Email Marketing Services

1.Acceptance and Scope of Agreement

1.1 Acceptance. By purchasing, accessing, or receiving the Services, by clicking to accept these Terms, or by making any payment for the Services, you agree to be bound by these Terms. If you do not agree, do not purchase or use the Services. The individual accepting these Terms represents that they are authorized to bind Client.

1.2 Standalone Agreement. These Terms are complete and self-contained. They apply whether or not Client subscribes to the pdrOS software platform or any other BC3D product. Client is not required to accept, and these Terms do not incorporate, any other BC3D agreement.

1.3 Other BC3D Products. The pdrOS software platform and any other BC3D product are licensed under separate terms and are not included in the Services. Any guarantee, refund right, trial, or service commitment applicable to another BC3D product does not apply to the Services, and any guarantee applicable to the Services does not apply to any other BC3D product. Where Client subscribes to both, each agreement governs its own product, and these Terms control as to the Services.

1.4 Order Form. "Order Form" means the checkout page, order confirmation, invoice, or written statement of work specifying the Services purchased, the fees, the billing commencement date, and any Client-specific terms. In the event of a conflict, the Order Form controls over these Terms as to fees, dates, and quantities only; these Terms control in all other respects.

1.5 No Refund Guarantee. No money-back guarantee, results guarantee, or refund right of any kind applies to the Services except as expressly stated in Section 6.

2.Definitions

2.1 "Services" means the email marketing services described in Section 3.

2.2 "Prospect" means a business or individual identified by BC3D as a potential referral source, partner, or customer of Client.

2.3 "Prospect Data" means contact records, business information, and research compiled, verified, enriched, or maintained by BC3D in connection with the Services.

2.4 "Client Materials" means any content, data, contact lists, branding, claims, credentials, or information supplied by Client or at Client's direction.

2.5 "Sending Infrastructure" means the domains, subdomains, mailboxes, IP addresses, sending accounts, authentication records, and third-party platform accounts used to transmit Campaigns.

2.6 "Campaign" means a sequence of email messages sent to Prospects on Client's behalf.

2.7 "Meeting" means a calendar appointment between Client and a Prospect that has been scheduled through the Services. A Meeting is a scheduled appointment only. It is not a commitment by the Prospect to attend, to refer business, to enter any relationship with Client, or to generate revenue.

2.8 "Build Phase" means the initial period during which BC3D constructs the target list and prepares the Sending Infrastructure, as described in Section 3.1.

2.9 "Campaign Phase" means the ongoing period during which Campaigns are transmitted and responses are handled, as described in Section 3.2.

3.Description of Services

3.1 Build Phase. BC3D will use commercially reasonable efforts to:

• (a) identify Prospects within the geographic territory and business criteria agreed with Client;
• (b) compile, verify, and enrich Prospect Data, including efforts to identify owner-level or decision-maker contact addresses;
• (c) research Prospects individually to inform message personalization;
• (d) procure, configure, authenticate, and warm the Sending Infrastructure; and
• (e) draft Campaign copy and sequence structure.

3.2 Campaign Phase. BC3D will use commercially reasonable efforts to:

• (a) transmit Campaigns to Prospects at volumes consistent with deliverability best practices;
• (b) monitor and triage replies;
• (c) attempt telephone follow-up with Prospects who express interest, subject to Section 12;
• (d) schedule Meetings on Client's calendar; and
• (e) provide Client access to a reporting dashboard as described in Section 19.

3.3 Commercially Reasonable Efforts; No Fixed Volume. The Services are provided on a commercially reasonable efforts basis. BC3D does not commit to any specific number of emails sent, Prospects contacted, replies received, calls placed, or Meetings scheduled in any period. Client acknowledges that email volume necessarily ramps gradually over the initial weeks of the Campaign Phase, that low initial volume is a deliberate deliverability practice rather than a deficiency in performance, and that volume may be reduced at any time under Section 16.

3.4 Sequencing. Client acknowledges that the Build Phase precedes the Campaign Phase, that the first Campaigns are not transmitted until the Build Phase is substantially complete, and that Meetings typically do not begin to occur until after Campaigns have been running for a period of time. The first billing period may therefore consist entirely of Build Phase work during which no emails are sent and no Meetings occur. This is the intended design of the Services and is not a failure of performance.

