1.1. PPXL: Patriot Pixels LLC.
1.2. Client: The individual USHA Agent (as defined below) subscribing to the UA Program.
1.3. USHA Agent / USHA: Refers to an authorized agent of USHealth Advisors or related entities. This term is used strictly for identification and access to the Program.
1.4. UA Program: The exclusive program offered by PPXL only to USHA Agents.
1.5. UAP Bundle: The core subscription product of the UA Program, including Website, Hosting, Domain, and Google Workspace™ account.
1.6. Website: The three-page custom website designed and hosted by PPXL for the Client, consisting of Home, About, and Contact Us pages.
1.7. PPXL Property: All intellectual property and assets owned by PPXL, including but not limited to the Website, code, design files, templates, proprietary content, and Domain Name (if procured by PPXL).

2.1. INDEPENDENT CONTRACTOR STATUS (CRITICAL DISCLAIMER)
PPXL is an independent third-party vendor. PPXL IS NOT AFFILIATED WITH, ENDORSED BY, PARTNERED WITH, OR SPONSORED BY USHA. The Client acknowledges and agrees that PPXL operates entirely independently of USHA, and the UA Program is solely a product of PPXL.

2.2. REGULATORY COMPLIANCE AND LIABILITY
The Client acknowledges that the health insurance industry is highly regulated. THE CLIENT IS SOLELY AND EXCLUSIVELY RESPONSIBLE for ensuring that all content, text, images, disclosures, and any information placed on the Website, or derived from the Instant Quote Add-on, COMPLIES WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, RULES, AND REGULATIONS, including but not limited to insurance licensing, marketing guidelines, HIPAA, TCPA, and state-specific disclosure requirements. PPXL assumes NO LIABILITY for the Client’s regulatory compliance failures. The Client accepts all risk and liability for content on the Website. The Client agrees to indemnify and hold harmless PPXL from any and all claims, fines, penalties, or liabilities arising from the Client’s failure to comply with any applicable law or regulation.

3.1. UAP BUNDLE CORE FEATURES
The monthly subscription to the UAP Bundle includes:
a. Website: Development of a three-page custom website (Home, About, Contact Us).
b. Domain Name: One custom domain name registration, subject to availability.
c. Web Hosting: Managed hosting services for the Website.
d. Google Workspace™: One managed Google Workspace™ account.
e. Privacy Policy Drafting: Drafting of an initial, foundational Privacy Policy for the Website.

3.2. INTELLECTUAL PROPERTY AND OWNERSHIP (PPXL PROPERTY)
Notwithstanding any other provision in this Agreement, the following ownership provisions are permanent and survive termination:
a. PPXL Ownership: PPXL retains PERPETUAL AND EXCLUSIVE OWNERSHIP of the Website, custom code, design files, underlying structure, templates, stock photography purchased by PPXL, the Domain Name (if procured by PPXL). The Client is granted a limited, non-transferable, non-exclusive license to use the Website solely while the UAP Bundle subscription is active and current.
b. No Transfer Rights: Under no circumstances shall the Client acquire any ownership or transfer rights to the Website, its code, or the Domain Name.
c. Client Content: All text, photos, logos, branding, and other materials provided by the Client remain the property of the Client. However, the Client grants PPXL a perpetual, royalty-free, irrevocable license to host and use this content solely for the purpose of operating and maintaining the Website and its backups.

3.3. DOMAIN NAME MANAGEMENT
a. PPXL Registered Domain: If PPXL registers a domain name on behalf of the Client as part of the UAP Bundle, that domain name is and shall remain PPXL Property. Upon cancellation, PPXL may, at its sole discretion, choose to offer to sell the domain to the Client for a flat fee of PPXL's choice, or retain the domain for its own use or sale to a third party.
b. Client Owned Domain: If the Client brings their own domain name, the Client forfeits the complimentary domain included in the UAP Bundle. The Client MUST transfer the domain's nameservers to PPXL’s designated DNS management system (Cloudflare) to ensure proper security, email, and Website functionality.
c. Post-Cancellation: Upon cancellation, PPXL reserves the right to immediately change the DNS records of any Domain Name registered by PPXL.

