1.  Overview  
These terms of service (“Terms of Service”) are entered into between you and Evolve Sales & Marketing LLC DBA BackBone Media Solutions, "BackBone" (“BackBone,” “we,” or “us”). The Terms of Service govern your access to and use of the BackBone website at www.backbonelms.io, including any content, functionality, communication channels, software, and Services offered on or through it (the “Platform").

By using the Platform, you agree to be bound and abide by these Terms of Service. BackBone may terminate your ability to use the Platform without notice if you do not comply with these Terms of Service. If you do not agree to these Terms of
Service, you must not access or use the Platform. You must be at least 18 years old to use the Platform.

BackBone reserves the right to make changes to the Platform and to these Terms of Service at any time.

All changes are effective immediately when posted. Your continued use of the Platform following the posting of the revised
Terms of Service means that you accept and agree to the changes.

All Information BackBone collects on the Platform is subject to our Privacy Notice posted on the Platform. By using the Platform,
you consent to all actions taken by us with respect to your Information in compliance with the Privacy Notice. The Privacy Notice is incorporated into and governed by these Terms of Service. To the extent there is a conflict, these Terms of Service supersede the Privacy Notice. You agree that you will not upload any confidential or personal information onto the Platform except for
personal information specifically requested by BackBone pursuant to the Privacy Notice.

All Platform Content (as defined below) is current as of the date it is posted on the Platform to the best of BackBone’s knowledge. As used in these Terms of Service, references to the “BackBone Team” include BackBone, our owners, assigns, subsidiaries, affiliated companies, officers, and directors, and all parties involved in creating, producing, and/or delivering the Platform.

2.     Services
BackBone provides a multitude of product integrations and services (the “Services”) on the Platform, which you may subscribe to through the Platform. All references to the Platform include the Services. All Services are subject to these Terms of Service as well as the additional provisions below. The terms in these Terms of Service govern to the extent there is a direct conflict
between the additional terms linked below and these Terms of Service.

a. Right to Modify the Services. We reserve the right to implement new elements as part of the Services including changes that
may affect the previous mode of operation of the Services. We believe that any such modifications will enhance the overall Services, but it is possible that your opinion may vary.

b. No Contingency on Further Releases and Improvements. You understand that your purchase of Services on or through the
Platform is not contingent on the delivery by us of any future release of any functionality or feature, including but not limited to the continuation of a certain Service beyond its current subscription term, or any third party
services.

c. As-Is. The Platform is provided on an as-is
basis as further described in Section 21, except as expressly provided
otherwise in this Agreement.

d. Features. Features and terms used in connection
with the Platform and Services such as “power dialer” may have some resemblance
to those provided by others, but our Platform features and terms are specific
to our Platform.

e. Additional Terms. Additional terms may apply to
specific services and programs offered by BackBone on the Platform. To the
extent there is a conflict, these Terms of Service will take precedence. The
terms for the BackBone affiliate program are available here:

https://www.goBackBone.com/affiliate-policy

.

3.     Intellectual Property
The Platform and its entire content, data, features, Services, and functionality (including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform) (“Platform Content”) are the property of BackBone or its licensors and are protected by copyright, trademark and other intellectual
property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below.

The BackBone name and related logos are trademarks and service marks (“Marks”) of BackBone. BackBone Marks may not be used without advance written permission of BackBone, including in connection with any product or service that is not provided by BackBone, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents BackBone. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners.

A third party website may feature our logos or trademarks, with or without authorization. Our logos or trademarks featured in
any third party website do not constitute or imply any approval, sponsorship, or endorsement of BackBone. If you believe that any content on the Platform violates your intellectual property rights, please notify BackBone as described
in Sections 18 and 31.

4.     Limited License and Prohibited Uses
BackBone grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform. Except to make the Services available to you and your end users, as expressly permitted under these Terms of Service, any other use, including the reproduction, modification, distribution, transmission, republication, framing,
display or performance of Platform Content without prior permission of BackBone is strictly prohibited. You may not remove any Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform Content.

You, your employees, and your end user clients (“Clients”) may use the Platform only for lawful purposes and in accordance
with these Terms of Service. You agree that you, your employees, and your Clients will not:

* Use the Platform or any Services in any way that violates any applicable law or regulation.

* Use the Platform or any Services for the purpose of exploiting, harming or attempting to exploit or harm anyone in any way.
* Send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service. *Transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
Impersonate or attempt to impersonate BackBone, a BackBone employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform or any Services, or which, as determined by BackBone may harm BackBone or users of the Platform or expose them to liability.

Use the Platform or any Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.

Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.

Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without BackBone’s prior written consent.

