Agreement

Client’s signature constitutes written authorization for Dealer Blue Sky, LLC, a Texas limited liability company (“DBS”) to perform services and/or contract with suppliers on Client’s behalf. Client’s signature also indicates an understanding and acceptance of estimates, prices, and Terms and Conditions listed below.

Delivery

While every effort is made by DBS to get direct mail, email, and digital advertising impressions delivered by the targeted date, DBS is not responsible for the delivery of the mail by the United States Postal Service, email, and display advertising by third-party deployment platforms and assumes no liability for late delivery or non-delivery — for any reason — once it has been deposited with the Postal Service and other service providers.

Consumer Data

The mailing lists and other consumer data utilized by DBS are supplied by third-party compilers. While every effort is made to meet the client’s selected criteria, no assurance can be given that the list or specific selections and filters chosen will be completely accurate. DBS processes all purchased and customer-supplied data with USPS-approved software and other data hygiene tools to ensure the highest level of deliverability, but no list will be 100% deliverable. DBS grants Client a limited, revocable, non-exclusive, fee-based, non-sublicensable, non-transferable license and right to access the consumer data through the DBS software application; provided, however, Client hereby understands and agrees DBS owns and shall retain 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 DBS software application shall not be shared with any other party. Furthermore, Client agrees that the DBS software application shall only be accessed by authorized parties specifically disclosed to DBS. DBS specifically preserves all legal rights and remedies it has with respect to any violation of this provision by Client.

Telephony Services

At times, DBS will utilize third-party call center services as part of the marketing process. While DBS will make every effort to fulfill the client’s request, Client understands and agrees that DBS shall not be responsible for any errors made with regards to telephony services.

Resolution of Disputes

Client agrees not to dispute any charges from DBS unless an effort in good faith to rectify the situation directly with DBS has been made, and those efforts have failed. Any financial resolution provided by DBS for any reason will not exceed the amount originally paid by the Client. The parties agree that all disputes arising from this agreement shall be governed by Texas law and consent to the exclusive jurisdiction, venue, and forum of any state or federal court in Wilbarger, Texas. DBS shall be entitled to recover its reasonable attorney fees and costs in any action to collect any unpaid invoices. In addition, in the event that either party brings an action as a result of a dispute arising from this agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs, including those on appeal.

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 DBS is for illustrative purposes only, and does not in any way constitute a guarantee. Response rates will vary depending on numerous factors, many of which are outside of DBS’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. DBS 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. Furthermore, DBS shall not be liable to Client or any third party, to the extent permitted under applicable law, for any indirect, consequential, exemplary, punitive, multiple, incidental, special damages, lost profits, or lost savings arising out of this agreement. If a third party, such as an FMO, pays for the services subject to this 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. If a third party makes such a payment, the sole benefit to the Client is the utilization of the services subject to this agreement as paid for by the third party.

Compliance

Client assumes full responsibility to ensure that any mailer/invitation used by Client is in compliance with all applicable state and federal laws, rules, and regulations. Affiliates of FINRA member firms may be required to meet FINRA regulations regarding the content of mailers and other promotional material. DBS assumes no liability for compliance with applicable laws and regulations regarding the suitability of content and shall not be responsible for any and all damages relating to the same.

Copyright

Client agrees that the platform and all material, including written text, images, photographs, marks, insignias, logos, or other graphics or artwork provided by DBS to Client is copyrighted property of DBS, 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 provided by Client to DBS is not subject to any legal restriction, including but not limited to, copyright, trademark, or trade secret. DBS will not be held responsible for the production or distribution of such material.

Approvals

Client’s acceptance and approval of the final proof indicate that the Client is taking complete responsibility for any errors or omissions as reflected on the proof. DBS will not be held liable for any of these errors or omissions once we have received final approval to proceed with the printing. Client agrees that once artwork and mailing list have been approved, any further revisions for that specific order will result in additional charges.