The Birthday CLUB Terms of Service

Last updated: 9/30/2026
Effective date:9/30/2026

Please read these Terms carefully. Section 19 contains a binding arbitration agreement and class action waiver that affect how disputes between you and The Birthday CLUB are resolved.

These Terms of Service (the "Terms") are a binding agreement between The Birthday CLUB ("we," "us," or "our"), and the business or organization that creates an account or otherwise uses our Services ("Customer," "you," or "your"). If you accept these Terms on behalf of a business or organization, you represent that you have authority to bind it, and "you" refers to that entity.

You accept these Terms by checking the acceptance box during registration, by signing an Order Form that references these Terms, or by generating or using an API key. If you do not agree, do not use the Services.

1. Definitions

"Services" means The Birthday CLUB's messaging platform (the "Platform") and related products and services, including SMS, MMS, and RCS Business Messaging, sign-up pages, APIs, and the web-based control panel, together with any related Documentation.
"Technology Providers" means the third parties that license, host, or supply the software, infrastructure, or technology underlying the Services, and their respective affiliates, officers, directors, employees, and agents.
"Order Form" means any online plan selection, order form, quote, or statement of work that references these Terms.
"Subscriber" means any person to whom you send, or from whom you receive, a message through the Services.
"Customer Data" means all data you or your Subscribers submit to the Services, including contact lists, phone numbers, consent records, and message content.
"Sender ID" means any short code, toll-free number, 10DLC number, RCS agent, or other sender identifier used with the Services.
"Carriers" means wireless carriers, messaging aggregators, The Campaign Registry, RCS platform operators, and other third parties that deliver, route, register, or approve messages or Sender IDs.
"Messaging Laws" means all laws, regulations, and binding orders that apply to your messages, including the Telephone Consumer Protection Act and FCC rules, the Telemarketing Sales Rule, the CAN-SPAM Act, state telemarketing and messaging laws, state consumer privacy laws, and Canada's Anti-Spam Legislation (CASL).
"Industry Standards" means the CTIA Messaging Principles and Best Practices, the CTIA Short Code Monitoring Handbook, Carrier codes of conduct, The Campaign Registry requirements, and RCS platform policies, each as updated from time to time.
"Authorized Users" means your employees, contractors, and, for Resellers, End Clients, who access the Services through your account.

2. Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms on this page and change the "Last updated" date. For material changes, we will give you at least thirty (30) days' notice by email or through the control panel before the changes take effect, unless a change is required sooner by law or by a Carrier, in which case we will give as much notice as practical. Changes apply only going forward. They do not apply to any dispute that arose, or of which either party had notice, before the change took effect. If you do not agree to a change, you may cancel under Section 11 before it takes effect; continuing to use the Services after the effective date means you accept the change.

3. Accounts and Eligibility

3.1 Business use only. The Services are offered only to businesses, nonprofit organizations, government entities, and individuals acting for business purposes. You represent that you are not using the Services for personal, family, or household purposes and that you are at least eighteen (18) years old.

3.2 Accurate information. You must provide accurate, current, and complete information about your identity and business, including legal name, EIN or tax identifier, address, website, and contact information, and keep it updated. We and our Carriers use this information for identity verification and Sender ID registration.

3.3 Account security. You are responsible for safeguarding your login credentials and API keys and for all activity under your account, including the acts and omissions of your Authorized Users. Notify us promptly at cs@gJOINTHEBIRTHDAYCLUB.COM if you suspect unauthorized access.

4. The Services

4.1 Access. Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Services for your internal business purposes (or, for Resellers, as permitted under Section 9).

4.2 Carrier dependence. Message delivery depends on Carriers that we do not control. Carriers may filter, block, delay, or refuse messages, suspend Sender IDs, change requirements, or impose fees at any time. We are not responsible for Carrier actions, and Carriers are not liable for delayed or undelivered messages.

4.3 Sender IDs. Sender IDs are subject to approval and ongoing rules set by Carriers and numbering authorities. You do not acquire ownership of any Sender ID provisioned by The Birthday CLUB except as required by applicable law or number administrator rules. Where porting is permitted, we will provide reasonable assistance to port an eligible number if your account is in good standing.

4.4 No emergency services. The Services are not a substitute for, and may not be used to provide or access, emergency services, including 911 or E911.

4.5 Beta features. Features identified as beta, preview, or trial are provided as-is, may be changed or discontinued at any time, and are excluded from any service level commitment.

4.6 Service changes. We may modify the Services, but we will not materially reduce the core functionality of a paid plan during your then-current paid term except where required by law, Carriers, or security needs.

5. Your Messaging Compliance Obligations

You are solely responsible for your messages, your Subscriber lists, and your compliance with Messaging Laws and Industry Standards. The Birthday CLUB is a technology platform; we do not initiate your messages, select your recipients, or determine your content. Our compliance tools, guides, and templates are provided for convenience only and are not legal advice. You should consult your own counsel.