3.5 Changes to Scope. Any change to the scope of Services must be agreed in writing (email sufficing) by both parties. BC3D may adjust methods, tooling, vendors, message content, targeting, and infrastructure at its discretion provided the overall Services remain materially consistent with these Terms.

3.6 Subcontractors. BC3D may engage employees, contractors, agencies, offshore personnel, and third-party vendors to perform any part of the Services, including list building, research, copy drafting, sending, reply handling, and telephone follow-up. BC3D remains responsible for the performance of the Services under these Terms, subject to Sections 7, 8, 16, and 17.

4.Exclusions from Scope

Unless expressly stated on the Order Form, the Services do not include:

• (a) attending Meetings, presenting to Prospects, negotiating, or closing business on Client's behalf;
• (b) any guarantee, quota, or commitment as to results (see Section 7);
• (c) the pdrOS software platform or any other BC3D product, which is licensed separately;
• (d) paid advertising, social media management, SEO, direct mail, SMS marketing, website development, or content production other than Campaign email copy;
• (e) legal, regulatory, licensing, tax, insurance, or professional-compliance advice of any kind;
• (f) review, approval, or verification of Client's licensure, registrations, certifications, or authority to solicit or transact business in any jurisdiction;
• (g) communications in any language other than English; or
• (h) any obligation to continue contacting a Prospect who has opted out, requested no further contact, or been suppressed under Section 15.

5.Fees, Billing, and Trial Period

5.1 Fees. Client will pay the recurring subscription fee stated on the Order Form. Fees are stated in U.S. dollars and are exclusive of taxes.

5.2 Trial or Delayed Commencement. Where the Order Form specifies a trial period or a delayed billing commencement date, no charge will be made to Client's payment method until that period elapses. Client's payment method may be authorized or verified at the time of purchase without a charge being posted. Following the trial or delayed-start period, fees bill automatically on a recurring monthly basis until cancelled.

5.3 Authorization to Charge. Client authorizes BC3D and its payment processors to charge the payment method on file for all fees when due, on a recurring basis, until Client cancels in accordance with Section 6.

5.4 Non-Refundable. Except as expressly required by applicable law and except as provided in Section 6.3, all fees are non-refundable, including for partial months, for periods during which Client did not use or benefit from the Services, and for periods during which the Services produced no Meetings or other results. BC3D does not prorate refunds upon cancellation.

5.5 Failed Payment. If a charge fails, BC3D may suspend the Services, pause all Campaigns, and suspend dashboard access immediately and without liability, and may terminate under Section 6.4. Client remains responsible for fees accrued prior to suspension.

5.6 Chargebacks and Payment Disputes. Client will contact BC3D before initiating any chargeback or payment dispute. Initiating a chargeback for Services rendered is a material breach, and BC3D may immediately suspend or terminate under Section 6.4 and recover the disputed amount, all processor fees, and reasonable costs of collection. A chargeback premised on the assertion that the Services did not produce sufficient or any results is expressly waived under Section 7.5.

5.7 Fee Changes. BC3D may change recurring fees upon not less than thirty (30) days' written notice, effective at the start of the next billing period. Client's sole remedy is to cancel under Section 6.2 before the new rate takes effect.

6.Term, Cancellation, and Effect of Termination

6.1 Term. The Services are provided on a month-to-month basis with no minimum term and no commitment period.

6.2 Cancellation by Client. Client may cancel at any time, effective at the end of the then-current billing period, by written notice to BC3D at the address in Section 22.4 or through any cancellation mechanism BC3D makes available. Cancellation stops future billing. It does not entitle Client to a refund of amounts already paid.

6.3 Termination by BC3D for Convenience. BC3D may terminate the Services upon thirty (30) days' written notice. In such case BC3D will refund any prepaid fees covering the period after the effective date of termination.

6.4 Termination for Cause. BC3D may suspend or terminate the Services immediately and without notice or refund if Client: (a) fails to pay when due; (b) breaches Section 10 or 11; (c) directs BC3D to take any action BC3D reasonably believes to be unlawful, deceptive, or in violation of a third party's terms of service; (d) engages in conduct that threatens BC3D's sending reputation, vendor relationships, or legal standing; or (e) materially breaches any other provision of these Terms.

