Last Updated: June 3, 2026

These Database Reactivation Terms and Conditions (the “Agreement”) are entered into by and between Mixed Media Ventures, a Nevada limited liability company (“MMV”), and the entity or individual purchasing or utilizing the Services (“Client” or “Reseller”). By engaging MMV for Database Reactivation services, the Client or Reseller agrees to be bound by the following terms.

1. DEFINITIONS

• “Database Reactivation” (DBR): The process of reaching out to a Client’s or Reseller’s existing list of contacts (the “Data”) via SMS, email, or other digital channels to re-engage prospects and generate new sales opportunities.
• “End Client”: The third-party business owner whose data is being processed when a Reseller utilizes MMV services.
• “Reseller”: A marketing agency or partner that purchases DBR services from MMV to provide to their own End Clients.
• “The Data”: The list of names, phone numbers, and email addresses provided by the Client or Reseller for use in a campaign.

2. INTRODUCTION; SCOPE OF SERVICES

2.1 Introduction (Direct Clients and Resellers): These Terms apply to (a) entities or individuals purchasing DBR services directly from MMV (“Client”) and (b) Resellers purchasing DBR services from MMV for their End Clients (“Reseller”). Unless the context requires otherwise, references to “Client” include Resellers, and references to “you” or “your” refer to the party purchasing or utilizing the Services.

2.2 Scope of Services: MMV shall provide the technical execution of Database Reactivation campaigns, which may include the setup of automated workflows, messaging sequences, and delivery of communications to the provided Data. MMV’s role is strictly that of a technical service provider and “data processor.”

3. COMPLIANCE, CONSENT, AND WARRANTIES

3.1 Compliance Warranty (Express Prior Written Consent): The Client and/or Reseller “warrants and represents” that all contacts within the Data provided to MMV consist solely of individuals who have provided express prior written consent (opt-in) to be contacted via SMS and Email, in accordance with the Telephone Consumer Protection Act (TCPA), CTIA guidelines, the CAN-SPAM Act, and any other applicable laws, rules, and carrier requirements. This includes, but is not limited to, consent obtained via online form submissions, clickwrap agreements, double opt-in processes, or physical opt-in documents, and includes consent to receive marketing messages using an automatic telephone dialing system and/or prerecorded/artificial voice where required.

3.2 Right to Audit (Proof of Consent): MMV reserves the right to request, and Client/Reseller agrees to provide within forty-eight (48) hours, verifiable proof of consent for any record provided (e.g., TrustedForm/Journaya certificates, source URLs, IP address logs, or timestamped opt-in logs). Failure to timely provide acceptable proof of consent constitutes a material breach of this Agreement.

3.3 No Cold Data: MMV does not provide, sell, or allow the use of “cold,” “scraped,” “purchased,” or third-party lists for Database Reactivation. The Client/Reseller acknowledges that sending messages to individuals who have not opted-in is a violation of this Agreement and applicable law.

3.4 Responsibility for Compliance: The Client/Reseller assumes full responsibility for compliance with the TCPA, CTIA, CAN-SPAM, and any other relevant state or federal regulations and carrier policies regarding digital communications, including, without limitation, honoring opt-out requests, maintaining compliant opt-in records, required disclosures, sender identification, and message frequency/content restrictions.

3.5 Messaging Standards (Time-of-Day and Frequency Controls): To support TCPA compliance and reduce carrier filtering, all messages will be sent only between 8:00 AM and 9:00 PM in the recipient’s local time zone (as reasonably determined by MMV). MMV reserves the right, in its sole discretion, to limit, throttle, or adjust messaging frequency, volume, and throughput to reduce carrier filtering or “harassment” flags and to protect MMV’s sending reputation.

3.6 A2P 10DLC Compliance (Brand and Campaign Registration): Where applicable, Client/Reseller is responsible for providing accurate and complete business information and any other required details for A2P 10DLC Brand and Campaign registration (and any similar carrier registration requirements). Any carrier rejections, delays, suspensions, fines, penalties, or additional fees arising from inaccurate, incomplete, or misleading Client/Reseller-provided information are the sole responsibility of the Client/Reseller.