Use any device, software or routine that interferes with the proper working of the Platform or any Services.Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform, or any Services.

Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.

Otherwise attempt to interfere with the proper working of the Platform or any Services.

5.     Customer/End User Conduct

In connection with your use of the Platform or Services, you agree that:

You, your employees, agents, and Clients will maintain in effect all licenses,
permissions, authorizations, consents, and permits necessary to carry out the
obligations under these Terms of Service.
You are fully responsible for your actions and the actions of your employees
agents, and Clients with respect to use of the Platform.
You are fully responsible for the use of the Services by your Clients. BackBone’s
agreement is with you, not your clients.
You, your employees, agents and Clients will not misrepresent the Services.
You will provide these Terms of Service to your employees, agents, and Clients

and confirm that all employees, agents, and clients understand that they are

subject to these Terms of Service if they use or offer the Services.
You own or control all rights in and to all content you provide to BackBone.
You will be solely responsible for all of your use of the Platform, including the

quality and integrity of any data and other information made available to us by or

for you through the use of the Services under these Terms of Service and each Service
that you make available to your Clients.
You have provided, and will continue to provide, adequate notices and have

obtained, and will continue to obtain, the necessary permissions and consents to

provide your Client’s data to us for use and disclosure in accordance with these

Terms of Service and our Privacy Notice.
You, your employees, and your Clients will provide reasonable cooperation regarding

information requests from law enforcement, regulators, or telecommunication providers.

6.     Your Use of Communications Features of the Services

BackBone is the provider of Services for your use, which may include certain
communications features such as SMS, MMS, email, voice call capabilities and
other methods. You agree that:

You are exclusively responsible for all communications sent using the Services,
including compliance with all laws governing those communications such as the
Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act, and you agree
that you understand and will comply with those laws.

You understand that your use of the Services may violate applicable laws if you
do not comply with them. BackBone is not responsible for your compliance with
laws and does not represent that your use of the Services will comply with any
laws. You should consult a lawyer for legal advice to ensure your
communications comply with applicable law

BackBone is a technology platform communication service application provider
only. BackBone does not originate, send, or deliver any communications to any
recipient via SMS, MMS, email, or other communication method;

You, not BackBone, are the maker or initiator of any communications. You
control the message, timing, sending, fraud prevention, and call blocking. The
Service is purely reactive and sends messages only as arranged and proscribed
by you. All communications, whether, without limitation, SMS, MMS or email, are
created by and initiated by you and/or your Clients, whether generated by you
or sent automatically via the Services at your direction.

Any customer data provided to BackBone through any means, including without
limitation, by inbound text, data imports, tablet sign-ins, API calls or manual
entry, only includes data from individuals who have explicitly opted into your
communications program and have explicitly agreed to receive your
communications (whether by SMS, MMS, email, voice communication or other
method) in accordance with applicable law, including without limitation the
TCPA.

7.     Payment
a. Fees. If you choose to purchase one or more of the Services provided on the
Platform, you agree to pay all fees (“Fees”) associated with the Services. Our
monthly subscription provides tiered pricing for different levels of Services
and products based on the Services you choose to use. In addition to our
monthly subscription Services, you may purchase add-in Services for a one-time
Fee or recurring subscription Fees. Fees may change from time to time. All Fees
are exclusive of any applicable communications service or telecommunication
provider (e.g., carrier) fees or surcharges (collectively, “Communications
Surcharges”). You will pay all Communications Surcharges associated with your
use of the Services. Communications Surcharges will be shown as a separate line
item on an invoice. All Fees and Communications Surcharges are nonrefundable.

b. Any charges incurred by your purchase or use of the Services will be billed to the credit card we have on file. In the event you sign up for a Service that is ongoing and incurs recurring charges (such as a subscription), such charges will be billed in advance of Service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address, and telephone number, and to provide us with any changes in such information within 10 days of the change.

If you are passing the obligation to pay Platform-related Fees to your Clients, you are solely responsible for all
related transactions, including but not limited to refunds and chargebacks of
such Fees that are passed on. BackBone is not responsible for resolving issues
related to costs passed on to your Clients. Any fees passed on to Clients or
other third parties must be amounts charged by BackBone, without increase or
markup.

c. Taxes. You are exclusively responsible for taxes and other governmental
assessments (“Taxes”) associated with your use of the Platform, including all
Taxes associated with the Services you order and any transactions you conduct
with your Clients. BackBone may collect Taxes from you as part of the Fees as
it deems appropriate, and all BackBone determinations regarding what Taxes to
collect are final. BackBone may recalculate and collect additional Taxes from
you if it determines at any point that they are due. You will indemnify BackBone
for all Claims related to Taxes that are associated with your activities on the
Platform, including any Taxes related to your transactions with your Clients,
as described in Section 22. Taxes, like all Fees, are nonrefundable.