6.5 Effect of Termination. Upon termination or cancellation: (a) all Campaigns cease; (b) telephone follow-up ceases; (c) dashboard access terminates; (d) Sending Infrastructure is retained by BC3D except as provided in Section 13.3; and (e) Client may request an export of Prospect Data in accordance with Section 14.3, provided all amounts owed have been paid in full.

6.6 No Post-Termination Obligations. BC3D has no obligation to complete in-flight Campaigns, to place further telephone follow-up calls, to schedule Meetings arising from prior outreach, or to transfer Sending Infrastructure, following termination.

7.No Guarantee of Results

7.3 Results Depend on Client. Client acknowledges and agrees that outcomes from the Services depend substantially and materially on factors within Client's exclusive control and outside BC3D's control, including without limitation: whether Client attends scheduled Meetings; Client's punctuality, preparation, and conduct during Meetings; Client's own follow-up with Prospects after Meetings; Client's pricing, service quality, responsiveness, reputation, and references; Client's licensure and authority to transact in the relevant jurisdiction; Client's capacity to accept new business; and Client's timeliness in performing its obligations under Section 9.

7.4 Prospect Behavior. Prospects are independent third parties. BC3D does not control and does not warrant that a Prospect who schedules a Meeting will attend it, will be the correct decision-maker, will have authority, will be interested upon attending, will refer any business, or will respond to Client at all. Prospect no-shows, cancellations, and non-responses are an ordinary and expected characteristic of the Services.

7.5 Not a Predicate to Payment. Client's obligation to pay fees is not conditioned on the achievement of any result, and Client waives any claim, offset, chargeback, or refund demand premised on the assertion that the Services did not produce sufficient or any results.

8.Email Deliverability

8.2 Factors Outside Control. Client acknowledges that deliverability is determined substantially by third parties — including Google, Microsoft, corporate mail filters, security appliances, blocklist operators, and email service providers — that apply proprietary, undisclosed, and frequently changing filtering criteria. Domain and IP reputation may be affected by recipient complaint behavior, industry-wide filtering changes, blocklist actions, and other events BC3D cannot control or predict.

8.3 Not a Breach. Filtering, blocking, throttling, blocklisting, deliverability degradation, or reduced sending volume do not constitute a breach of these Terms or a failure of performance by BC3D, and do not give rise to any refund, credit, or claim.

8.4 Tracking Data. Open, click, and engagement metrics are estimates derived from third-party tracking technologies that are increasingly blocked, proxied, or inflated by mail providers and privacy tools. Such metrics are directional indicators only and are not warranted as accurate.

9.Client Responsibilities

Client will, at its own expense and in a timely manner:

9.1 Approvals. Review and approve or comment on the target list, Campaign copy, and sequence structure within five (5) business days of BC3D's request. If Client does not respond within that period, BC3D may proceed on the basis of the materials submitted, and Client's failure to respond will not extend, delay, or excuse Client's payment obligations.

9.2 Meetings. Attend all scheduled Meetings, or provide BC3D and the Prospect with reasonable advance notice of any cancellation or rescheduling. Client acknowledges that failure to attend Meetings materially and foreseeably reduces the effectiveness of the Services and damages the sending reputation and goodwill on which the Services depend.

9.3 Calendar. Maintain accurate, current, and reasonably open calendar availability, and promptly notify BC3D of any change to availability, contact details, or scheduling links.

9.4 Accurate Information. Provide accurate, complete, and current information about Client's business, services, pricing, credentials, licensure, service territory, and capacity, and promptly update BC3D upon any material change.

9.5 Responsiveness. Respond to BC3D escalations, compliance inquiries, and requests for direction within three (3) business days.

9.6 Suppression Disclosures. Identify existing customers, active prospects, personal contacts, adverse parties, and any other contacts that must be suppressed, in accordance with Section 15.

9.7 No Conflicting Outreach. Not engage another vendor to conduct cold email outreach to the same Prospect population during the Term without notifying BC3D, and not conduct independent bulk outreach that would materially conflict with active Campaigns.

