(1) Licensee agrees that their use of the SMS Masterminds’ Concierge service is subject to these terms of service and SMS Masterminds provides its Concierge service only pursuant to these terms of service.

(2) Licensee is under no obligation to utilize the Concierge service.

(3) SMS Masterminds reserves the right to, from time to time amend, supplement or modify 
these terms of service. If you do not agree to be bound by or cannot comply with these terms as amended, your only remedy is to stop using the service. You will be deemed to have accepted this terms as amended if you continue to use the concierge service.

(4) Licensee must have an existing license with SMS Masterminds related to SMS services (sometimes referred to as an “Engage” License) and/or an existing Thrive License. Licensee understands that that concierge services are voluntary services provided by SMS Masterminds and do not alter or modify the terms of Licensee’s existing license(s).

(5) Licensee must be in good standing, not be delinquent with any payments, or in financial “hardship” status with SMS Masterminds in order to be eligible for the Concierge service.

(6) Licensee must create a valid merchant account for each merchant prior to submitting that merchant for Concierge service. These merchants must be located within your contracted territory, per your SMS Masterminds contracts. When submitting a Concierge request for a merchant, Licensee acknowledges that this is to be treated by SMS Masterminds as a sold, verified, and valid merchant acquisition for the Licensee.

(6a) When applicable, Concierge Request Submission constitutes a delivered Merchant Account(s), persuant to the SMS Masterminds Smart Start Money Back Guarantee, based upon it’s treatment as a sold, verified, and valid merchant acquisition for the License.

(7) Licensee must submit a completed intake form, for each request, before Concierge service will be provided.

(8) All Concierge services provided to a Licensee are final. Any edits, alterations or additions to the Concierge services provided will be the sole responsibility of the Licensee.

(9) Thrive License Concierge services consist of the following:

a. Website “homepage” based on the merchant’s brand and industry which is mobile responsive and contains a reasonable amount of basic information that would be expected on a small business’ “homepage” such as the merchant name, location, contact information, provided images, social media links, and reviews (when applicable, requested, and credential information is provided).

b. Website landing pages will be provided. The exact number/type of pages provided will depend upon licenses owned, services requested, and information provided. Landing pages may include:

(i) Write review- Page where customers land to write a review.

(ii) VIP Club Page- Teach the customer about the merchant’s loyalty rewards program.

(iii) Promotions- Editable landing page that gives images and additional information about a deal/offer.

c. Configuration of Streams module and Reviews module for merchants assuming necessary information is provided in the intake form. The configuration of the Reviews settings/messaging, detailed in the Editable Proposal Document provided by Concierge.

d. Dynamic Cross-Pollination for Licensees who have both Engage and Thrive Licenses. Licensee must request this service, create merchant accounts in both the ENGAGE and THRIVE systems, and provided all necessary information. Concierge will then:

(i) Utilize the merchant’s custom landing page links in applicable ENGAGE messaging.

(ii) Incorporate the ENGAGE sign up widget into the merchant’s THRIVE built homepage.

(iii) Initiate reviews generation by joining an ENGAGE campaign via kiosk check-in with unique “request to review” messages sent to subscribers, delayed by days/hours/check-ins based on the industry, and filter “positive reviewers” and “negative reviewers” with customization of the messaging those groups receive.

(iv) Create VIP Club landing page customized with merchant’s proposed reward structure as setup in ENGAGE with ink to this page included with the first campaign message sent to new ENGAGE subscribers.

(10) Thrive License concierge requirements:

a. Licensee must make a concierge request for each merchant.

b. Licensee must create a merchant account within the Thrive platform prior to submitting a concierge request.

c. Licensee must utilize the concierge intake form in order to request concierge services for a merchant.

d. Licensee must utilize the concierge intake form for each step of the merchant website building process.

(11) REGARDING THRIVE RELATED CONCIERGE SERVICES, LICENSEE SHALL INSURE THAT ITS MERCHANTS ADHERE TO THE TERMS OF LICENSEE’S THRIVE LICENSE REGARDING THE BUILDING AND OPERATION OF WEBSITES.

(12) Regarding Thrive related concierge services, all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials posted on any website via the concierge service are the sole responsibility of Licensee. Licensee shall be solely responsible for the veracity and accuracy of all uploaded data, content and information. Under no circumstances will SMS Masterminds be liable for Licensee’s content, a merchant’s content or the content of any third party uploaded via the concierge service to a website, including, but not limited to, for any errors or omissions in the content, or for any loss or damage of any kind incurred as a result of the use of the content posted, transmitted or otherwise made available via this license.

(13) Regarding Thrive related Concierge services, Licensee is responsible for final approval and acceptance of websites by its merchants. .

(14) Licensee shall indemnify, defend, and hold harmless SMS Masterminds from any and all liability, loss, claim, damage, cost, or expense (including reasonable attorneys’ fees) arising out of any claim against SMS Masterminds by any entity or person as a result of the failure of Licensee to perform or adhere to its obligations and representations hereunder and in its SMS services/Engage License or its Thrive License or its use of the concierge service including without limitation SMS Masterminds’ performance hereunder or Licensees’ use of any other material, information, technology or software provided by SMS Masterminds. SMS Masterminds reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee.

(15) SMS Masterminds will not pre-screen content, but SMS Masterminds shall have the right (but not the obligation) to refuse, move or delete any content that is available on a merchant website. SMS Masterminds shall also have the right to remove any content that violates the terms of Licensee’s SMS Services/Engage license or Licensee’s Thrive license in SMS Masterminds’ sole discretion.

(16) SMS Masterminds has the right, but does not have the obligation, to contact Licensee’s merchants directly to perform the Concierge services.

(17) While SMS Masterminds will use reasonable efforts to complete requested Concierge services, SMS Masterminds makes no representations or warranties regarding the timing, completion or effectiveness of any Concierge services.

(18) These terms are subject to all terms and conditions set forth in Licensee’s respective SMS Services/Engage License and Thrive License. To the extent any terms set forth in this agreement conflict with the terms set forth in Licensee’s SMS Services/Engage License or Licensee’s Thrive License, the terms of the SMS Services/Engage License and the Thrive License shall take precedence.