Terms and Conditions

Keep the Paycheck, Lose the Work™
KPLWmethod.com
Modified Date: August 12, 2026

This KPLW Platform End User License and Subscription Agreement, including the applicable Order Form, checkout confirmation, Data Processing and Security Addendum, Privacy Policy, Acceptable Use Policy, and any other document expressly incorporated by reference (collectively, the “Agreement”), is entered into by and between Smart Publishing Company, doing business as Keep the Paycheck, Lose the Work™ and/or KPLW (“KPLW,” “we,” “us,” or “our”), and the business entity or individual accepting this Agreement (“Subscriber,” “you,” or “your”).

1. Acceptance; Click-Through Agreement; Authority

1.1 Acceptance. By clicking an unchecked box or button stating “I Agree,” “Accept,” “Subscribe,” or similar language; creating an account; paying an invoice; submitting an Order Form; or otherwise accessing or using the Platform, Subscriber accepts this Agreement in full, without modification, effective immediately.

Subscriber acknowledges that KPLW may maintain electronic records of Subscriber’s assent, including the Agreement version, date and time, account name, user name, Order Form or checkout details, IP address, and technical records reasonably associated with acceptance. Those records are conclusive and admissible evidence of acceptance to the fullest extent permitted by law, and Subscriber waives any objection to the validity or authenticity of such records based solely on their electronic form.

1.2 Authority. The individual accepting this Agreement represents and warrants that they are at least eighteen (18) years old and have full authority to bind Subscriber. If the individual does not have authority to bind the entity identified as Subscriber, that individual personally accepts this Agreement and is personally liable for all obligations of Subscriber until authority is documented to KPLW’s reasonable satisfaction.

1.3 Business Use Only. The Platform is offered solely for business and professional use. Subscriber represents that it is not acquiring the Platform primarily for personal, family, or household purposes, and Subscriber waives any consumer-protection statute, regulation, or “cooling off”/negative-option right that applies only to personal, family, or household transactions, to the extent permitted by law.

1.4 Effective Date. The “Effective Date” is the earliest date on which Subscriber accepts this Agreement, submits an Order Form, completes checkout, or first accesses the Platform.

2. Definitions

2.1 “Authorized User” — An employee, contractor, agent, or other individual whom Subscriber authorizes to use the Platform under Subscriber’s account, subject to any user, seat, or role limits in the applicable Order Form. Subscriber is fully responsible for the acts and omissions of every Authorized User as if they were Subscriber’s own.

2.2 “Client” — Any consumer, prospect, customer, policyholder, investor, household, or other person or entity for whom Subscriber uses the Platform, prepares Output, collects information, or provides services.

2.3 “Client Data” — Information, assumptions, estimates, documents, notes, leads, contact records, and other data submitted to, entered into, uploaded to, processed by, or generated through the Platform (including the Subscriber Site and CRM Sub-Account) by or for Subscriber or a Client. Client Data may include financial-planning inputs such as income, retirement date, Social Security estimates, pension information, retirement-account balances, household information, and healthcare assumptions, as well as lead and contact records generated via the Subscriber Site.

2.4 “Confidential Information” — Nonpublic business, technical, financial, customer, security, pricing, product, marketing, operational, or proprietary information disclosed by one Party to the other. KPLW Confidential Information includes the Platform, the Subscriber Site template and structure, the CRM Sub-Account configuration, KPLW Method, KPLW Materials, nonpublic Output templates, documentation, workflows, calculations, scripts, prompts, pricing, product plans, and security information.

2.5 “Documentation” — KPLW’s then-current user guides, technical documentation, policies, and instructions made available to Subscriber for the Platform.

2.6 “KPLW Materials” — All materials provided, displayed, generated, licensed, or otherwise made available by or through KPLW or the Platform, including software screens, report templates, books, e-books, PDFs, video scripts, landing-page copy, website templates, CRM automations and workflows, marketing assets, formulas, methodologies, training materials, documentation, presentations, prompts, and other written, visual, audio, digital, or electronic content.

2.7 “KPLW Method” — KPLW’s proprietary retirement-income planning framework, including the process of identifying a client’s net paycheck, expected retirement-income sources, retirement-income gap, income-replacement need, and related concepts, illustrations, reports, workflows, analytical steps, and presentation methods.

2.8 “Order Form” — An order form, checkout page, subscription record, enrollment form, invoice, pricing schedule, or other ordering document accepted by KPLW that identifies applicable fees, term, users, modules, features, and commercial terms.

2.9 “Output” — Reports, calculations, summaries, illustrations, analyses, charts, presentations, or other materials generated by or through the Platform using Subscriber inputs, Client Data, assumptions, or KPLW Materials.

2.10 “Platform” — KPLW’s proprietary software, dashboards, calculators, algorithms, workflows, reporting tools, client-facing reports, administrative tools, content, training, documentation, support resources, and related services made available by KPLW, including without limitation (a) the software accessible at app.kplwmethod.com and any successor URL, (b) the Subscriber Site, and (c) the CRM Sub-Account.

2.11 “Subscriber Site” — The WordPress-based website provisioned to Subscriber, built on KPLW-owned templates, themes, plugins, and structure, and populated with content customized based on Subscriber’s inputs, which Subscriber is licensed to use during the Subscription Term to generate and capture leads.