d. Overdue Amounts. If, for any reason, your credit card company declines or
otherwise refuses to pay the amount owed for the Services you have purchased,
you agree that we may suspend or terminate performance of Services or delivery
of products and may require you to pay any overdue Fees and other amounts
incurred (including any third-party chargeback fees or penalties) by other
means acceptable to us. In the event legal action is necessary to collect on
balances due, you agree to reimburse us for all expenses incurred to recover
sums due, including attorney fees and other legal expenses.

e. Payment Disputes. You will notify us in writing
within sixty (60) days of the date we bill you for any invoiced charges that
you wish to dispute. You must pay all invoiced charges while the dispute is
pending or you waive the right to pursue the dispute. Where you are disputing
any fees, you must act reasonably and in good faith and cooperate diligently
with us to resolve the dispute. All BackBone determinations regarding your
obligation to pay invoiced charges are final.

f. No Refunds. Except as described below, all Fees
assessed by BackBone are non-refundable, and BackBone does not provide Fee
refunds or credits for partially used or unused subscriptions. If you sign up
for a Service subscription but do not access the Service or Platform, you are
still responsible for all Fees during the term of your subscription. If BackBone
chooses at its sole discretion to issue a refund or credit in one instance, we
are under no obligation to issue the same refund or credit in the future.

We reserve the right to issue refunds or credits at our sole discretion in the
following situations:

1. Where we materially modify these Terms of Service or Privacy Notice during a
billing period and such modification adversely affects you, we may refund a
portion of your subscription Fee equal to the remaining unused term, as we
determine appropriate or as may be required by applicable law. To be eligible
for a refund, you must provide written notice that (a) identifies your account
and (b) requests cancellation of the specific Service. The cancellation will be
effective upon our receipt of your notice and our determination that you are
authorized to effect such cancellation. Please refer to the “Communications and
Contact Information” section below on how to provide notice to us.

2. Where a modification or interruption of Services adversely affects you and
alternative remedies, as specified in these Terms of Service, are not
available, we may refund a portion of your paid subscription Fee equal to the
remaining unused term of your subscription, as we determine appropriate or as
may be required by applicable law.

8.     Resale of Services (MAP Policy)
Some levels of the Services allow you to resell access to the version of the
Platform that is customized for or by you. If you are authorized to resell
access, you must comply with our minimum advertised price policy as described
in this section and the provisions below.

a. Minimum Advertised Price. You cannot advertise access to the Platform for a
price of less than $97 per month (the “MAP”).

b. Determining Advertised Price. The price at which you are advertising access
to the Platform is determined after deduction of coupon discounts, rebates,
value of product giveaways, gift card amounts, and other promotional offers,
that have the effect of lowering an advertised price.

c. Media. This MAP policy applies to advertising in any media. However, this
policy does not apply to advertising at a brick-and-mortar selling location
that is not distributed or visible to customers outside that location, or final
sale prices first disclosed to customers in “shopping carts” in web-based sales
(so long as such prices cannot be retrieved by search engines or otherwise
displayed to other customers).

d. Changes. The MAP is established by BackBone and may
be changed by BackBone from time to time in its sole discretion. Any changes to
the MAP will be communicated by a change to this section of these Terms of
Service. BackBone may also notify you of any change to the MAP.

e. Final Sale Price. This MAP policy applies only to the prices at which you
advertise access to the Platform and does not restrict your ability to set the
final price at which you resell access to the Platform. BackBone will not
sanction or otherwise penalize you solely for reselling access to the Platform
below the MAP.

f. Exceptions. This MAP policy does not apply to advertising within any
jurisdiction in which minimum advertised price policies are prohibited by law.
It is a violation of this policy, however, to transmit an advertised price less
than the MAP from any such jurisdiction to customers in any jurisdiction in
which the policy is permissible.

g. European Union and United Kingdom. For sales into the European Union and
United Kingdom, this MAP policy does not prohibit you from offering consumers
discounts or communicating to consumers that their final price could differ
from the MAP.

h. Resale Restrictions. When reselling the service, you agree that you are
fully liable to your resale Clients for the Service and will handle all
disputes and inquiries they have without any involvement from BackBone, unless BackBone
offers to assist.

i. You Are Not BackBone. Do not present yourself as BackBone when reselling the
Service, hold yourself out as a representative of BackBone, or indicate that
you are associated with BackBone in any way. Do not direct your resale Clients
to contact BackBone for any reason, including for Service support.

j. Suspension and Termination. We may suspend or terminate your ability to
resell Services as described in this section in our sole discretion and with or
without advance notice to you if we determine that you are violating this
Agreement or for any other reason.

