RadiusMail Subscription Agreement

This Subscription Agreement ("Agreement") is entered into between RadiusMail, a software company that provides direct mail marketing automation ("Provider"), and yourself, a company that wishes to be a RadiusMail customer ("Customer"). Provider and Customer shall collectively be referred to as the "Parties" and individually as a "Party."

1. Services

1.1. Software:

RadiusMail Software Platform: Provider shall grant Customer access to the RadiusMail software platform, a direct mail marketing automation company designed specifically for home services businesses. The platform includes the following key features and functionalities:

a. Campaign Automation: Provider will deploy a preset direct mail marketing strategy for Customer, handling all aspects of campaign setup, execution, and performance tracking. Provider will design compelling mailers, write persuasive copy, and set up mail schedules for maximum effectiveness.

b. Tracking and Analytics: Customer will have access to real-time campaign tracking and analytics, including metrics such as delivery status and response rates. These insights will help Customer gauge the performance and effectiveness of their direct mail campaigns.

c. Advanced Multivariate Testing: RadiusMail leverages data analytics and AI capabilities to continually optimize response rates over time. These systems will analyze campaign data and make data-driven adjustments to improve Customer's direct mail marketing effectiveness.

d. Address Verification: The platform incorporates address validation and correction tools to ensure accurate delivery of mailers, reducing returned mail and increasing overall campaign efficiency.

e. Print and Mail Fulfillment: Provider has established partnerships with trusted printing and fulfillment vendors to handle the physical production, addressing, and postage of the direct mail materials. This ensures high-quality printing and timely delivery of the mailers.

1.2 Technical Support and Training:

Provider will provide personalized training and technical support to Customer on an as-needed basis. Customer will have direct access to a support team to address any questions, concerns, or technical issues related to the RadiusMail platform.

1.3 System Updates and Enhancements:

Provider is committed to continuously improving the RadiusMail platform. Customer will receive regular updates and enhancements to the software, including updates and new features and functionality, at no additional cost during the subscription term. Provider may also introduce optional paid features or services in the future that are not covered by the original agreement. Provider will inform existing customers about these optional paid features or services separately, and Customer will have the option to subscribe to or purchase these additional features or services at the applicable rates and terms.

2. Subscription

2.1 Term: The initial term of this Agreement will be one month long and shall commence on the date of execution and continue on a month-to-month basis unless terminated by either Party in accordance with Section 5 (Termination). Customer's submission of payment for the subscription fee shall be deemed as acceptance of this Agreement.

2.2 Fees and Credits: Customer agrees to pay Provider the monthly subscription fee as set forth in the pricing schedule provided by Provider. The subscription fee grants Customer access to a certain number of credits on the RadiusMail system each month, which can be used to execute direct mail campaigns.

2.3 Additional Credits: If Customer desires additional credits beyond the allotted amount included in their subscription, they may purchase additional credits at a preset price determined by their subscription tier.

2.4 Credit Usage: Customer acknowledges that credits have no monetary value outside the RadiusMail system and can only be used to execute direct mail campaigns within the platform. Unused or expired credits cannot be redeemed for cash or any other form of value.

2.5 Payment Terms: Customer shall provide valid payment information to Provider and authorize recurring monthly charges. All fees shall be paid in US dollars.

3. Privacy

Customer acknowledges and agrees to the RadiusMail Privacy Policy (provided separately).

4. Terms and Conditions

Customer acknowledges and agrees to follow the RadiusMail Terms and Conditions (provided separately).

5. Intellectual Property

Ownership: Provider retains all right, title, and interest in and to the Platform, including all intellectual property rights. This Agreement does not grant Customer any ownership rights to the Platform or its underlying technology.

6. Termination

6.1 Termination for Convenience: Either Party may terminate this Agreement for any reason by providing written notice to the other Party at least 30 days prior to the desired termination date.

6.2 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within 30 days of receiving written notice specifying the breach.

7. Confidentiality

Confidential Information: During the course of this Agreement, the Parties may disclose certain confidential information to each other. The receiving Party agrees to keep such information confidential and not disclose it to any third party without the disclosing Party's prior written consent.

8. Limitation of Liability

Exclusion of Consequential Damages: In no event shall either Party be liable to the other Party for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, regardless of the cause of action or the theory of liability.

9. Governing Law and Jurisdiction

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Michigan, without regard to its conflict of laws principles.

9.2 Jurisdiction: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Michigan, and each Party consents to the personal jurisdiction of such courts.

10. Changes to the Agreement

10.1 Provider reserves the right to modify, amend, or update this Agreement from time to time at its sole discretion. Provider will provide reasonable notice of any material changes to the Agreement, which may include notification via email or through the RadiusMail software platform.

10.2 Customer's continued use of the RadiusMail software platform after receiving notice of any changes to the Agreement shall constitute acceptance of the modified terms. If Customer does not agree with the modified terms, Customer may terminate this Agreement in accordance with Section X (Termination) before the changes take effect.

10.3 It is the responsibility of Customer to review the Agreement periodically to stay informed of any updates or modifications. Provider recommends that Customer regularly checks for any changes to the Agreement posted on the RadiusMail website or through other designated communication channels.

11. Dispute Resolution

11.1 Mediation: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, performance, or termination, shall first be attempted to be resolved amicably through good-faith negotiations between the Parties.

11.2 Arbitration: If the Parties are unable to resolve the dispute through negotiation within 90 days, either Party may initiate arbitration proceedings. The arbitration shall be conducted in accordance with the rules and procedures of a mutually agreed-upon arbitration association or organization. The decision of the arbitrator(s) shall be final and binding on both Parties.

12. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from the Agreement, and the remaining provisions shall remain in full force and effect. The Parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely achieves the original intent of the Agreement.

13. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written.