2.12 “CRM Sub-Account” — The individual user account and sub-account instance within KPLW’s GoHighLevel (or successor CRM/marketing-automation) environment provisioned to Subscriber to manage leads generated from the Subscriber Site, including any pipelines, automations, funnels, email/SMS templates, and workflow configurations KPLW builds or makes available within that instance.

2.13 “Subscription Fee” — All subscription, implementation, onboarding, training, support, seat-based, report-based, usage-based, overage, professional-service, and other fees payable under an Order Form or checkout flow.

3. Order of Precedence

If documents in the Agreement conflict, the following order controls, but only to the extent of the conflict:

1. A mutually signed amendment that expressly overrides this Agreement;
2. The applicable Order Form, but only for commercial terms expressly addressed there;
3. The Data Processing and Security Addendum, but only for privacy and security matters addressed there;
4. This Agreement;
5. The Privacy Policy, Acceptable Use Policy, brand guidelines, and other incorporated policies.

No purchase order, vendor portal term, or other Subscriber document modifies this Agreement unless KPLW expressly agrees in a writing signed by an authorized KPLW officer.

4. License Grant

Subject to timely payment of Subscription Fees and continuing compliance with this Agreement, KPLW grants Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit Authorized Users to access and use the Platform (including the Subscriber Site and CRM Sub-Account) solely for Subscriber’s internal business purposes and for preparing KPLW-approved retirement-income analyses, reports, and review materials for Subscriber’s Clients and prospective Clients.

The license is limited to the applicable user, seat, feature, usage, and other restrictions in the Order Form and Documentation. KPLW may modify, throttle, or reduce non-material features of the license at its discretion upon notice as described in Section 19. No rights are granted except those expressly stated in this Agreement, and all rights not expressly granted are reserved by KPLW.

5. Permitted Use of Output

5.1 Permitted Use. Subscriber may provide Client-specific Output to the applicable Client or prospective Client for bona fide retirement-income education, planning discussions, and client-review meetings, provided Subscriber does not remove or alter KPLW proprietary notices, disclaimers, disclosures, assumptions, or branding.

5.2 Required Independent Review. Before presenting or delivering Output, Subscriber must independently review it for accuracy, completeness, currency, appropriate assumptions, required disclosures, and legal/regulatory appropriateness. Subscriber must verify all third-party data, product details, carrier information, rates, benefits, tax information, and illustrations using authoritative sources before relying on or presenting them. Subscriber’s failure to conduct this review does not create liability for KPLW.

5.3 Prohibited Uses. Subscriber will not:

• use generic Output, report templates, platform screens, calculations, workflows, or KPLW Materials as standalone marketing assets unless KPLW expressly approves that use in writing;
• publish, resell, sublicense, white-label, commercialize, or distribute KPLW Materials or Output except as expressly permitted;
• alter Output in a manner that changes methodology, calculations, assumptions, limitations, disclosures, disclaimers, or proprietary notices;
• present Output as a guarantee of income, investment performance, tax treatment, Social Security benefits, healthcare costs, product availability, carrier performance, or retirement success;
• use Output as a substitute for required carrier illustrations, insurer disclosures, product prospectuses, advisory agreements, legal documents, tax advice, or required regulatory disclosures; or
• represent that KPLW approved, recommended, endorsed, or determined the suitability, best interest, or appropriateness of a specific product, strategy, transaction, or client decision.

6. Ownership; Intellectual Property

KPLW and its licensors retain all right, title, and interest in the Platform, the Subscriber Site (including its template, theme, plugins, code, and structure), the CRM Sub-Account (including its automations, workflows, pipelines, and templates), the KPLW Method, KPLW Materials, Output templates, software, algorithms, formulas, calculations, workflows, interfaces, designs, reports, documentation, marks, know-how, trade secrets, enhancements, and all related intellectual-property rights.

Customization is not ownership. The fact that the Subscriber Site or CRM Sub-Account is customized with Subscriber’s name, branding elements, contact information, photo, or Client-specific inputs does not transfer any ownership interest to Subscriber. Subscriber’s license to the customized Subscriber Site and CRM Sub-Account terminates automatically upon expiration, cancellation, or termination of this Agreement or the applicable Order Form, at which point KPLW may deactivate, delete, repurpose, or reclaim the underlying template, domain/subdomain, hosting, and CRM sub-account without obligation to transfer, export, or preserve the website or CRM structure itself (as distinct from Client Data, which is addressed in Section 10 and Section 22).

Subscriber retains all rights in Subscriber’s preexisting materials and Client Data, subject to the licenses granted in this Agreement. No ownership right in KPLW intellectual property transfers to Subscriber under any circumstance, including by course of dealing, customization, or payment of fees.