9.     Excessive Data Usage

Your excessive data use may cause the Service to be
slow or unavailable. We have no liability for the effect that your excessive
data use may have on Service performance. We may (1) suspend or terminate your
use of the Service or (2) reduce the amount of data you are able to use, with
or without advance notice, if we determine in our sole discretion that your
data use is excessive, abusive or has a negative effect on the Services in any
way.

We provide the Service on a tiered-pricing basis,
and some tiers can process more data with less impact on Service performance.
Contact us if you would like more information about pricing for data usage that
may be more appropriate for your needs.

10.  Training
BackBone may offer training to you related to how to use the Services. All
training and associated information conveyed as part of it (“Training”) is
as-is, with no warranty, as explained further in Section 21 (Disclaimer). You
know your own situation and your Clients, and you alone are responsible for how
and whether you adopt any strategies learned through Training. BackBone makes
no guarantees that Training will produce any particular outcome, and Training
may in rare cases be counterproductive depending on your situation.

11.  Data Stored on Our Servers
Subject to our Privacy Notice , you agree that we have no responsibility or
liability for the deletion or failure to store any content maintained or
transmitted on or through the Platform. You acknowledge that we reserve the
right to remove or terminate accounts that have not paid a subscription Fee,
that remain inactive for longer than one (1) year, or that have violated one or
more terms of this Agreement.

12.  Account Registration
To access portions of the Platform or to register for or use the Services, you
will be asked to provide registration details or other Information. It is a
condition of your use of the Platform that all Information you provide is
complete, current, and accurate. All Information you provide to register with
the Platform, complete a transaction through the Platform, or otherwise is
governed by our Privacy Notice, and you consent to all actions BackBone takes
with respect to your Information consistent with our Privacy Notice.

13.  Use and Protection of Login Credentials
You are responsible for maintaining the confidentiality of your user name and
password (“Login Credentials”). You are responsible for all uses of your
account and Login Credentials, whether or not authorized by you. You agree to
notify BackBone immediately of any unauthorized access to or use of your
account or Login Credentials or any other breach of security. BackBone reserves
the right to disable your Login Credentials at any time in its sole discretion
for any or no reason, including if, in BackBone’s opinion, you have violated
any provision of these Terms of Service. User accounts are non-transferable,
and all users are obligated to take preventative measures to prohibit
unauthorized users from accessing the Platform with his or her password.

14.  User Contributions
To ask questions about this Privacy Notice and our privacy practices, contact
us at [email protected]

By mail at:

BackBone Media Solutions

ATTN: Legal Department

114 South 1410 East

Lindon, Utah 84042

EFFECTIVE DATE: February 28, 2023

You own or control all rights in and to the User Contributions and have the
right to grant the license granted above to us, the BackBone Team, and our
service providers, and each of their licensees, successors, and assigns.

All of your User Contributions do and will comply with these Terms of

Service.
You understand and acknowledge that you are responsible for any User Contribution

you submit or contribute, and you, not BackBone, have full responsibility for such
content, including its legality, reliability, accuracy, and appropriateness.

By posting information on the Platform, or by otherwise using any
communications service, message board, newsgroup, or other interactive service
available on the Platform, you agree that you will not post comments, messages,
links, code, or other information that:

Are unlawful, threatening, abusive, harassing, defamatory, deceptive,
fraudulent, tortious, invasive of another’s privacy, or includes graphic
descriptions of sexual or violent content;

victimizes, harasses, degrades, or intimidates an individual or group of
individuals on the basis of religion, gender, sexual orientation, race,
ethnicity, age, or disability;

infringes any patent, trademark, trade secret, copyright, right of publicity,
or other proprietary right of any party; or

breaches the security of, compromises or otherwise allows access to secured,
protected or inaccessible areas of this Platform, or attempts to gain access to
other network or server via your account on this Platform.

We are not responsible or liable to any third party
for the content or accuracy of any User Contribution posted by you or any other
user of the Platform, nor do we endorse the User Contribution of third parties.
Further, we are not responsible for any failure or delay in removing such
postings. While we do not monitor User Contributions, at our sole discretion, BackBone
may choose to unpublish or otherwise make not available for public viewing any
material we deem unnecessary or inappropriate for use on our Platform.