3.4. GOOGLE WORKSPACE™ ACCOUNT
PPXL provides Google Workspace™ services through a third-party licensed reseller. PPXL IS NOT A DIRECT PARTNER OR LICENSED RESELLER OF GOOGLE. The account is fully managed by PPXL. The Client is prohibited from having or requesting administrative access to the Google Workspace™ account. All setup, maintenance, and migration (if applicable) shall be handled exclusively by PPXL. The Client's use of the Google Workspace™ account is further subject to the terms and policies of Google, which are incorporated herein by reference.

3.5. REVISIONS AND ADDITIONAL WORK
a. Included Revisions: The UAP Bundle includes one (1) hour (60 minutes) of ongoing revisions per monthly billing cycle. This time covers any requested work or changes to the Website.
b. Non-Rollover: The included one hour of revisions DOES NOT ROLL OVER. Any unused time is forfeited at the end of the billing cycle.
c. Additional Work: Work requested beyond the included 60 minutes will be billed at a rate of $20.00 per hour, billed in 15-minute increments. The Client agrees to pay any time accrued after the initial 60 minutes immediately upon receipt of an invoice.

3.6. PRIVACY POLICY DRAFTING AND ACCEPTANCE
a. Drafting Service: As part of the UAP Bundle, PPXL will draft a foundational Privacy Policy based on general industry standards and the Website's basic functionality.
b. Client Acceptance and Compliance: The Client acknowledges and agrees that, no matter what is written in the Privacy Policy drafted by PPXL, it represents and is based upon the Client's actual business practices and privacy procedures. The Client is solely responsible for reviewing the final draft and ensuring it meets all regulatory and legal compliance requirements specific to their licensing and operational jurisdiction.
c. Modification Window: The Client shall have the opportunity to request changes to the Privacy Policy draft before the Website is made live.
d. Ownership: The drafted Privacy Policy document, including its text and structure, shall be considered PPXL Property as defined in Section 1.7.

3.7. WEBSITE TRACKING AND MONITORING
The Client acknowledges that because PPXL owns and hosts the Website and controls the DNS, all traffic is routed through and managed by PPXL's servers. PPXL reserves the right to use cookies, web beacons, IP tracking, and similar technologies solely for internal diagnostic, performance, and security purposes to monitor, access, and analyze Website visitor and traffic data.

3.8. PROPRIETARY FOOTER LINK
PPXL shall place a "Powered by Patriot Pixels LLC" or similar proprietary notice in the footer of every page of the Website. This link will be visually subtle and styled to match the Website's aesthetic but must remain visible. This link will direct users to PPXL's corporate website, and the Client may not remove, obscure, or alter this link.

3.9. INITIAL DESIGN REVISIONS AND WEBSITE SIGN-OFF
a. Unlimited Initial Revisions: PPXL offers unlimited revisions during the initial Website design and development phase. This offer is contingent upon and subject to the Acceptable Use Policy (AUP) detailed in Article IX, including the requirement for revisions to be within reason (Section 9.4).
b. Client Approval and Sign-off: The Client retains final approval authority over the Website design and content. Upon satisfaction, the Client must execute the "Website Sign-off" form provided by PPXL.
c. Post-Sign-off Changes: Once the Website Sign-off form is executed, the initial design phase is considered complete. Any subsequent changes, updates, or modifications requested by the Client shall be subject to the included 60 minutes of ongoing monthly revisions, as defined in Section 3.5.

4.1. BILLING AND AUTO-PAY REQUIREMENT
a. Auto-Pay: The Client MUST maintain a valid payment method on file and authorizes PPXL to use this method for recurring charges (Auto-Pay).
b. Initial Payment: Payment for the first month of the UAP Bundle and any initial Add-on fees is required in full BEFORE PPXL begins development of the Website.
c. Anniversary Billing: The Client will be billed automatically on the monthly anniversary date of the initial payment.
d. Payment Processor: All payments must be processed through PPXL’s designated third-party payment processor.
e. No Refunds: All payments made under this Agreement are non-refundable, including setup fees, subscription fees, add-on fees, and partial-month charges, except where expressly stated otherwise herein.

