JRW BUSINESS ALLIANCE™ MEMBERSHIP AGREEMENT
Version 2026.06.05

This Membership Agreement (the "Agreement") is entered into between JRW Solutions, LLC, a Georgia limited liability company ("JRW," "we," "us," or "Company"), and the business or individual identified in the application above ("Member," "you," or "your"). By executing this Agreement electronically through the JRW website, Member agrees to the following terms.

1. PROGRAM & SCOPE OF SERVICES.
   (a) JRW operates the JRW Business Alliance™, a curated partner program providing brand exposure across JRW's direct-mail program, the JRW Business Alliance Guide™ print collateral, the JRW digital ad network, concierge AI referrals, and related marketing surfaces (collectively, the "Services").
   (b) Specific deliverables, impressions, placements, and service-area pricing for each tier (Silver, Gold, Platinum/Elite) are described on the JRW Solutions website at https://jrw-solutions.com/advertise and are incorporated herein by reference. JRW may update tier deliverables from time to time on no less than thirty (30) days' notice; if Member does not accept a material change, Member may terminate per Section 6(b).

2. TERM, RENEWAL & PREPAYMENT.
   (a) INITIAL TERM. The initial term of this Agreement is three (3) months, beginning on the date Member's first payment is captured by PayPal (the "Effective Date").
   (b) PREPAYMENT. Member agrees to prepay the full three (3) months of tier fees at signup. The prepayment covers the entire Initial Term and is NON-REFUNDABLE except where required by applicable law. Member acknowledges this prepayment is a material inducement for JRW to allocate production capacity (mailer slots, Guide™ pages, digital ad inventory) to Member.
   (c) AUTO-RENEWAL. After the Initial Term, this Agreement automatically renews on a month-to-month basis at the then-current monthly tier rate, charged via the same PayPal billing agreement. Member may cancel at any time after the Initial Term via PayPal or by written notice to JRW; cancellation takes effect at the end of the then-current billing cycle.
   (d) BILLING. All charges are processed through PayPal. Member is responsible for keeping payment instruments current. JRW may suspend Services for non-payment after a five (5) business-day cure period.

3. CONTENT LICENSE & TRADEMARKS.
   (a) GRANT. Member grants JRW a worldwide, non-exclusive, royalty-free, sublicensable license to use Member's name, logo, marks, photographs, business description, URLs, and other materials submitted by Member ("Member Content") solely for the purpose of delivering the Services and promoting the Alliance program during the term of this Agreement and for a reasonable wind-down period not to exceed ninety (90) days after termination.
   (b) JRW MARKS. JRW grants Member a limited, revocable, non-transferable license to display the JRW Business Alliance™ tier badge artwork on Member's website and collateral solely while Member is an active member in good standing. Member shall not modify the badges and shall cease use within ten (10) business days of termination.
   (c) APPROVAL. JRW reserves the right to reject, edit (for length/clarity), or remove Member Content that JRW determines, in its reasonable discretion, is misleading, unlawful, infringing, defamatory, sexually explicit, hateful, or otherwise inconsistent with the Alliance brand.

4. MEMBER REPRESENTATIONS & WARRANTIES. Member represents, warrants, and covenants that: (a) Member is duly organized and validly existing, with full power and authority to enter into this Agreement; (b) the individual executing this Agreement is authorized to bind Member; (c) Member is duly licensed, certified, bonded and/or insured to the extent required by applicable law for the Member's business; (d) Member is in good standing with all applicable regulatory bodies; (e) Member Content is owned by Member or appropriately licensed and does not infringe any third-party right; (f) the W-9 information submitted herewith is true, correct, and complete, and Member is a U.S. person (or U.S. resident alien) under penalty of perjury; and (g) Member shall comply with all applicable laws, including TCPA, CAN-SPAM, telemarketing rules, and consumer-protection statutes, in any leads or contacts arising from the Services.

5. INDEPENDENT CONTRACTOR; NO EXCLUSIVITY; NON-DISPARAGEMENT.
   (a) The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, franchise, or employment relationship.
   (b) Neither party owes the other any duty of exclusivity. JRW may admit competitors of Member to the Alliance, and Member may participate in competing programs.
   (c) Each party agrees not to publicly disparage the other during the term and for twelve (12) months after termination. Truthful statements made in legal proceedings or to regulators are not "disparagement" for purposes of this Section.

