue or after its approval of advertising materials, landing pages, or mailing lists will result in a change fee of $250.00, in addition to any associated mailing list or venue booking costs. Any changes or revisions that occur after advertising materials have been deployed digitally or sent to print will be treated as a cancellation and Client shall be responsible to pay for the full amount indicated on the applicable Order Confirmation Form.

Changes to Terms and Conditions

TFWG reserves the right to modify or supplement these Terms at any time. If TFWG makes any material change, it will update its website and proprietary information system to include such changes.

Date of last revisions: 3/7/25