4.2. MINIMUM TERM AND EARLY TERMINATION FEE (ETF)
The UAP Bundle has a MINIMUM TERM of six (6) consecutive months when billed monthly. If the Client requests cancellation or is cancelled for non-payment before the six-month minimum term is completed, the Client shall incur an Early Termination Fee (ETF) of $294.00, less any subscription fees already paid for the UAP Bundle (Add-on fees are excluded from this offset). The ETF is immediately due upon termination.

4.3. LATE PAYMENTS AND COLLECTIONS (STRICT ENFORCEMENT)
PPXL employs a strict late payment policy, and the Client expressly agrees to the following schedule of fees and actions. For the purposes of this Section 4.3, "Outstanding Balance" means all amounts owed under this Agreement, including the subscription fee, accrued late fees, ETF, and interest.
a. Grace Period and Re-Attempt Charges (Day 1 - Day 4): This period serves as a grace period. If a charge is declined, PPXL reserves the right to attempt to re-process the charge according to its standard payment retry schedule until the Client explicitly notifies PPXL in writing to cease charge attempts.
b. Late Fee Commencement (Day 5 - Day 14): If payment is not received by the end of Day 4 following the billing date, a late fee of $1.50 per day will begin to accrue on Day 5 and continue through Day 14, in addition to the Outstanding Balance.
c. Service Suspension and Finance Charge Commencement (Day 15): If payment is not received by the end of Day 14, the Client's Website and the associated Google Workspace™ account will be temporarily suspended and taken offline at 12:01 AM EST on Day 15. At this time, the daily late fee of $1.50 shall cease. Services will only be restored once all outstanding balances, including accrued late fees up to Day 14, are paid in full.
d. Interest Accrual (Day 15+): Upon suspension on Day 15, an interest rate of 1.5% per month (equivalent to 0.05% per day) will begin to accrue on the total Outstanding Balance (subscription fee, accrued late fees, and ETF, if applicable) until the balance is paid in full.
e. Collection Contact (Day 16 - Day 30): PPXL may attempt to contact the Client via phone, email, and SMS as often as necessary until the Client explicitly opts out of receiving such communications.
f. Account Cancellation and Initial Deletion (Day 31): If payment is not received by the end of Day 30, the subscription plan will be permanently cancelled at 12:01 AM EST on Day 31. This cancellation is subject to the terms of Article V.
g. Debt Collection (Day 60+): PPXL reserves the unconditional right to send any outstanding debt (including the principal, accrued late fees, and interest) to a third-party collection agency at any point after Day 60 following the original billing date.

5.1. CANCELLATION BY CLIENT
a. Required Procedure: The Client MUST submit a cancellation request through the official form located at https://ppxl.us/cancel. Requests submitted through any other means (e.g., email, phone call, text message) are invalid and will not be processed.
b. Processing Timeline:
i. Requests submitted before 12:01 PM (Noon) EST will be processed on the same business day.
ii. Requests submitted after 12:01 PM (Noon) EST will be processed no later than the next business day.
c. Immediate Cancellation (After Minimum Term and Refund): If the Client cancels their account and the cancellation is effective immediately (not on the next billing date), and the Client has completed the six-month minimum term (Article 4.2), the Client will receive a pro-rata refund for the unused days remaining in the current billing cycle for the UAP Bundle subscription fees only.
d. Cancellation on Next Billing Date (No Refund): If the Client requests cancellation effective on their next billing date, no charge will be placed on the Client’s card on that date, and no refund for any portion of the preceding billing cycle will be given.
e. Cancellation During Minimum Term: Any cancellation request that results in termination before the six-month minimum term is completed is subject to the Early Termination Fee (ETF) defined in Article 4.2.

5.2. TERMINATION BY PPXL (FOR CAUSE OR CONVENIENCE)
a. Right to Terminate: PPXL reserves the right to immediately terminate the Client’s account, services, and access to all PPXL Property for any material breach of this Agreement (For Cause) or for any other reason PPXL deems necessary (For Convenience), at PPXL’s sole and absolute discretion.
b. Early Termination Fee Reduction: If PPXL terminates the Client's account for any reason within the first six-month minimum term, the Client shall be charged fifty percent (50%) of the Early Termination Fee (ETF), at PPXL’s discretion, as defined in Article 4.2. This fee is immediately due upon termination.