7. Restrictions on Use

Subscriber will not, and will not permit or assist any third party to:

• copy, reproduce, modify, translate, adapt, distribute, display, sell, lease, sublicense, assign, transfer, white-label, or commercially exploit the Platform, Subscriber Site, CRM Sub-Account, KPLW Method, KPLW Materials, or Output except as expressly authorized;
• reverse engineer, decompile, disassemble, decode, scrape, crawl, frame, mirror, data-mine, extract, or attempt to discover the source code, structure, algorithms, calculations, workflows, business logic, user interface, CRM automations, website template, or methodology of the Platform;
• export, migrate, or recreate the Subscriber Site template, theme, or CRM Sub-Account automations/workflows outside the Platform, whether manually or using export/screen-capture/scraping tools;
• use KPLW Confidential Information, KPLW Materials, Output templates, or nonpublic Platform knowledge to create or assist a competing or substantially derived product, service, calculator, report engine, software tool, training program, website template, CRM workflow, or methodology;
• train, tune, benchmark, test, improve, or commercialize any artificial-intelligence or machine-learning system using KPLW Materials, nonpublic Output, software screens, workflows, calculations, prompts, or Confidential Information without KPLW’s prior written approval;
• upload or provide KPLW Materials or Confidential Information to a public or third-party AI system, chatbot, code-development environment, database, or online service without KPLW’s prior written approval;
• remove, obscure, or misrepresent copyright, trademark, confidentiality, disclaimer, disclosure, or proprietary notices;
• share credentials, use shared accounts, bypass access controls, or permit access by unauthorized persons;
• interfere with, disrupt, overload, damage, or impair the Platform or KPLW systems; or
• use the Platform, Subscriber Site, or CRM Sub-Account for unlawful, misleading, abusive, fraudulent, deceptive, discriminatory, or unauthorized purposes, including unlawful telemarketing, texting, or emailing.

Nothing in this Agreement prohibits Subscriber from independently developing, licensing, acquiring, or using unrelated tools or services, provided Subscriber does not use or rely on KPLW Confidential Information, KPLW Materials, the KPLW Method, the Subscriber Site or CRM Sub-Account structure, or copied/derived Platform elements in doing so.

8. Trademarks and Brand Use

KPLW owns the names, marks, logos, slogans, trade dress, and brand elements associated with Keep the Paycheck, Lose the Work™, KPLW, and related marks. Subscriber may use KPLW marks only as expressly authorized in writing and in accordance with KPLW’s then-current brand guidelines.

Subscriber will not register or use a confusingly similar domain name, business name, social-media handle, advertising account, keyword campaign, logo, or other identifier without KPLW’s prior written consent. All goodwill from authorized use of KPLW marks inures solely to KPLW.

8A. Non-Solicitation; Non-Circumvention. During the Subscription Term and for twelve (12) months after its expiration or termination, Subscriber will not, directly or indirectly: (a) solicit for hire, hire, or engage as a contractor any KPLW employee or contractor who was involved in providing the Platform, Method, Subscriber Site, or CRM Sub-Account to Subscriber; (b) attempt to obtain the KPLW Method, KPLW Materials, or a substantially similar website/CRM build-out by contracting directly with KPLW’s developers, designers, hosting providers, or CRM platform vendors in a manner intended to bypass KPLW; or (c) induce or attempt to induce another KPLW subscriber, licensor, or vendor to terminate or diminish its relationship with KPLW. This provision does not restrict general solicitations not targeted at KPLW personnel, or an Authorized User’s ordinary-course job search.

8B. Non-Disparagement. Subscriber will not make, publish, or authorize any false, misleading, or disparaging statement about KPLW, the KPLW Method, or the Platform to any Client, prospective Client, regulator, media outlet, or the public. This Section does not limit truthful statements required by law or regulation, good-faith regulatory complaints, or truthful public reviews of Subscriber’s own experience.

9. Marketing and Advertising Compliance

Subscriber may use only KPLW-approved marketing materials, scripts, landing pages, book offers, videos, emails, text messages, seminar materials, social-media content, and other consumer-facing materials, and only in the approved form.

Subscriber is solely responsible for obtaining all required firm, broker-dealer, registered-investment-adviser, insurance agency, carrier, IMO/FMO, supervisory, legal, and regulatory approvals before using any material. Subscriber is solely responsible for compliance with all advertising, solicitation, telemarketing, email, text-message (including TCPA, CTIA, and A2P 10DLC registration and messaging requirements), privacy, lead-generation, recordkeeping, disclosure, consumer-protection, insurance, securities, and other laws applicable to Subscriber’s use of the Subscriber Site and CRM Sub-Account.

KPLW’s provision, approval, or availability of a marketing item, website template, or CRM automation does not constitute legal, regulatory, supervisory, broker-dealer, RIA, carrier, or compliance approval for Subscriber’s particular use. Subscriber is solely responsible for obtaining its own A2P 10DLC brand/campaign registration and consumer consent records where Subscriber’s own sending identity is used.

10. Client Data; Privacy

10.1 Subscriber Rights and Responsibilities. As between the Parties, Subscriber retains ownership of Client Data, including leads and contacts generated through the Subscriber Site. Subscriber represents and warrants that it has all rights, notices, consents, permissions, and legal bases needed to collect, use, disclose, upload, and process Client Data through the Platform, Subscriber Site, and CRM Sub-Account, including any consent required to call, text, or email a lead or Client.

Subscriber is responsible for the accuracy, completeness, legality, quality, and appropriateness of Client Data and assumptions entered into the Platform. Ownership of Client Data does not include, and Subscriber acquires no rights in, the underlying Subscriber Site template, CRM Sub-Account structure, automations, or workflows used to generate or manage that Client Data, which remain KPLW’s Confidential Information and IP under Section 6.

10.2 KPLW Processing Rights. Subscriber grants KPLW a non-exclusive right to process, host, store, transmit, display, reproduce, and otherwise use Client Data solely as necessary to provide, secure, support, administer, improve, and enforce the Platform and this Agreement, and as otherwise described in the Data Processing and Security Addendum and Privacy Policy.