9.8 Client Delay. Any timeline, milestone, or estimate is contingent upon Client's timely performance of this Section 9. Delay caused by Client extends BC3D's timelines by at least the duration of the delay, does not entitle Client to any refund or credit, and does not pause, suspend, or reduce Client's payment obligations.

10.Client Representations and Warranties

Client represents and warrants, on a continuing basis throughout the Term, that:

10.1 Client is a legitimate operating business, and the person accepting these terms is authorized to bind Client;

10.2 Client holds, and will maintain, all licenses, registrations, certifications, bonds, insurance, and legal authority required to market, solicit, offer, and perform its services in every jurisdiction into which Client directs or permits Campaigns to be sent, and Client — not BC3D — is solely responsible for determining which jurisdictions those are;

10.3 Client's services, pricing, credentials, affiliations, and any claims Client provides or approves are truthful, accurate, substantiated, and not misleading or deceptive;

10.4 Client's business, and the marketing of it, complies with all laws and with any professional, industry, licensing-board, network, or franchise rules applicable to Client, including any restrictions on advertising, solicitation, fee arrangements, or client acquisition;

10.5 Any Client Materials are owned by Client or licensed to Client with the right to grant the license in Section 14.4, and do not infringe or misappropriate any third-party right;

10.6 Any contact list or contact data supplied by Client was lawfully obtained, may lawfully be used for commercial email and telephone outreach, and does not contain any person or entity who has opted out, requested no further contact, or is subject to any legal restriction on contact; and

10.7 Client will not direct BC3D to send any message, or make any claim, that is false, deceptive, unlawful, harassing, or in violation of any third-party terms of service.

11.Compliance with Marketing and Communications Laws

11.1 BC3D's Undertaking. BC3D will use commercially reasonable efforts to operate the Services in a manner consistent with the CAN-SPAM Act and, where applicable, Canada's Anti-Spam Legislation (CASL), including maintaining functional opt-out mechanisms, honoring opt-out requests, and including required sender identification.

11.2 Allocation Between the Parties. As between BC3D and Client, Client is solely responsible for: (a) the truthfulness and substantiation of all claims about Client's business, services, results, credentials, and pricing; (b) Client's licensure and authority to solicit and transact in each jurisdiction reached by Campaigns; (c) compliance with any professional, licensing-board, network, or industry rule governing Client's advertising or client acquisition; and (d) the lawfulness of any contact data Client supplies.

11.3 No Legal Advice; Independent Counsel. BC3D is not a law firm and provides no legal or regulatory advice. BC3D's undertaking in Section 11.1 is a statement of operational practice, is not a representation, warranty, or guarantee that any Campaign, message, or Client claim complies with any law applicable to Client or Client's industry, and is not a substitute for Client's own counsel. Client is advised to obtain independent legal review of its marketing claims and of its authority to solicit in each jurisdiction.

11.4 Statutory Liability Not Reallocated. Nothing in these Terms purports to relieve either party of any obligation or liability owed directly to a governmental or regulatory authority under applicable law. Section 18 governs the allocation of resulting losses as between the parties.

11.5 Client Direction. If Client directs BC3D to take an action BC3D reasonably believes may be unlawful, deceptive, or in violation of a third party's terms, BC3D may refuse without liability, and may terminate under Section 6.4.

12.Telephone Follow-up

12.1 Nature of Calls. Telephone follow-up under Section 3.2(c) consists of business-to-business calls placed to published business telephone numbers, generally to Prospects who have already responded affirmatively to a Campaign. Such calls are made by BC3D personnel or contractors and are informational and scheduling-oriented in nature.

12.2 No Volume Commitment. BC3D does not commit to any number of call attempts per Prospect, to any calling cadence, or to reaching any Prospect by telephone at all.

12.3 Client Calling. Where BC3D provides Client with call lists, scripts, notes, or a follow-up dashboard, Client is solely responsible for its own calls, including compliance with the Telephone Consumer Protection Act, state telemarketing and commercial-solicitation statutes (including but not limited to those of Washington, Florida, and Oklahoma), do-not-call requirements, and all call recording and consent laws in Client's and the recipient's jurisdictions. Scripts and notes provided by BC3D are operational aids only and are not certified as legally compliant for Client's use.

12.4 Client Indemnity for Client Calls. Section 18.1 applies in full to any claim arising from calls placed by Client or anyone acting on Client's behalf other than BC3D.