15.  User Customization
Portions of the Platform may be modified by you, incorporating your name, logo,
trademark, and color scheme into your individual access area within the
Platform. You are solely responsible for copyright, trademark or other
intellectual property concerns connected with your and your Clients’ customized
look and feel of the Platform. You acknowledge that you may not be able to
customize the Platform according to your unique branding to the extent that
your customization would appear to be independently developed. BackBone may
remove any of your modifications at any time without advance notice and with no
liability to you.

16.  Promotions

From time to time, this Platform may include advertisements offered by third
parties. You may enter into correspondence with or participate in promotions of
the advertisers showing their products on this Platform. Any such
correspondence or promotions, including the delivery of and the payment for
goods and services by those third parties, and any other terms, conditions,
warranties or representations associated therewith, are solely between you and
the advertiser. We assume no liability, obligation or responsibility for any part
of any such correspondence or promotion. You will ensure that these activities
comply with all relevant laws.

17.  Content You Create

You own and retain all ownership rights to your data and User Contributions
uploaded to the Service (“Your Data”). You grant us, the BackBone Team, and our
service providers the right to use Your Data as necessary to provide the
Services to you and as permitted by these Terms of Service and our Privacy
Notice. You also grant BackBone the right to use Your Data to improve the
Service, develop new services, and for other BackBone business purposes,
subject to BackBone’s obligation to maintain the confidentiality of Your Data.
If you are using the Services on behalf of another party, then you represent
and warrant that you have all sufficient and necessary rights and permissions
to do so. Subject to the limited license granted, we acquire no right, title or
interest from you or your licensors under these Terms of Service.

Submission of Ideas.

The Platform may include a platform through which
users may submit ideas in connection with new products, Services and/or related
features (each, an “Idea”). By submitting an Idea to BackBone, you agree to the
following unless we have mutually agreed in writing otherwise:

You are submitting your Idea to BackBone on a voluntary, non-confidential, and
gratuitous basis;

You grant BackBone and its designees a perpetual, irrevocable, non-exclusive,
fully-paid up and royalty-free license to use any Idea you submit to BackBone
without restrictions or payment or other consideration of any kind, or
permission or notification to you or any third party. The license includes,
without limitation, the irrevocable right to reproduce, prepare derivative
works, combine with other works, alter, translate, distribute copies, display,
perform, license the Idea, and all rights therein, in the name of BackBone or
its designees throughout the universe in perpetuity in any and all media now or
hereafter known;

BackBone may already be working on the same or a similar Idea, or it may have
received a similar or identical idea from other sources;
The Idea represents
your own original work, you have all necessary rights to disclose the Idea to BackBone,
and neither your disclosure of the Idea nor BackBone's review and/or use of the
Idea will infringe upon the rights of any other individual or entity;
Disclosing your Idea to BackBone does not establish a confidential relationship or
obligate BackBone to treat the Idea as confidential;

BackBone has no obligation to develop or use your Idea and does not owe you or
anyone else any compensation for any use of your Idea or any Ideas that are
related to or derived from your Idea;

BackBone assumes no obligation with respect to any Idea unless and until it
enters into a written contract with you, and then only as expressed in such
written contract;

If your Idea is the subject of a patent that is pending or has been issued, you
have or will disclose that fact to BackBone. BackBone acknowledges that to the
extent you hold a patent in the Idea, no license under any patent is granted to
BackBone;

Any license to use a patented Idea shall be in the form of a written contract,
and BackBone's obligations shall be limited to only those in such written
contract;

BackBone is not obligated to review your Idea, give reasons for rejecting your
Idea, or disclose any activities that are related to the subject matter of your
Idea;You will not construe BackBone's review of your Idea, or any discussion,
negotiations or offer between yourself and BackBone relating to the possible
purchase or license of your Idea, as recognition of the novelty, originality,
priority, other rights, or value of your Idea, and BackBone's discussions or
negotiations with you will not in any way impair BackBone's right to contest
the validity or infringement of your rights;You hereby irrevocably release and
forever discharge BackBone and the BackBone Team from any and all actions,
causes of actions, claims, damages, liabilities and demands, whether absolute
or contingent and of any nature whatsoever, which you now have or hereafter
can, shall or may have against BackBone or the BackBone Team with respect to
the Idea, including without limitation in respect of how BackBone directly or
indirectly uses the Idea, with the sole exception in respect of the foregoing
release and discharge being your right to bring a claim of patent infringement;
and
You agree that you are responsible for the content of the Idea and further
agree (at BackBone's option and at your sole expense) to defend, indemnify, and
hold BackBone harmless from any and all actions, claims, and liabilities,
demands, whether absolute or contingent and of any nature whatsoever, damages,
losses, costs, fees, fines or expenses, including reasonable attorneys' fees,
which BackBone or the BackBone Team may incur as a result of use of your Idea
in accordance with these Terms of Service.