10.3 Prohibited Data. Unless KPLW expressly enables and authorizes a specific feature in writing, Subscriber must not upload or enter full Social Security numbers, bank-account numbers, payment-card numbers, account login credentials, passwords, tax returns, medical records, medical diagnoses, health-insurance claims, government identification numbers, or other highly sensitive personal information not reasonably necessary for the permitted use of the Platform.

10.4 De-Identified and Aggregated Data. KPLW may create and use aggregated, de-identified, statistical, diagnostic, performance, operational, and benchmark data derived from Platform, Subscriber Site, and CRM Sub-Account activity, provided it does not identify Subscriber or a Client by name or unique identifier. KPLW owns that de-identified data and may use it for any lawful business purpose, including Platform improvement, security, analytics, research, benchmarking across subscribers, and product development, including to develop or improve KPLW’s own artificial-intelligence, automation, or reporting features.

KPLW will not sell identifiable Client Data to unaffiliated third parties for their own independent marketing purposes, and will not make identifiable Client Data available to another KPLW customer, except as expressly authorized in writing by Subscriber or required by law.

11. Data Security; Data Processing and Security Addendum

KPLW will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data in its possession or control. The Data Processing and Security Addendum attached as Exhibit A states additional privacy and security terms.

Subscriber will maintain commercially reasonable safeguards for its credentials, devices, systems, files, networks, and communications, including unique credentials for each Authorized User, reasonable password practices, multi-factor authentication where available, prompt removal of access for departed personnel, and timely reporting of suspected compromise.

No system is completely secure. Except as expressly stated in this Agreement, KPLW does not guarantee that unauthorized parties will never defeat security measures, and Subscriber assumes the risk of loss arising from Subscriber’s own failure to implement reasonable safeguards.

12. Security Incidents

Subscriber must notify KPLW without undue delay, and no later than twenty-four (24) hours after discovery, of any actual or suspected unauthorized Platform, Subscriber Site, or CRM Sub-Account access, credential compromise, unauthorized disclosure of KPLW Materials, or security incident involving Client Data through Subscriber’s systems.

If KPLW confirms a Security Incident involving Client Data in KPLW’s possession or control, KPLW will notify Subscriber without undue delay after confirming the incident, subject to applicable law and the need to preserve evidence and contain the incident. The Parties will reasonably cooperate in investigation, mitigation, documentation, and response, with Subscriber bearing its own costs of cooperation.

Each Party is responsible for notices, remediation, and related obligations to the extent caused by its own systems, personnel, acts, omissions, or breach of this Agreement, except as otherwise required by applicable law.

13. Compliance; Subscriber Responsibility

Subscriber is solely responsible for maintaining all licenses, appointments, registrations, firm approvals, supervisory approvals, carrier approvals, and qualifications required for its business activities.

Subscriber is solely responsible for all client-facing advice, recommendations, representations, disclosures, product discussions, planning conclusions, suitability or best-interest determinations, rollover or replacement discussions, sales practices, texting/calling/emailing practices, and compliance obligations. This includes determining whether use of the Platform, Subscriber Site, CRM Sub-Account, or Output is lawful in each jurisdiction and whether a communication is a recommendation, solicitation, advertisement, investment advice, insurance advice, financial planning, fiduciary advice, tax advice, or legal advice.

13A. Insurance and Licensing Certification. Subscriber represents that it holds, and will maintain throughout the Subscription Term, all professional licenses, registrations, and appointments required to conduct its business, and commercially reasonable errors-and-omissions or professional liability insurance appropriate to that business. Upon KPLW’s written request (no more than once per twelve-month period absent a compliance concern), Subscriber will provide reasonable evidence of current licensing and insurance coverage.

14. No Advice; No Fiduciary Relationship

KPLW is not acting as an insurance carrier, insurance producer, broker-dealer, registered investment adviser, investment adviser representative, tax adviser, legal adviser, fiduciary, plan fiduciary, trustee, custodian, administrator, or financial planner by providing the Platform, Subscriber Site, CRM Sub-Account, KPLW Materials, Output, support, training, or access.

The Platform and Output are provided for educational, informational, analytical, and planning-illustration purposes only. KPLW does not recommend, endorse, approve, or determine the suitability, best interest, appropriateness, legality, tax treatment, or advisability of any product, carrier, investment, rollover, transfer, replacement, strategy, or transaction.

14A. No Earnings, Income, or Business-Results Guarantee. Subscriber acknowledges that KPLW makes no representation, warranty, or guarantee regarding the number of leads, clients, sales, appointments, income, revenue, or any other business result Subscriber will achieve through use of the Platform, Subscriber Site, CRM Sub-Account, KPLW Method, or KPLW Materials. Any results referenced in KPLW’s marketing, training, testimonials, or webinars are illustrative only, are not typical, and depend on factors outside KPLW’s control, including Subscriber’s licensing, market, effort, skill, compliance posture, and local competition. Subscriber is not relying, and has not relied, on any income or earnings representation in deciding to subscribe.

15. Product and Third-Party Information

The Platform may permit entry of or reference information about products, carriers, investments, Social Security benefits, healthcare costs, taxes, inflation, interest rates, assumed returns, ratings, or features. Such information may change, be incomplete, depend on third-party sources, or not apply to a particular Client.