5.3. DATA DELETION AND REACTIVATION
a. Data Deletion Schedule: Upon cancellation (by Client or PPXL), the Website and Google Workspace™ data will be deleted from PPXL's active servers (effective Day 31 for non-payment). PPXL will retain a backup of the site for 60 days following cancellation for potential reactivation.
b. Data Backup Final Deletion (Day 60+): The retained site backup will be permanently deleted at PPXL’s sole leisure and discretion at any point on or after Day 61 following the cancellation date.
c. Reactivation Fee (with Backup): If the Client wishes to resubscribe after cancellation, and the Website backup is still available (within 60 days of cancellation), a $99.00 reactivation fee is required to restore services.
d. Reactivation Fee (without Backup): If the Client wishes to resubscribe after 60 days of cancellation, and the Website backup has been deleted, a $150.00 reactivation fee is required, and the Website will need to be rebuilt.

6.1. COMPLIANCE WITH LAW
The Client is responsible for complying with all applicable federal, state, and local laws, rules, and regulations, including insurance marketing and regulatory compliance as set forth in Section 2.2. The Client must immediately notify PPXL if any aspect of the Website requires modification to maintain regulatory compliance.

6.2. PROVISION OF CLIENT CONTENT
The Client is solely responsible for providing all necessary content (text, images, disclosures, etc.) for the Website and warrants that all such content is accurate, legally compliant, and free from any third-party intellectual property infringement.

6.3. INTELLECTUAL PROPERTY VETTING AND INDEMNITY
The Client acknowledges that while PPXL may provide certain design elements, stock content, or foundational text, the Client retains sole and ultimate responsibility for reviewing and approving all final content on the Website. The Client warrants that the final, approved Website, including content provided by both the Client and PPXL, is free from infringement upon any third-party intellectual property rights, copyrights, trademarks, or proprietary rights. The Client agrees to indemnify PPXL against any claims arising from the intellectual property integrity of the content placed on the Website, as approved by the Client in the Website Sign-off (Section 3.9).

6.4. NAMESERVER TRANSFER REQUIREMENT
If the Client provides their own domain name, they are obligated to immediately and fully transfer the domain’s nameservers to PPXL's designated DNS management system (Cloudflare) as required in Section 3.3.b. Failure to perform this transfer within seven (7) days of subscription constitutes a breach and may lead to temporary suspension of services under the terms of Article 4.3.c.

6.5. PROHIBITED USES AND ADHERENCE TO AUP
The Client MUST adhere to the Acceptable Use Policy (AUP) defined in Article IX. Furthermore, the Client shall not use the Website, Google Workspace™ account, or any component of the UA Program for any unlawful or prohibited activity, including but not limited to spamming, hosting malicious software, conducting fraudulent activities, or engaging in any activity that could damage the reputation of PPXL, USHA, or their respective affiliates.

7.1. INSTANT CONTACT QUOTE ADD-ON
a. Nature: This is a website form allowing users to input basic demographics (age, gender, minimal non-contact information) to receive an instant quote range or estimate.
b. Flexibility: This Add-on can be added or removed from the subscription at any time. Billing will be adjusted pro-rata based on the addition or removal date.
c. Client Responsibility: The Client remains SOLELY AND EXCLUSIVELY RESPONSIBLE for the accuracy of the quote range generated and ensuring the form strictly adheres to legal standards by collecting NO personally identifiable contact information unless the user chooses to proceed to a separate, compliant contact form.

7.2. CRM INTEGRATION ADD-ON
a. One-Time Fee: This Add-on requires a one-time setup fee of $49.00.
b. Guaranteed CRM: PPXL guarantees compatibility and setup only with the Ringy CRM.
c. Other CRMs: PPXL reserves the right to decline integration for any CRM other than Ringy at its sole leisure. In the event PPXL declines integration for a non-Ringy CRM after the fee is paid, the Client shall receive a full refund of the $49.00 Add-on fee.

8.1. DISCLAIMER OF PERFORMANCE GUARANTEE
PPXL makes no guarantees regarding the performance of the Website or UAP Bundle. The Client acknowledges and agrees that PPXL does not guarantee any specific results, including, but not limited to, leads generated, sales conversions, website traffic volume, search engine rankings, or financial success, regardless of any claims or expectations discussed prior to or during this Agreement.