13.Sending Infrastructure and Domains

13.1 Ownership and Control. Unless the Order Form expressly states otherwise, BC3D procures, owns, controls, and retains all Sending Infrastructure, including sending domains and mailbox accounts, together with all associated reputation and history.

13.2 Client's Primary Domain. BC3D generally sends from dedicated secondary domains rather than Client's primary business domain. This is a protective measure and BC3D does not warrant that it insulates Client's primary domain from all reputational effects. If Client requires or requests that its primary domain be used, Client does so at its own risk and BC3D disclaims all liability for any resulting effect on the deliverability or reputation of that domain.

13.3 On Termination. Sending Infrastructure is not transferred on termination. BC3D may, at its sole discretion and subject to payment of all amounts owed and any applicable transfer fee, transfer registrar control of a sending domain purchased specifically for Client. BC3D has no obligation to do so and no obligation to transfer any mailbox, account, reputation, warm-up history, or third-party platform access.

13.4 Third-Party Terms. Sending Infrastructure depends on third-party providers whose terms, pricing, policies, rate limits, and availability may change or terminate. Such changes are not a breach by BC3D, and BC3D may substitute providers at its discretion.

14.Data, Lists, and Ownership

14.1 Client Data. As between the parties, Client owns Client Materials and the content of Client's own communications with Prospects.

14.2 Prospect Data and BC3D Property. BC3D owns all right, title, and interest in Prospect Data and in its compiled databases, research, enrichment, verification results, scoring, targeting criteria, Campaign copy, sequence structures, templates, scripts, dashboards, tooling, methodologies, and know-how, including all improvements developed during the Term, subject only to the license in Section 14.3.

14.3 Client Export License. Following termination, and provided all amounts owed have been paid in full, Client may request a one-time export of Prospect Data for those Prospects actually contacted on Client's behalf during the Term. BC3D grants Client a perpetual, non-exclusive, non-transferable license to use that exported data for Client's own internal business purposes only. Client may not sell, license, publish, share, or otherwise commercialize the exported data, and may not provide it to any competitor of BC3D. BC3D has no obligation to export Prospect Data for Prospects not contacted, or to export its research, scoring, or enrichment work product.

14.4 License to BC3D. Client grants BC3D a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Client Materials and Client's name, marks, and business information solely as necessary to perform the Services, including sending Campaigns and placing calls on Client's behalf.

14.5 Aggregate Data. BC3D may collect and use anonymized, aggregated performance data derived from the Services for benchmarking, research, and improvement of its services, provided such data does not identify Client or any Prospect.

14.6 Data Retention and Deletion. BC3D may retain Prospect Data indefinitely as its own property notwithstanding termination. BC3D will retain Client Materials and account records for so long as reasonably necessary for business, legal, tax, and recordkeeping purposes, and may delete them at any time following termination. Client is responsible for maintaining its own copies of any Client Materials it wishes to preserve. BC3D may retain data contained in backups, logs, and archives in the ordinary course.

14.7 Confidentiality. Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will protect the other's Confidential Information with at least reasonable care, will use it only to perform or receive the Services, and will not disclose it to third parties except to its employees, contractors, and advisors who are bound by confidentiality obligations no less protective. Confidential Information does not include information that is or becomes public without breach, was lawfully known without restriction, is independently developed, or is lawfully received from a third party. Either party may disclose Confidential Information where required by law, provided it gives reasonable advance notice where legally permitted. BC3D's Prospect Data, research, methodologies, pricing, and tooling are BC3D Confidential Information. These obligations survive for three (3) years after termination, and indefinitely as to trade secrets.

15.Suppression and Existing Relationships

15.1 Client's Suppression Obligation. Before the Campaign Phase begins, and on a continuing basis, Client must provide BC3D with a written list of all contacts, domains, and businesses to be suppressed, including existing customers, active prospects, personal or professional contacts, adverse parties, opposing counsel, former employers, and any party Client does not wish contacted.

15.2 Allocation of Risk. BC3D has no independent means of identifying Client's existing relationships. Client acknowledges that Campaigns may reach a Prospect with whom Client has a prior, current, or sensitive relationship, and that BC3D bears no liability for any commercial, reputational, professional, or personal consequence of contacting a Prospect that Client did not suppress under Section 15.1.