Subscriber must verify all such information before presenting it to a Client or relying on it for a recommendation, sale, transaction, or advice. Official carrier illustrations, insurer contracts, prospectuses, policy forms, disclosure documents, legal documents, tax guidance, and regulatory materials control over inconsistent Output.

16. Account Administration

Subscriber will provide accurate and current account, billing, business, licensing, and contact information and promptly update material changes. Subscriber is responsible for all use of the Platform, Subscriber Site, and CRM Sub-Account through its accounts and by its Authorized Users, whether or not authorized by Subscriber.

KPLW may require identity, business, licensing, or authorization verification before granting or continuing access, and may deny or delay access pending verification without liability.

17. Fees; Billing; Taxes

Subscriber will pay the Subscription Fees stated in the applicable Order Form or checkout flow. Unless otherwise stated there:

• fees are billed in advance at the disclosed billing frequency;
• fees are non-refundable except as expressly stated in this Agreement or the applicable Order Form;
• Subscriber authorizes KPLW and its payment processors to charge the payment method on file for due amounts, recurring charges, overage charges, and reasonable failed-payment/retry fees;
• Subscriber is responsible for applicable sales, use, value-added, withholding, transaction, and similar taxes, excluding taxes based on KPLW’s net income; and
• KPLW may suspend access for overdue undisputed amounts, and may do so immediately upon a failed payment without further notice beyond the payment failure notification generated by the billing system.

Subscriber must submit a billing dispute in writing within thirty (30) days after the disputed invoice or charge, with reasonable detail, or the charge is deemed accepted. Undisputed amounts remain due regardless of any pending dispute on other amounts.

KPLW may recover reasonable collection costs, chargeback fees, and attorneys’ fees incurred in collecting overdue amounts to the extent permitted by law.

17A. Fee Changes. KPLW may increase Subscription Fees effective upon any renewal term by providing at least thirty (30) days’ notice before the renewal date. KPLW may also implement usage-based or seat-based overage charges consistent with the Order Form without additional consent. Continued use of the Platform after a fee change takes effect constitutes acceptance of the new fees.

18. Term; Renewal; Cancellation

The initial subscription term is stated in the applicable Order Form. If no term is stated, the term is monthly. Unless the Order Form states otherwise, the subscription automatically renews for successive periods equal to the expiring term unless a Party gives notice of non-renewal as follows:

• Subscriber non-renewal notice: at least thirty (30) days before the end of a monthly term, or sixty (60) days before the end of an annual or longer term;
• KPLW non-renewal notice: at least ten (10) days before the end of a monthly term, or thirty (30) days before the end of an annual or longer term.

KPLW will make the cancellation method reasonably available through the account portal, email, or the method identified in the checkout flow or Order Form. Cancellation stops future renewals but does not create a refund for fees already paid, unless expressly stated in the Order Form or required by law.

KPLW will provide notice of material renewal price changes as described in Section 17A. Changes apply at renewal unless the Order Form expressly provides otherwise.

19. Changes to the Platform and Policies

KPLW may update, enhance, replace, suspend, or discontinue Platform, Subscriber Site, or CRM Sub-Account features, content, interfaces, integrations, workflows, or support offerings at its discretion. KPLW will use reasonable efforts not to eliminate the core paid functionality of an active prepaid subscription term without providing a reasonably comparable substitute, except where a reduction is reasonably necessary for security, legal compliance, third-party service changes (including changes by WordPress, GoHighLevel, or hosting/CRM vendors), or protection of the Platform or users — in which case no fee adjustment or compensation is owed to Subscriber solely on account of the change.

KPLW may update reasonable acceptable-use, security, technical, brand, and documentation policies. KPLW will provide notice of material policy changes when reasonably practicable. Continued use after the effective date of a properly noticed policy change constitutes acceptance.

20. Suspension

KPLW may immediately suspend or restrict all or part of Subscriber’s access, including the Subscriber Site and CRM Sub-Account, if reasonably necessary to address: (a) a security threat; (b) nonpayment or a failed payment; (c) credible unlawful, fraudulent, or deceptive conduct; (d) intellectual-property misuse; (e) unauthorized access; (f) material violation of this Agreement; or (g) a legal, regulatory, carrier, or third-party requirement.

Where practicable and not inconsistent with KPLW’s need to act promptly to protect the Platform, other subscribers, or KPLW’s legal position, KPLW will provide notice and a general explanation of the basis for suspension. Suspension does not waive Subscriber’s payment obligations for the committed subscription term, except to the extent suspension resulted solely from KPLW’s uncured material breach.

21. Termination

Either Party may terminate this Agreement or an Order Form for a material breach not cured within thirty (30) days after written notice from Subscriber to KPLW, or within fifteen (15) days after written notice from KPLW to Subscriber. KPLW may terminate immediately for nonpayment, unauthorized access, material IP misuse, unlawful conduct, fraud, a material security incident caused by Subscriber, or a breach that cannot reasonably be cured.

KPLW may terminate for convenience on thirty (30) days’ written notice. If KPLW terminates for convenience before a prepaid subscription term ends, KPLW will, at its election, either refund the pro rata prepaid, unused Subscription Fees for the terminated portion or issue an account credit of equivalent value redeemable against future KPLW products or services, except where termination is based on Subscriber’s breach, unlawful conduct, or risk described in Section 20, in which case no refund or credit is owed.