18.  Copyright; Digital Millennium Copyright Act

If you believe that your work has been copied in a way that constitutes copyright
infringement, or that your intellectual property rights have been otherwise
violated, you should notify us of your infringement claim in accordance with
the procedure set forth.

We will process and investigate notices of alleged infringement and will take
appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and
other applicable intellectual property laws with respect to any alleged or
actual infringement. A notification of claimed copyright infringement should be
emailed to

[email protected]
(Subject line: “DMCA Takedown Request”) and mailed to the designated copyright
agent address below.

Our designated copyright agent to receive DMCA Notices is:

BackBone Media Solutions

ATTN: Copyright Agent

114 South 1410 East

Lindon, Utah 84042

To be effective, the notification must be in writing and contain the following
information: an electronic or physical signature of the person authorized to act on behalf
of the owner of the copyright or other intellectual property interest;

a description of the copyrighted work or other intellectual property that you
claim has been infringed;

a description of where the material that you claim is infringing is located on
the Platform, with enough detail that we may locate it;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the disputed use is
not authorized by the copyright or intellectual property owner, its agent, or
the law; and

a statement by you, made under penalty of perjury, that the above information
in your notice is accurate and that you are the copyright or intellectual
property owner or authorized to act on the copyright or intellectual property
owner's behalf.

Counter-Notice:

If you believe that your User Contribution that was removed (or to which access
was disabled) is not infringing, or that you have the authorization from the copyright
owner, the copyright owner's agent, or pursuant to the law, to upload or display the
content in your User Contribution, you may send a written counter-notice containing the following
information to the above-listed Copyright Agent:

your physical or electronic signature;

identification of the content that has been removed or to which access has been
disabled and the location at which the content appeared before it was removed
or disabled;
a statement that you have a good-faith belief that the content was removed or
disabled as a result of mistake or a misidentification of the content; and

your name, address, telephone number, and email address, and a statement that
you will accept service of process from the person who provided notification of
the alleged infringement.

If a counter-notice is received by our copyright agent, we will send a copy of
the counter-notice to the original complaining party, informing that person
that BackBone may repost the removed content or cease disabling it in ten (10)
business days. Unless the copyright owner files an action seeking a court order
against the content provider, member or user, the removed content may be
reposted, or access to it restored, in ten (10) to fourteen (14) business days
or more after receipt of the counter-notice, at our sole discretion.

We may, at our sole discretion, limit access to the Platform and/or terminate
the account of any user who infringes any intellectual property rights of
others.

19.  Third Party Content
This Platform may include content provided by third parties. All statements and
opinions expressed by third parties are solely the opinions and the
responsibility of the person or entity providing those materials. Those
materials do not necessarily reflect the opinion of BackBone. BackBone is not
responsible for the content or accuracy of any materials provided by any third
parties.

20.  Links to Other Web Site

BackBone may provide links to external web sites for the convenience of
Platform users. The inclusion of an external link on this Platform does not
constitute or imply support or endorsement of any kind. BackBone does not
control those websites, is not responsible for their content or function, and
is not responsible for any loss or damage that may arise from your use of them.
If you decide to access the third party sites linked to this Platform, you do
so entirely at your own risk and subject to the terms and conditions of use and
the privacy notice for such sites.

21.  Disclaimer

THE PLATFORM AND THE SERVICES OFFERED THROUGH IT ARE PROVIDED ON AN “AS IS” AND
“AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM,
PLATFORM CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM
CONTENT, SERVICES OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR
SERVICES OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF
ANY PLATFORM CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU FROM THE
PLATFORM, FROM US OR THE BACKBONE TEAM WILL MEET YOUR EXPECTATIONS OR BE FREE
FROM MISTAKES, ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS
ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE WE ARE NOT LIABLE FOR ANY
CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE
INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

THIS PLATFORM COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR
TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE PLATFORM CONTENT AND SERVICES
ON OR THROUGH THE PLATFORM, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY
PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR
PRODUCTS AVAILABLE ON THE PLATFORM MAY BE OUT OF DATE, AND WE MAKE NO
COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.

THE USE OF THE PLATFORM, THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION
OF ANY PRODUCTS OR PLATFORM CONTENT THROUGH THE PLATFORM IS DONE AT YOUR OWN
DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH
ACTIVITIES.

Through your use of the Platform, you may have the
opportunities to engage in commercial transactions with other users and
vendors. You acknowledge that all transactions relating to any products or
services provided by YOUR OR any third party, including, but not limited to the
purchase terms, payment terms, warranties, guarantees relating to such
transactions, are solely between the seller OR PURCHASER of such merchandise OR
SERVICE and you.

WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY,
OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH
TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS
PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE
PLATFORM FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY
US OR THE BACKBONE TEAM.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR
DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY
TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD
PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT
LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR
FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT
SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY
TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION

22.  Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising
out of these Terms of Service and your use of the Platform or the Services
shall be limited to the amount you paid us for Services purchased on the
Platform during the three (3) month period before the act giving rise to the
liability.

IN NO EVENT SHALL BACKBONE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL,
PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY
DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM
MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY,
ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR OF ANY WEBSITE
REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR
THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR SERVICES OR CONTENT OR FOR
ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH
THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

You agree to defend, indemnify, and hold harmless BackBone
and the BackBone Team against all demands, claims, actions, proceedings,
damages, liabilities, losses, fees, costs or expenses (including without
limitation reasonable attorneys’ fees and the costs of any investigation)
directly or indirectly arising from or in any way connected with your use of
the Platform or Services (“Claims”), including, but not limited to: (a) our use
of or reliance on information or data supplied or to be supplied by you, your employees,
agents, or Clients; (b) any breach of or default under these Terms of Service
by you, your employees, agents, or Clients; (c) the wrongful use or possession
of any BackBone property by you, your employees, agents, or Clients; (d) any
negligence, gross negligence or willful misconduct by you or your employees,
agents, or Clients; (e) misrepresentations by you, your employees, agents, or
Clients (f) violation(s) of applicable law by you, your employees, agents, or
Clients, (g) your actions and the actions of your employees, agents, or
Clients; (h) the acts or omissions of you, your employees, agents, or Clients
in connection with providing notice and obtaining consents regarding the
origination or content of the SMS or MMS messages, email or other communications
using the Services, (i) Taxes and other Fees and/or (j) any disputes between
(1) you and other users, (2) you and your Client(s), and/or (3) your Clients.

If any of the Services or Platform are, or in our opinion are likely to be,
claimed to violate any third-party intellectual property right, at our option
we may: (a) obtain the right for you to continue to use the Services and
Platform as contemplated by these Terms of Service; (b) modify or replace the
Services or Platform, in whole or in part, to seek to make the Services or
Platform non-infringing; or (c) require you to immediately cease any use of the
Services and Platform, including but not limited to the BackBone platform.

23.  Limitation On Time To File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE
TERMS OF SERVICE, THE PRIVACY NOTICE, OR THE PLATFORM MUST BE COMMENCED WITHIN
THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED,
REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH
CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

24.  Injunctive Relief

You agree that a breach of these Terms of Service will cause irreparable injury
to BackBone for which monetary damages would not be an adequate remedy and BackBone
shall be entitled to seek equitable relief, in addition to any remedies it may
have hereunder or at law, without having to post a bond or other security.

25.  Waiver of Severability

No waiver by BackBone of a term or condition set forth in these Terms of
Service shall be deemed a continuing waiver of such term or condition or a
waiver of any other term or condition. Any failure of BackBone to assert a
right or provision under these Terms of Service shall not constitute a waiver
of such right or provision.

If any provision of these Terms of Service is held
by a court or other tribunal of competent jurisdiction to be invalid, illegal
or unenforceable for any reason, such provision shall be eliminated or limited
to the minimum extent such that the remaining provisions of the Terms of
Service will continue in full force and effect.

26.  Entire Agreement

Except as noted below, these Terms of Service and our Privacy Notice constitute
the sole and entire agreement between you and BackBone with respect to the
Platform and supersede all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect
to the Platform. These Terms of Service may not be altered, supplemented, or
amended by the use of any other document(s).

BackBone may enter into a separate agreement with
you. The terms of any separate agreement between you and BackBone will be
considered a part of your entire agreement with BackBone. To the extent there
is a conflict between these Terms of Service and the terms of your separate
agreement with BackBone, your separate agreement with BackBone will control.