3.7 Carrier Fees (Pass-Through Surcharges): Client/Reseller agrees to pay all carrier-imposed pass-through surcharges and per-message fees associated with message delivery. MMV reserves the right to adjust billing to reflect changes in carrier-specific fees, surcharges, registration costs, and/or other pass-through charges that are imposed or modified after campaign start.

3.8 Opt-Out Finality (No Re-Contact / No Re-Import): All “STOP,” “QUIT,” “UNSUBSCRIBE,” or similar opt-out requests are final and will be handled automatically through MMV’s platform. Client and Reseller are strictly prohibited from attempting to re-contact, re-market to, or re-import any lead/contact who has opted out through MMV’s platform, unless and until the recipient provides new, valid express prior written consent in a manner verifiable to MMV.

4. INDEMNIFICATION

4.1 General Indemnity: The Client or Reseller shall indemnify, defend, and hold harmless MMV, its officers, directors, and employees from any and all claims, damages, fines (including TCPA statutory damages), penalties, or legal fees arising out of or related to a breach of the warranties provided in Section 3 or any allegation that the Data or campaign content/targeting was non-compliant.

4.2 Reseller Indemnification (End-Client Data and Non-Compliance): In the event the Client is a Reseller, the Reseller shall indemnify, defend, and hold harmless MMV from any and all claims, demands, investigations, damages, losses, liabilities, costs, and legal actions (including reasonable attorneys’ fees) resulting from or related to (a) the End Client’s Data, (b) the End Client’s failure to obtain or maintain compliant consent, (c) the End Client’s non-compliance with applicable laws or carrier requirements, or (d) any instructions, content, offers, or representations provided by the Reseller or End Client. The Reseller is responsible for ensuring their End Clients adhere to these terms.

5. LEAD NURTURING AND RESPONSES

5.1 Exclusion of Nurturing: Unless explicitly stated in a separate Statement of Work (SOW), MMV’s DBR service does not include “Lead Nurturing” (e.g., manually responding to SMS replies, booking appointments, or managing two-way conversations).

5.2 Separate Service: Lead nurturing is a separate, billable professional service. If the Client or Reseller requests MMV to manage incoming responses, such services will be performed and billed at MMV’s prevailing hourly rates or a pre-negotiated flat fee.

6. RESELLER STRUCTURE AND OBLIGATIONS

6.1 Billing and Support: Resellers are responsible for all billing, collections, and first-tier customer support for their End Clients. MMV will only interface with the Reseller regarding technical issues or campaign performance.

6.2 Revenue Sharing: Any commissions, revenue sharing, or white-label markups are governed by MMV’s standard Affiliate/Partner Program terms. All payments from Reseller to MMV are due regardless of whether the End Client has paid the Reseller.

6.3 Optional Compliance Services (List Cleaning and Auditing): At the Client’s/Reseller’s request, MMV may provide optional services such as list cleaning, suppression list matching, consent record review, and/or basic compliance auditing. These services are not included in DBR execution unless expressly stated in a SOW and will be billed separately at MMV’s standard rates.

7. FEES AND PAYMENT

All DBR campaign fees are due upfront unless otherwise agreed in writing. MMV reserves the right to pause or terminate any campaign if payments are not received by the due date. Setup fees are non-refundable once the campaign configuration has commenced.

8. DATA SECURITY AND PRIVACY

8.1 Data Processing Roles: The parties acknowledge that MMV acts as a “Data Processor” (or “service provider,” as applicable) under applicable privacy laws (e.g., CCPA/CPRA) with respect to the Data processed to provide the Services. Client/Reseller remains the “Data Controller” (or “business,” as applicable) and represents and warrants that it has the legal right to collect, use, and share such Data with MMV for the purposes of the Services.

8.2 Safeguards; Limited Use: MMV shall implement reasonable administrative and technical safeguards to protect the Data. MMV will not use the Data for any purpose other than executing the DBR campaign as instructed. Upon termination of the service, MMV will delete or return the Data upon written request, subject to standard data retention policies for legal compliance.