22. Effect of Termination; Data Export and Deletion

On expiration or termination:

• Subscriber’s right to access and use the Platform, Subscriber Site, and CRM Sub-Account ends immediately;
• Subscriber must stop using KPLW Materials, KPLW marks, approved marketing materials, templates, scripts, and new Output;
• Subscriber must pay accrued, undisputed amounts due;
• KPLW may immediately disable accounts, credentials, integrations, the Subscriber Site, the CRM Sub-Account, and access, and may reclaim, repurpose, or delete the Subscriber Site and CRM Sub-Account structure (as distinct from Client Data) without further notice; and
• Sections that by their nature should survive will survive.

For thirty (30) days after termination, Subscriber may request export of available Client Data using KPLW’s standard export capability, if any, provided all amounts due are paid and KPLW has not terminated access for security, fraud, or unlawful conduct. Upon written request made during that period, KPLW will provide a commercially reasonable export of then-available Client Data in a commonly used format, subject to KPLW’s standard fees for any manual work required. KPLW has no obligation to export, migrate, or recreate the Subscriber Site or CRM Sub-Account structure, automations, or templates, which are not Client Data.

After the export period, KPLW may delete Client Data from active systems within a commercially reasonable period not to exceed one hundred twenty (120) days, except for data retained in secure backups, legal holds, audit records, records required by law, and data permitted under Section 10.4. A delay in deletion beyond this period due to technical, legal-hold, or security-investigation constraints is not a breach of this Agreement.

Subscriber may retain unmodified copies of Client-specific Output previously delivered during the Subscription Term solely for recordkeeping, supervision, audit, regulatory examination, legal defense, dispute resolution, or response to a Client’s request concerning historical work. Subscriber may not use that retained Output, or any retained copy of the Subscriber Site or CRM Sub-Account content, for new marketing, new client acquisition, or new reports after termination.

23. Confidentiality

Each receiving Party will protect the disclosing Party’s Confidential Information with at least reasonable care and will use it only to perform under this Agreement. The receiving Party may disclose Confidential Information to personnel, contractors, professional advisers, and service providers who need to know it, are bound by appropriate confidentiality obligations, and are acting for permitted purposes.

Confidential Information excludes information the receiving Party can demonstrate is public through no breach; lawfully known before disclosure; independently developed without using Confidential Information; or lawfully received from a third party without restriction.

A receiving Party may disclose Confidential Information when legally required, provided it gives prompt notice when legally permitted and reasonably cooperates with efforts to protect the disclosure.

Confidentiality obligations with respect to KPLW’s trade secrets (including the KPLW Method, Subscriber Site template architecture, and CRM Sub-Account automations) survive indefinitely; obligations with respect to other Confidential Information survive for five (5) years after termination.

24. Feedback

Subscriber may provide suggestions, ideas, corrections, feature requests, or other feedback. Subscriber grants KPLW a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, disclose, and commercialize that feedback without restriction or compensation, provided KPLW does not identify Subscriber as the source without consent.

25. Compliance Review

KPLW may review Subscriber’s use of the Platform, Subscriber Site, CRM Sub-Account, account activity, marketing materials, and Output reasonably necessary to verify compliance, protect KPLW IP, investigate suspected misuse, respond to regulatory concerns, or protect the Platform.

Except for urgent security, fraud, or IP matters, KPLW will provide reasonable notice, conduct reviews during normal business hours, and limit requests to information reasonably related to the review. KPLW will protect reviewed information as Subscriber Confidential Information where applicable. If a review reveals a material violation of this Agreement, Subscriber will reimburse KPLW’s reasonable costs of conducting that review, in addition to any other remedies available to KPLW.

26. Third-Party Services

The Platform, Subscriber Site, and CRM Sub-Account may depend on or interoperate with third-party hosting providers, payment processors, communications providers, WordPress, GoHighLevel, analytics services, integrations, data sources, or other services. KPLW is not responsible for third-party services, content, failures, outages, changes, or terms, including outages or feature changes originating from WordPress, GoHighLevel, hosting, or carrier/telecom infrastructure. Subscriber’s use of third-party services may be subject to separate terms and fees.

27. Availability; Support

KPLW will use commercially reasonable efforts to provide the Platform but does not guarantee uninterrupted, error-free, secure, or continuous availability. The Platform may be unavailable due to maintenance, security events, outages, third-party failures, internet disruptions, or force majeure events.

Support, onboarding, training, and professional services are provided only to the extent stated in an applicable Order Form or support plan.

28. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, SUBSCRIBER SITE, CRM SUB-ACCOUNT, KPLW METHOD, KPLW MATERIALS, OUTPUT, SUPPORT, TRAINING, DOCUMENTATION, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KPLW DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, ERROR-FREE OPERATION, RESULTS, PERFORMANCE, AND COURSE OF DEALING.

KPLW DOES NOT WARRANT THAT THE PLATFORM, SUBSCRIBER SITE, CRM SUB-ACCOUNT, OR OUTPUT WILL MEET SUBSCRIBER’S REQUIREMENTS, PRODUCE A PARTICULAR RESULT, GENERATE ANY PARTICULAR VOLUME OF LEADS OR CLIENTS, BE UNINTERRUPTED OR ERROR-FREE, BE FREE OF HARMFUL CODE, OR PRODUCE PARTICULAR CLIENT, RETIREMENT, INCOME, PRODUCT, INVESTMENT, TAX, REGULATORY, OR BUSINESS OUTCOMES.