8.2. GENERAL DISCLAIMER OF WARRANTIES
PPXL provides the UAP Bundle and all related services on an "AS IS" and "AS AVAILABLE" basis. PPXL expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8.3. SECURITY DISCLAIMER
PPXL uses industry-standard practices to protect Client data and system security; however, the Client acknowledges that nothing transmitted or stored over the internet is 100% secure. PPXL does not warrant that the services will be uninterrupted, error-free, or completely secure and shall not be liable for breaches caused by unauthorized access or other unforeseen security incidents.

9.1. PROHIBITED ILLEGAL USE
The Client shall not use the Website, Google Workspace™ account, or hosting services provided under this Agreement to transmit, store, or promote illegal activities, including but not limited to child pornography, copyright infringement, trademark infringement, fraud, or the distribution of malicious software (malware, viruses, or phishing schemes).

9.2. SYSTEM AND NETWORK ABUSE
The Client is prohibited from engaging in activities that compromise PPXL's system integrity, network security, or the performance of other Clients' services. Prohibited actions include, but are not limited to:
a. Spamming: Sending unsolicited bulk emails (UBE) or unsolicited commercial email (UCE).
b. Excessive Resource Usage: Consuming resources (CPU, disk I/O, network bandwidth) to an extent that negatively impacts the performance of PPXL’s shared hosting environment.
c. Unauthorized Access: Attempting to gain unauthorized access to any PPXL system or network ("Hacking").

9.3. HARMFUL OR OFFENSIVE CONTENT
The Client shall not post or link to content that is defamatory, harassing, libelous, threatening, promotes illegal violence, or advocates discrimination against any group or individual based on race, ethnicity, religion, gender, age, disability, or sexual orientation.

9.4. REASONABLE USE OF INITIAL REVISIONS
The commitment to unlimited revisions during the initial Website design phase (Section 3.9.a) is contingent upon the revisions being within reason, as determined solely by PPXL. Revisions deemed by PPXL to be excessive, frivolous, constantly changing scope (scope creep), or deliberately delaying the Website launch may be declined, and the Client may be directed to execute the Website Sign-off form (Section 3.9.b) or utilize the paid additional work hours (Section 3.5.c).

9.5. AUP VIOLATION CONSEQUENCE
Any violation of this Article IX constitutes a material breach of this Agreement, providing PPXL the right to immediately suspend or terminate services without notice under the terms of Article V.

10.1. CLIENT INDEMNIFICATION
The Client agrees to indemnify, defend, and hold harmless PPXL, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) the Client’s use of the Website or UA Program; (ii) any content the Client places on the Website; (iii) any third-party claims arising from the Client’s sale or promotion of health insurance products; (iv) any breach of the regulatory compliance requirements outlined in Section 2.2 and Article VI; and (v) any breach of the Domain Name rules or other material provision of this Agreement.

10.2. MODIFICATION OF TERMS
PPXL reserves the right, at its sole and absolute discretion, to update, change, or replace any part of these Terms by posting updates and changes to the PPXL website. Material changes will be announced at least seven (7) days prior to taking effect. Continued use of the UA Program after any such changes constitutes your acceptance of the revised Terms.

10.3. PRIVACY POLICY
The Client acknowledges that the use of the UA Program and the UAP Bundle is governed by PPXL's Privacy Policy, which is available and fully incorporated herein by reference at https://patriotpixels.net/legal/privacy.

10.4. SEVERABILITY
If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.5. FORCE MAJEURE
PPXL shall not be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, civil unrest, pandemics, government regulation, labor disputes, internet or power failures, or major equipment failures.

10.6. DISPUTE RESOLUTION
In the event of any dispute or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation. If the dispute cannot be resolved informally within thirty (30) days, the parties may pursue legal remedies as specified in Section 10.8.

10.7. OFFICIAL COMMUNICATION
Any and all official business communication between the Client and PPXL, regardless of purpose (including but not limited to support requests, operational inquiries, or legal notices, unless otherwise specified herein), must be directed to PPXL through the official communication methods listed on PPXL's corporate website. These methods currently include email, web forms, and phone/SMS. The Client acknowledges that communications sent through any method not listed on the website may not be officially received or acted upon by PPXL.

10.8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Pasco County, Florida for the resolution of any disputes.