27.  Term and Termination

These Terms of Service will remain in full force and effect while you use the
Platform or subscribe to any Services. Even after you are no longer a user of
the Platform, those provisions of these Terms of Service that by their nature
are intended to survive will remain binding on you, including but not limited
to Sections 3, 7, 11, 14, 17, and 21 to 31 and the Privacy Notice.

a. Grounds for Termination. You agree that BackBone,
in its sole discretion, may suspend or terminate your access to the Platform
(or any part thereof) for any reason, with or without notice, and without any
liability to you or to any third party for any claims, damages, costs or losses
resulting therefrom. Any suspected fraudulent, abusive or illegal activity may
be grounds for barring your access to this Platform, and reporting you to the
proper authorities, if necessary.

b. No Right to Services Upon Termination. Upon termination and regardless of
the reason(s) motivating such termination, your right to use the Services
available on this Platform will immediately cease. We shall not be liable to
you or any third party for any claims for damages arising out of any
termination or suspension or any other actions taken by us in connection
therewith.

c. How to Terminate or Make Adjustments. If you, for any reason, would like to
terminate your access to the Platform or make adjustments, BackBone requires
written notice at least 30 days before your next billing date.

e. No Termination by Third Party Users. BackBone
has limited access to subscriptions not directly purchased from us. Any user
who has been given access to the Platform by any party other than BackBone,
must contact the party who originally provided access to the Platform for any
inquiries related to termination.

28.  Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO
AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL
ARBITRATION.

The laws of the State of Utah will govern these
Terms of Service and any disputes under them, without giving effect to any
principles of conflicts of laws.

Any controversy or claim arising out of or relating
to these Terms of Service shall be exclusively settled by arbitration
administered by the American Arbitration Association in accordance with
Commercial Arbitration Rules, then in effect. This arbitration provision is
governed by the Federal Arbitration Act. The arbitration proceedings shall be
held in Salt Lake City, Utah. Any arbitration award may be entered in a court of
competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be
arbitrated or litigated on an individual basis and not on a class basis. Claims
of more than one customer or user cannot be arbitrated or litigated jointly or
consolidated with those of any other customer or user.

29.  No Bug Bounties

BackBone does not have a bug bounty program and does not pay bug bounties. BackBone
prohibits any third party access to the Platform or any BackBone systems or
networks, including any network penetration testing, security assessment or
probing, except as expressly permitted by this Agreement or as agreed to by BackBone
in a separate agreement.

30.  Miscellaneous

a. Your Privacy Obligations. When you provide access to the Platform to any
other parties, i.e. your Client(s), you must implement and enforce your own
privacy notice, providing the level of protection at least equal to that
provided to you by BackBone. You must obtain consent from your Client(s),
affirmatively acknowledging that your Client(s) agree(s) to be bound by your
privacy notice.

b. International Use. Although the Platform may be
accessible worldwide, we make no representation that materials on the Platform
are appropriate or available for use in locations outside the United States.
Those who choose to access the Platform from other locations do so on their own
initiative and at their own risk. If you choose to access the Platform from
outside the United States, you are responsible for compliance with local laws
in your jurisdiction, including but not limited to, the taxation of products
purchased over the Internet. Any offer for any product, Services, and/or
information made in connection with the Platform is void where prohibited.

c. Force Majeure. In addition to any excuse
provided by applicable law, we shall be excused from liability for non-delivery
or delay in delivery of products and/or Services available through the Platform
arising from any event beyond our reasonable control, whether or not
foreseeable by either party, including but not limited to: labor disturbance,
war, fire, accident, adverse weather, inability to secure transportation,
governmental act or regulation, and other causes or events beyond our
reasonable control, whether or not similar to those which are enumerated above.

d. How to send Notices to BackBone. All notices to
a party shall be in writing and shall be made via email. Notices to BackBone
must be sent to the attention of Customer Service at [email protected].
You agree to allow us to submit notices to you either through the email address
you provided when registering, or to any address we have on record. Notices are
effective on receipt.

31.  Communications and Contract Information

BackBone may contact you regarding these Terms of Use or the Privacy Notice
using any Information you provide, or by any other means if you do not provide
contact Information. If you no longer wish to receive communications from BackBone,
you can click on the “unsubscribe link” provided in such communications or
contact us at [email protected]

When you enroll in the Service, you must designate a primary email address that
will be used for receiving electronic communication related to these Terms of
Use and the Service. BackBone will never send you an email requesting
confidential information such as account numbers, usernames, or passwords, and you
should never respond to any email requesting such information. If you receive
such an email purportedly from BackBone, do not respond to the email and notify
BackBone by emailing us at [email protected]

These terms of service (“Terms of Service”) are entered into between you and Evolve Sales & Marketing LLC, DBA BackBone Media Solutions, "BackBone" ("BackBone", “we,” or “us”). The Terms of Service govern your access to and use of the BackBone website at www.backbonelms.io, including any content, functionality, communication channels, software, and Services offered on or through it (the “Platform”).

For all other feedback, comments, requests for technical support, and other communications relating to the Platform, these Terms of Service, and the Privacy Notice, please contact us at [email protected] or by mail at:

BackBone Media Solutions
ATTN: Legal Department
114 South 1410 East
Lindon, Utah 84042

EFFECTIVE DATE: December 28, 2022