29. Indemnification by Subscriber

Subscriber will indemnify, defend, and hold harmless KPLW, its affiliates, and their officers, directors, employees, contractors, licensors, successors, and assigns from third-party claims, damages, penalties, fines, settlements, costs, and reasonable attorneys’ fees arising from:

(a) Subscriber’s breach of this Agreement;
(b) Subscriber’s Client Data;
(c) Subscriber’s marketing, advice, recommendations, sales practices, products, services, client interactions, or professional conduct;
(d) Subscriber’s violation of law or applicable industry/firm/carrier requirements;
(e) Subscriber’s failure to obtain required consents, approvals, licenses, disclosures, or authorizations;
(f) Subscriber’s unauthorized use, modification, or distribution of KPLW Materials, the Subscriber Site, the CRM Sub-Account, or Output;
(g) a security incident caused by Subscriber’s systems, personnel, or breach; and
(h) any calls, texts, emails, or other communications Subscriber sends or causes to be sent using the Subscriber Site or CRM Sub-Account, including any claim under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, CTIA messaging guidelines, A2P 10DLC registration or campaign-vetting requirements, state telemarketing or do-not-call statutes, or any claim that Subscriber lacked valid consent to contact a lead or Client.

KPLW will promptly notify Subscriber of an indemnified claim, permit Subscriber to control the defense with counsel reasonably acceptable to KPLW, and reasonably cooperate at Subscriber’s expense. Subscriber may not settle a claim in a manner that admits fault by, imposes obligations on, or materially affects KPLW without KPLW’s prior written consent.

30. Limited IP Indemnification by KPLW

KPLW will defend Subscriber against a third-party claim alleging that the Platform, as provided by KPLW and used in accordance with this Agreement, directly infringes a United States copyright, trademark, or patent, and will pay damages finally awarded or settlement amounts approved by KPLW.

KPLW has no obligation for claims arising from Subscriber’s breach, modifications not made by KPLW, combinations with non-KPLW products or data, Client Data, Subscriber marketing or advice, Subscriber’s own texting/calling/emailing practices, post-notice use, third-party services, or allegations not based solely on the Platform as provided.

If KPLW reasonably believes the Platform may be subject to an infringement claim, KPLW may procure use rights, modify or replace the Platform, or terminate the affected subscription and refund the pro rata prepaid unused fees for the affected portion. This Section states Subscriber’s sole and exclusive remedy for IP infringement claims, and KPLW’s maximum aggregate liability under this Section will not exceed the cap stated in Section 31.

31. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KPLW WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF CLIENTS, OR LOSS OF OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KPLW’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE SUBSCRIPTION FEES ACTUALLY PAID BY SUBSCRIBER TO KPLW UNDER THE APPLICABLE ORDER FORM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500).

The foregoing limitations do not limit Subscriber’s payment obligations or Subscriber’s liability for breach of confidentiality, IP misuse, reverse engineering, unauthorized disclosure, indemnification obligations, fraud, gross negligence, or willful misconduct. Nothing in this Agreement excludes liability that cannot lawfully be excluded.

32. Equitable Relief

Subscriber acknowledges that a breach or threatened breach involving KPLW IP, Confidential Information, the Subscriber Site, the CRM Sub-Account, unauthorized access, or security may cause irreparable harm for which money damages may be inadequate. KPLW may seek temporary, preliminary, or permanent injunctive relief and specific performance, in addition to other remedies, without posting bond to the extent permitted by law.

33. Dispute Resolution; Arbitration

Before initiating arbitration, either Party must provide written notice of the dispute and the Parties will attempt in good faith to resolve it for thirty (30) days.

If unresolved, either Party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be before one arbitrator and conducted in Weirton, West Virginia, or remotely if the Parties agree or the arbitrator permits. Judgment may be entered in any court of competent jurisdiction.

Either Party may seek temporary or emergency equitable relief in a court of competent jurisdiction for actual or threatened misuse of intellectual property, Confidential Information, data, systems, or security rights.

To the maximum extent permitted by law, disputes must be brought individually and not as a class, collective, consolidated, representative, or private-attorney-general action. Each Party waives trial by jury to the maximum extent permitted by law.

The prevailing Party in any arbitration or court proceeding to enforce this Agreement is entitled to recover its reasonable attorneys’ fees, arbitrator/administrative fees, and costs from the non-prevailing Party, in addition to any other relief awarded.

33A. Batch/Mass-Filing Procedure. If twenty-five (25) or more similar arbitration demands raising substantially similar claims against KPLW are filed by or on behalf of the same or coordinated counsel or claimants within a ninety (90)-day period (“Mass Filing”), the Parties agree the arbitration provider will administer those demands in coordinated batches of no more than twenty-five (25) claims at a time, resolved sequentially, with administrative and filing fees allocated among batch members as permitted by the arbitration provider’s mass-arbitration rules then in effect. No claim within a Mass Filing will proceed until the arbitration provider confirms compliance with this batch procedure.