6. TERMINATION.
   (a) FOR CAUSE. Either party may terminate immediately upon written notice if the other party: (i) materially breaches this Agreement and fails to cure within ten (10) business days after written notice; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or files (or has filed against it) a bankruptcy proceeding; or (iii) ceases operations.
   (b) FOR CONVENIENCE. After the Initial Term, either party may terminate for convenience on thirty (30) days' prior written notice. JRW will continue to deliver Services through the end of the then-current billing cycle.
   (c) EFFECT. On termination, (i) Member's access to active placements ends at the end of the then-current billing cycle, (ii) the content licenses in Section 3 wind down per Section 3(a)/3(b), and (iii) any fees prepaid for the Initial Term remain non-refundable. Sections 3(b), 4, 5(c), 7, 8, 9, 10, 11, 12, 13, and 14 survive termination.

7. CONFIDENTIALITY. Each party may receive non-public business, financial, technical, or marketing information of the other ("Confidential Information"). Each party shall (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to third parties except to employees, contractors, and advisors with a need to know and bound by similar obligations. Confidential Information does not include information that is or becomes public without breach, was already known, is independently developed, or is rightfully obtained from a third party.

8. NO GUARANTEE OF RESULTS; ALL SERVICES "AS-IS". JRW DOES NOT GUARANTEE LEAD VOLUME, CALL VOLUME, IMPRESSION COUNT, CONVERSION RATES, OR REVENUE OUTCOMES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE." JRW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

9. INDEMNIFICATION. Each party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents (the "Indemnified Party") from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's gross negligence, willful misconduct, or violation of law, or (b) the Indemnifying Party's breach of its representations and warranties in this Agreement. With respect to Member, this includes claims that Member Content infringes any third-party right or violates any law. JRW's indemnification obligations are capped at the amounts actually paid by Member to JRW in the twelve (12) months preceding the claim.

10. LIMITATION OF LIABILITY. EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (B) MEMBER'S PAYMENT OBLIGATIONS, OR (C) A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY MEMBER TO JRW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. GOVERNING LAW; VENUE; ARBITRATION; CLASS WAIVER.
   (a) This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles.
   (b) Subject to Section 11(c), the exclusive venue for any judicial proceeding shall be the state or federal courts located in Fulton County, Georgia, and each party irrevocably consents to personal jurisdiction there.
   (c) ARBITRATION. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship of the parties shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, in Atlanta, Georgia (or virtually by agreement). The arbitrator may award any relief a court could, except injunctive relief affecting non-parties. Judgment on the award may be entered in any court of competent jurisdiction.
   (d) CLASS-ACTION WAIVER. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims.
   (e) Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect intellectual-property rights or Confidential Information.

12. FORCE MAJEURE. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, pandemic, internet or carrier outages, or third-party processor failures. The affected party shall use commercially reasonable efforts to resume performance.

13. ASSIGNMENT. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, upon written notice.

14. NOTICES. Notices shall be in writing and delivered by email to the address on file (with confirmation of receipt) or by nationally recognized overnight courier. Notices to JRW shall be sent to legal@jrw-solutions.com with a copy to the address listed at https://jrw-solutions.com/contact.

15. ELECTRONIC SIGNATURE; ENTIRE AGREEMENT; SEVERABILITY.
   (a) E-SIGN / UETA. Member consents to do business electronically. Member's typed name, IP address, and timestamp captured at submission constitute a valid electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA), and have the same legal effect as a handwritten signature.
   (b) ENTIRE AGREEMENT. This Agreement (together with the JRW Terms of Service and Privacy Policy linked from the application page) is the entire agreement between the parties on this subject and supersedes all prior or contemporaneous agreements, communications, and understandings, written or oral.
   (c) AMENDMENT. No amendment is effective unless in writing (which may include an updated electronically-acknowledged version) and signed or accepted by both parties.
   (d) SEVERABILITY. If any provision is held unenforceable, the remaining provisions shall continue in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.
   (e) WAIVER. No waiver is effective unless in writing. Failure to enforce any provision is not a waiver of any future enforcement.

By signing electronically below, Member acknowledges Member has READ, UNDERSTOOD, and AGREES to be bound by this Agreement, and certifies under penalty of perjury that the W-9 information provided is true and correct.