15.3 Opt-Outs Are Permanent. Opt-out and do-not-contact requests are honored permanently and across all Campaigns. Client may not instruct BC3D to re-contact any opted-out Prospect, and may not re-import any suppressed contact.

16.Pause, Suspension, and Reputation Protection

16.1 BC3D's Right to Pause. BC3D may reduce sending volume, pause any Campaign, remove any Prospect or segment, or suspend outreach entirely, at any time and without prior notice, where BC3D determines in good faith that doing so is advisable to protect deliverability, sending reputation, vendor relationships, legal standing, or the interests of BC3D or its other clients.

16.2 Not a Breach or Service Failure. Any such reduction, pause, or suspension is not a breach of these Terms, is not a failure of performance, and does not entitle Client to any refund, credit, fee reduction, or extension of the billing period.

16.3 Vendor and Platform Events. Outages, suspensions, policy changes, rate limiting, account terminations, or price changes imposed by third-party providers are outside BC3D's control and are governed by Section 16.2.

16.4 Force Majeure. BC3D is not liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic, labor dispute, utility or internet failure, cyberattack, governmental action, changes in law, and the acts, omissions, outages, or policy changes of third-party providers, registrars, mail platforms, or blocklist operators.

17.Disclaimers and Limitation of Liability

17.4 Basis of the Bargain. Client acknowledges that the fees for the Services reflect the allocation of risk in this Section 17 and in Section 7, and that BC3D would not provide the Services at the stated fees absent these limitations.

17.5 Time Limit on Claims. Any claim arising out of or relating to the Services must be brought within two (2) years after the cause of action accrues, or it is permanently barred, except where applicable law prohibits such a limitation. This period is the shortest permitted under Texas Civil Practice and Remedies Code § 16.070 and is intended to be enforced to the maximum extent allowed by law.

18.Indemnification

18.1 Client Indemnity. Client will defend, indemnify, and hold harmless BC3D, its members, officers, employees, and contractors from and against any claim, demand, action, proceeding, loss, liability, damage, fine, penalty, settlement, cost, and expense (including reasonable attorneys' fees) arising out of or relating to: (a) Client Materials or any contact data supplied by Client; (b) any claim about Client's business, services, credentials, pricing, or results that Client provided or approved; (c) Client's licensure, registration, authority, or professional compliance, or the absence of any of them, in any jurisdiction; (d) Client's own communications with, or calls to, Prospects; (e) Client's breach of Section 9, 10, 11, 12.3, or 15; (f) any consequence of Client's failure to suppress a contact under Section 15.1; or (g) Client's business, services, or relationships with Prospects or customers.

18.2 BC3D Indemnity. BC3D will defend and indemnify Client against any third-party claim that Campaign copy authored by BC3D and not derived from Client Materials or Client direction infringes a U.S. copyright or trademark, provided Client complies with Section 18.3. This is BC3D's sole indemnification obligation under these Terms, and it is subject to the cap in Section 17.3.

18.3 Procedure. The indemnified party will promptly notify the indemnifying party in writing, grant it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. Failure to provide prompt notice relieves the indemnifying party of its obligations to the extent it is prejudiced.

19.Reporting and Dashboard

19.1 Access. Where included on the Order Form, BC3D will provide Client access to a reporting dashboard showing Prospect responses, follow-up status, and scheduled Meetings.

19.2 No Warranty. The dashboard is provided as an operational convenience, "AS IS," without warranty of accuracy, completeness, availability, or uptime. BC3D may modify, restrict, or discontinue the dashboard at any time, and access terminates immediately upon termination of the Services.

19.3 Not a Record of Account. Dashboard metrics are estimates as described in Section 8.4 and are not an accounting record, a performance guarantee, or a basis for any fee adjustment.

20.Non-solicitation and Publicity

20.1 Non-Solicitation. During the Term and for twelve (12) months after termination, Client will not, directly or indirectly, solicit for employment or engagement, hire, or engage as a contractor any employee, contractor, or vendor personnel of BC3D who performed or supported the Services, without BC3D's prior written consent. This does not restrict general public advertisements not targeted at such personnel. Client acknowledges that BC3D's list-building, research, copywriting, and calling personnel are a principal asset of the Services, and that breach of this Section would cause harm for which monetary damages alone are inadequate.