34. Governing Law; Venue

This Agreement is governed by West Virginia law, excluding conflict-of-laws rules. Subject to Section 33, the Parties consent to exclusive jurisdiction and venue in the state courts of Hancock County, West Virginia, and federal courts having jurisdiction there.

35. Notices

Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of transmission to the addresses in the Order Form, account portal, or a later designated address. Notices are effective upon delivery, confirmed transmission, or refusal of delivery. Notices to Subscriber may be delivered to the email address or in-Platform notification associated with Subscriber’s account and are effective when sent.

36. Assignment

Subscriber may not assign, transfer, delegate, or sublicense this Agreement without KPLW’s prior written consent, which KPLW may withhold in its sole discretion. KPLW may assign this Agreement, in whole or in part, without Subscriber’s consent, including to an affiliate or in connection with a merger, acquisition, financing, reorganization, sale of assets, or change of control, provided the assignee assumes KPLW’s obligations.

37. Independent Contractors

The Parties are independent contractors. Nothing creates a partnership, joint venture, employment, fiduciary, agency, franchise, broker-dealer, investment-advisory, or insurance-agency relationship. Neither Party may bind the other without express written authority.

38. Force Majeure

KPLW is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, internet, hosting, telecommunications, power, or third-party service failures (including WordPress or GoHighLevel outages), cyberattacks, or pandemics. Subscriber’s payment obligations are not excused by a force majeure event affecting KPLW.

39. Export and Sanctions Compliance

Subscriber will not access, use, export, re-export, transfer, or make available the Platform, Subscriber Site, CRM Sub-Account, Output, or related technology in violation of applicable export-control, sanctions, anti-terrorism, or anti-corruption laws.

40. Entire Agreement; Amendments; Severability; Waiver

This Agreement and the incorporated documents are the entire agreement regarding the Platform and supersede prior discussions and understandings on that subject. Amendments must be in writing and signed by both Parties, except for permitted policy, fee, and renewal-term updates under this Agreement, which KPLW may make unilaterally as described herein.

If a provision is invalid or unenforceable, it will be modified only as necessary to make it enforceable while preserving intent and maximizing protection for KPLW, and the remainder will remain effective. A waiver must be in writing and does not waive future breaches.

41. Electronic Signatures; Counterparts

Electronic signatures, click-through acceptance, online acceptance, and other electronic assent have the same legal effect as handwritten signatures. This Agreement may be executed in counterparts.

42. Survival

Sections that by their nature should survive expiration or termination survive, including payment, ownership, restrictions, non-solicitation, non-disparagement, confidentiality, data rights, disclaimers, indemnification, limitations of liability, dispute resolution, governing law, audit rights, and termination effects.

Exhibit A — Data Processing and Security Addendum

This Data Processing and Security Addendum (“DPA”) is incorporated into the Agreement.

A.1 Roles and Processing. To the extent Client Data is personal information regulated by applicable privacy law, Subscriber acts as the controller/business and KPLW acts as the processor/service provider, except where KPLW independently determines the means and purposes of processing as permitted by law, such as for security, legal compliance, and de-identified analytics under Section 10.4.

KPLW will process Client Data only to provide, secure, support, and improve the Platform; comply with law; enforce the Agreement; and follow Subscriber’s documented lawful instructions as implemented through the Platform.

A.2 Confidentiality and Personnel. KPLW will require personnel authorized to process Client Data to be subject to confidentiality obligations and to access Client Data only as needed for their duties.

A.3 Security Measures. KPLW will maintain a written security program appropriate to the nature of the Platform and Client Data, including commercially reasonable measures for:

• access controls and least-privilege access;
• unique user authentication and MFA for privileged access where reasonably appropriate;
• encryption in transit using current industry-standard transport encryption and encryption at rest where reasonably appropriate;
• logging and monitoring of material production-system access;
• vulnerability management and reasonable patching processes;
• backup and recovery practices appropriate to the service;
• incident-response procedures; and
• reasonable due diligence of material subprocessors that process Client Data.

A.4 Subprocessors. Subscriber authorizes KPLW to use affiliates and third-party subprocessors (including WordPress hosting providers and GoHighLevel) to process Client Data for the permitted purposes, provided KPLW imposes written data-protection obligations materially consistent with this DPA. KPLW will provide a current subprocessors list or a reasonable method to obtain one upon written request.

A.5 Assistance and Data Subject Requests. Taking into account the nature of processing, KPLW will provide reasonable assistance, at Subscriber’s expense where legally permitted, with verified data-subject requests, regulatory inquiries, privacy impact assessments, and security assessments to the extent KPLW can do so using existing functionality or reasonably available information.

A.6 Security Incidents. KPLW will provide the notice and cooperation described in Section 12 of the Agreement. Subscriber is responsible for determining whether a Security Incident triggers notice obligations to Clients, regulators, or other third parties, unless applicable law assigns that responsibility to KPLW.

A.7 Return and Deletion. The return and deletion process in Section 22 governs Client Data, subject to legal retention requirements and secure-backup practices.

A.8 Privacy-Law Addendum. Where a U.S. state privacy law applies and KPLW receives personal information from Subscriber, KPLW will not sell or share that information as those terms are defined by applicable law; will not retain, use, or disclose it outside the business purposes stated in the Agreement except as permitted by law; and will provide the same level of privacy protection required of a service provider or processor under applicable law.