SmartLev Service Agreement

Revised 9-19-2024

1. Introduction

This Agreement sets forth the general terms and conditions that govern the rights and responsibilities of Learner Park LLC, dba Learner Park Media, SmartLev and Ai Smart Assistant, (Agency) and the user of the SmartLev software platform, (Client) and any of its related products and services (collectively, "Services").

2. Accounts and Membership

Client represents and warrants that they are at least 18 years of age and have the legal capacity and authority to enter into this Agreement. Client agrees to provide accurate and complete information when registering, and using the Services, and agrees to update their account information to keep it accurate and complete.

3. Service Provision and Automatic Renewal

The Services are provided on a month-to-month basis with no long-term contract. By subscribing to SmartLev, Client agrees to automatic monthly billing, where the card on file will be charged each month, unless Client cancels the Services in accordance with the cancellation policy outlined in this Agreement.Billing for the second month of service will commence 30 days after the official launch of Client’s system, regardless of the setup time. If Client wishes to cancel the Services, they must do so in accordance with Section 4 of this Agreement to avoid being charged for the following month.

4. Cancellation Policy

Client may cancel the Services at any time by providing a 30-day written notice. All client data, including contacts and associated information, shall remain the property of Client and may be exported at any time. Phone numbers that are compliant with current communication regulations are portable and may be transferred out of SmartLev at any time, subject to the rules and requirements of the relevant carriers.

5. Client Assets and Intellectual Property

Client shall retain ownership and control over all assets created within their SmartLev account, including but not limited to funnels, forms, websites, automations, templates, and surveys. These assets may be transferable to another similar and capable platform. However, assets created and provided by the Agency that are proprietary and not created specifically by Client are non-transferable and remain the intellectual property of the Agency.

6. Data Security and Confidentiality

6.1 Data Confidentiality

Agency acknowledges that Client may provide confidential information, including but not limited to business data, customer contact details, communications, and other sensitive information (collectively, "Confidential Information"). Agency agrees to treat all such Confidential Information as confidential and will not disclose or use it for any purpose other than providing the Services, unless expressly authorized by Client in writing.

6.2 Data Security

Agency will implement reasonable security measures, including but not limited to encryption, access controls, and secure storage, to protect the confidentiality and integrity of Client's data. While Agency strives to provide robust protection, Client acknowledges that no system is completely immune to cyber threats, and Agency cannot guarantee absolute security against unauthorized access or breaches.

6.3 Data Ownership and Retention

Client shall retain full ownership of their contact lists and limited associated data. Client may export this information at any time. Agency will securely delete any remaining data after 60 days unless otherwise requested in writing by Client.

7. Agency's Liability

Independent of and after any promotional guarantee contract, period, or terms, as may be set forth by separate agreement and included herein by reference, the Agency’s liability in all cases shall be limited to a refund of the last 30 days of the subscription fee paid by Client. The Agency is not liable for any direct, indirect, incidental, or consequential damages arising from client’s use of the Services or any assets or services created or provided by the Agency.

8. Modification of Terms

The Agency reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Service’s website. Continued use of the Service after any such changes shall constitute Clients consent to such changes.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State in which the Agency is incorporated, without regard to its conflict of law principles.

10 Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiation, it shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its rules. The arbitration will take place in Utah, and the decision of the arbitrator will be final and binding on both parties.

Each party will bear its own costs related to the arbitration, except as otherwise required by the rules of the American Arbitration Association or applicable law. The parties agree that arbitration shall be the exclusive forum for resolving disputes and that no party shall bring a lawsuit or initiate any legal proceedings in any court except to enforce an arbitration award or as otherwise required by law.

10. General Provisions

This Agreement constitutes the entire agreement between you and the Agency regarding your use of the Services and supersedes all prior and contemporaneous written or oral agreements between you and the Agency. You may not assign this Agreement without the prior written consent of the Agency, but the Agency may assign or transfer this Agreement, in whole or in part, without restriction.

11. Media Use and Credits

11.1 Monthly Media Credits

As part of the Services, Client will be issued a monthly credit towards media usage, including phone calls, text messages (both SMS and MMS), emails, and other services made available through the SmartLev platform. The amount of the monthly credit is determined by the subscription level.

11.2 Usage of Credits and Prepaid System

If Client's media usage exceeds the provided monthly credits, the overage will be charged to Client's account. Client will prepay for these overages by adding funds to their media wallet in increments designated by Client, with a minimum refill amount of $10. If the media wallet balance falls below the required amount, it will automatically be refilled, and the card on file will be charged.

11.3 Non-Accumulation of Credits

Complimentary media credits issued on a monthly basis do not accumulate or roll over to subsequent months. Each month’s allocation is available for use within that specific billing cycle only.

11.4 Refund and Expiration of Purchased Credits

Media credits purchased by Client are non-expiring and remain valid indefinitely unless consumed. If Client cancels the Services, any unused, pre-purchased media credits will be refundable.

11.5 Pricing of Additional Media Credits

The pricing for additional media credits is subject to change and will be as currently displayed on the SmartLev website. Client agrees to review these rates periodically and be subject to them.

12. 'Kate' AI Smart Assistant Functionality

12.1 Ownership and Rights

The proprietary AI Smart Assistant functionality, referred to as "Kate", is an exclusive feature of the SmartLev platform developed and owned by Learner Park LLC. The Agency retains all rights and privileges to this functionality, which is provided for exclusive use by Client only while client is subscribed to the Services.

12.2 Restrictions on Transfer and Use

Client does not own or acquire any separate rights to the automations, forms, funnels, or other assets specifically related to the Agency's AI Smart Assistant functionality. Client is expressly prohibited from transferring, copying, lending, giving, or selling any of these assets to any other party. Furthermore, Client is not permitted to use these assets on any other similar platform or service.

12.3 Enforcement of Rights

The Agency reserves the right to enforce its ownership and exclusive rights to the "Kate" AI Smart Assistant functionality through all available legal means. Violations of these terms may result in immediate termination of service and potential legal action to protect the Agency's intellectual property and business interests.

13. Severability

If any provision of this Agreement, or the application thereof to any person, place, or circumstance, is held to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. Furthermore, the parties agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purposes of the void or unenforceable provision.