20.2 Non-Circumvention. Client will not use the Services, Prospect Data, or any BC3D methodology to build, operate, or offer a competing email marketing, lead generation, or outbound services business, or to provide such services to any third party.

20.3 Publicity. BC3D may identify Client as a customer and reference the general nature of the Services in its marketing materials, website, and proposals. BC3D will not disclose Client's results, metrics, or Confidential Information without Client's prior written consent. Client may withdraw consent to be identified at any time on written notice.

20.4 Equitable Relief. Breach of Sections 14, 20.1, or 20.2 may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party is entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without posting bond, in addition to and notwithstanding Section 21.

21.Dispute Resolution and Arbitration

21.1 Informal Resolution First. Before initiating arbitration, the party raising a dispute will send written notice describing the dispute and the relief sought to the other party at the address in Section 22.4, and the parties will attempt in good faith to resolve it for thirty (30) days. This Section is a condition precedent to arbitration.

21.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved under Section 21.1 will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before a single arbitrator, seated in Tarrant County, Texas. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve questions of arbitrability, scope, and enforceability of this Section, except as provided in Section 21.4.

21.5 Exceptions. Notwithstanding Section 21.2, either party may (a) seek injunctive or equitable relief under Section 20.4 in a court of competent jurisdiction, and (b) bring an individual claim in a small claims court of competent jurisdiction. BC3D may bring an action in court to collect unpaid fees.

21.6 Costs. Each party bears its own attorneys' fees and costs except that the prevailing party is entitled to recover its reasonable attorneys' fees and costs to the extent permitted by applicable law. Filing and administrative fees are allocated under the AAA rules.

21.7 Confidentiality of Proceedings. The existence, content, and result of any arbitration are confidential except as necessary to enforce an award or as required by law.

22.General

22.1 Governing Law and Venue. These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Tarrant County, Texas, and waive any objection based on inconvenient forum.

22.2 Independent Contractor. BC3D is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship. BC3D's authority is limited to sending Campaigns and scheduling Meetings on Client's behalf as described in Section 3, and BC3D has no authority to bind Client to any obligation.

22.3 Electronic Acceptance and Records. Client consents to transact electronically. Clicking to accept, completing checkout, or making payment constitutes a legally binding signature, and electronic records of acceptance are admissible and enforceable to the same extent as a signed writing.

22.4 Notices. Notices to BC3D must be sent to BC3D Agency LLC, 1320 Lake St., Fort Worth, Texas 76101, with a copy by email to michael@bc3d.studio. Notices to Client may be sent to the email address on the Order Form and are deemed received on the date sent, absent bounce.

22.5 Updates to These Terms. BC3D may update these Terms from time to time. Material changes will be notified to Client by email or through the Services and take effect at the start of the next billing period following notice. Client's continued use of the Services after that date constitutes acceptance; Client's sole remedy is to cancel under Section 6.2 before the change takes effect. Non-material changes take effect on posting.

22.6 Assignment. Client may not assign or transfer these Terms, by operation of law or otherwise, without BC3D's prior written consent. BC3D may assign freely, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties' permitted successors and assigns.

22.7 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remainder of these Terms remains in full force and effect, except as expressly provided in Section 21.3.

22.8 No Waiver. No failure or delay in exercising any right operates as a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving party.

22.9 No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and confer no rights on any third party, including any Prospect.

22.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against either party as drafter.

22.11 Survival. Sections 2, 4, 5.4, 5.6, 6.5, 6.6, 7, 8, 10, 11, 12.3, 12.4, 14, 15.3, 17, 18, 20, 21, and 22 survive termination.

22.12 Entire Agreement. These Terms, together with the Order Form, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous proposals, representations, understandings, and agreements, whether oral or written, with respect to the Services. No statement, estimate, projection, or representation not contained in these Terms or the Order Form forms part of this agreement or is relied upon by Client.

BC3D Agency LLC · 1320 Lake St., Fort Worth, Texas 76101 · michael@bc3d.studio Email Marketing Services · Terms of Service · Version 2026.08