9. SERVICE DISCLAIMER; PROHIBITED CONTENT; LIMITATION OF LIABILITY

9.1 Service Disclaimer (Best Effort): MMV will perform the Services on a commercially reasonable, best effort basis. MMV does not guarantee any specific response rates, deliverability, open/click rates, lead volume, lead quality, booked appointments, sales, revenue, or ROI. Outcomes depend on factors outside MMV’s control, including without limitation Data quality, prior consent validity, message content/offers, sender reputation, carrier filtering, and market conditions.

9.2 Prohibited Content (SHAFT / Illegal Content): The Client/Reseller shall not use the Services to promote, distribute, or reference content or offers involving SHAFT (Sex, Hate, Alcohol, Firearms, Tobacco) or any illegal, deceptive, or unlawful content, products, or services. MMV may refuse, suspend, or terminate any campaign that MMV reasonably believes violates this Section.

9.3 Limitation of Liability (Liability Cap): MMV’s total liability for any claim arising out of this Agreement shall not exceed the total amount paid by the Client/Reseller to MMV for the specific DBR campaign that gave rise to the claim.

10. TERMINATION

Either party may terminate a DBR campaign with five (5) business days’ written notice. In the event of termination, the Client/Reseller remains liable for all costs incurred up to the date of termination.

MMV reserves the right to terminate service immediately and without refund if MMV reasonably determines that (a) a compliance violation has occurred or is likely to occur (including without limitation TCPA/CTIA/CAN-SPAM concerns, inadequate consent, or use of prohibited content), or (b) unusually high carrier bounce rates, spam/complaint rates, or carrier enforcement actions are detected or threatened.

MMV may immediately suspend (and/or terminate) any campaign if the bounce, error, or carrier block rate exceeds five percent (5%) (the “High Bounce Kill Switch”) to protect MMV’s system-wide sending reputation. No refunds will be issued for campaigns suspended for poor data quality.

11. INCORPORATION BY REFERENCE

These Terms and Conditions are hereby incorporated into and made a part of every Proposal, Statement of Work (SOW), or Master Service Agreement (MSA) executed between MMV and the Client or Reseller. In the event of a conflict, these Terms shall control.

12. TCPA & COMPLIANCE INDEMNIFICATION

Client and Reseller agree to indemnify, defend, and hold harmless MMV and its officers, directors, and employees from any and all third-party claims, lawsuits, regulatory investigations, fines, penalties, or other liabilities (including reasonable attorneys’ fees) arising out of or related to alleged or actual violations of the TCPA, CAN-SPAM, CTIA guidelines, carrier policies, or other messaging laws or requirements, to the extent resulting from or related to the data, targeting, instructions, or content provided by the Client/Reseller (or any End Client).

13. NON-CIRCUMVENTION & INTELLECTUAL PROPERTY

All templates, copy, strategy, prompts, automations, technical workflows, configurations, sequences, and related materials provided by MMV (collectively, “MMV Materials”) are the exclusive intellectual property of MMV. Client/Reseller agrees not to use, copy, reverse engineer, replicate, or recreate the MMV Materials outside of MMV’s platform or services during the term of the Services and for twelve (12) months thereafter.

14. LIMITED AGENCY APPOINTMENT (A2P 10DLC AND CARRIER COMPLIANCE)

Client hereby appoints MMV as its limited agent for the sole purpose of executing A2P 10DLC Brand and Campaign registrations and other carrier-required compliance documentation on the Client’s behalf, including submitting information provided by Client/Reseller to applicable registries, carriers, and vendors. Client/Reseller remains responsible for the accuracy and completeness of all information provided.

15. GOVERNING LAW & CLASS ACTION WAIVER

These terms are governed by the laws of the State of New York, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved on an individual basis only, and Client and Reseller expressly waive any right to participate in a class-action lawsuit, class-wide arbitration, or any other representative proceeding.