Without limiting the foregoing, you agree to the following:

5.1 Consent. You will send messages only to Subscribers who have given the consent required by Messaging Laws for the type of message being sent. For marketing or promotional messages, you will obtain prior express written consent that clearly and conspicuously identifies your business, describes the type of messages to be sent, discloses that consent is not a condition of purchase, and is signed (including electronically, as permitted by the E-SIGN Act). A prior business relationship, a purchase, a social media follow or like, or a Subscriber providing a phone number for another purpose does not by itself constitute consent to marketing messages.

5.2 Consent is not transferable. You will not send messages to phone numbers obtained from third parties, purchased, rented, shared, appended, scraped, or harvested lists, or lead generators or affiliate marketers, and you will not share Subscriber consent with, or send messages on behalf of, third parties except as expressly permitted by Industry Standards and approved by us in writing.

5.3 Program disclosures. At the point of opt-in and in all promotional materials for a messaging program, you will provide clear disclosures meeting Industry Standards, including your program or brand name, message frequency, that message and data rates may apply, HELP and STOP instructions, and links to your program terms and privacy policy. A sample disclosure appears in Appendix A. You must adapt it to your program.

5.3A Default program terms. The Birthday CLUB makes default program terms available for use with opt-in forms and other calls to action. If you use them rather than your own program terms, you adopt them as your terms with Subscribers, including their dispute resolution provisions, and you agree to perform the obligations they assign to the Brand. Default terms are provided as a convenience and are not legal advice; you are responsible for reviewing them and for confirming that they are accurate and sufficient for your program.

5.4 Opt-in confirmation. You will send a confirmation message upon opt-in containing the disclosures required by Industry Standards.

5.5 Opt-outs. You will honor opt-out requests made by any reasonable means, including replies such as STOP, QUIT, END, CANCEL, UNSUBSCRIBE, REVOKE, OPT OUT, and similar words, as well as opt-out requests made to you by other methods, within the time required by Messaging Laws and in no event later than ten (10) business days. You will not send further messages to an opted-out Subscriber except a single confirmation of the opt-out where permitted, and you will not re-add an opted-out Subscriber without new, valid consent. You will maintain and apply your opt-out records across all platforms and vendors you use.

5.6 Quiet hours and frequency. Unless you have confirmed that a broader window is lawful for the recipients and message type, you will not send marketing messages before 8:00 a.m. or after 8:00 p.m. in the Subscriber's local time, and you will comply with any state-law limits on message frequency and timing.

5.7 Do Not Call and reassigned numbers. You will comply with the National Do Not Call Registry, applicable state do-not-call lists, and your own internal do-not-call list, and you will use the FCC Reassigned Numbers Database or equivalent measures where appropriate to avoid messaging numbers that have been reassigned.

5.8 State registration requirements. You are responsible for determining whether your messaging requires registration, bonding, or other qualification under state telemarketing or telephone solicitation laws, and for obtaining it.

5.9 Sender ID registration. You will provide accurate information for, and cooperate with, brand and campaign registration with The Campaign Registry, toll-free verification, short code applications, and RCS agent verification. You will send only the types of messages and use cases registered and approved for the applicable Sender ID. You will not use multiple Sender IDs, rotating numbers, or other techniques to evade Carrier filtering or volume limits ("snowshoeing").

5.10 Truthful messaging. Every message must accurately identify you as the sender and must truthfully represent your identity, products or services, pricing, availability, and terms. You will not spoof or misrepresent the origin of any message.

5.11 Promotions and age-restricted content. You are responsible for compliance with laws governing sweepstakes, contests, and promotions and for implementing age verification where required. Sweepstakes and text-to-win promotions require our prior written approval and a Sender ID approved for that use.

5.12 Canada and other countries. Messages to recipients outside the United States must comply with the laws of the recipient's country, including CASL for Canadian recipients. International messaging is available only where we expressly enable it.

5.13 Records. You will retain records sufficient to prove each Subscriber's consent (including the date, time, method, source, and the language disclosed) and each opt-out, for at least five (5) years after your last message to that Subscriber, or longer if required by law. You will provide those records to us within five (5) business days of our request.

5.14 Imported contacts. Before importing any contacts, you must certify that each contact has provided the consent described in Section 5.1. We may require proof of consent, restrict or deny import functions, or impose additional verification at our discretion.

6. Acceptable Use

You may use the Services only for lawful purposes and in compliance with these Terms. You will not, and will not permit any Authorized User or third party to:

send unsolicited or unwanted messages, or otherwise violate Messaging Laws or Industry Standards;
interfere with or adversely affect the availability, reliability, or security of the Services or any network connected to them, including through denial-of-service attacks;
attempt to bypass, disable, or probe any security measure, filtering, rate limit, or monitoring system, or test or reverse-engineer the Services to find vulnerabilities or evade filtering;
access the Services to build a competing product, or copy, frame, resell, or sublicense the Services except as permitted under Section 9;
collect or harvest phone numbers, email addresses, or other personal information without consent;
misrepresent the sender or origin of any message or call, including through false identities or forged headers;
infringe, misappropriate, or violate any intellectual property, privacy, or publicity right of any person;
promote or engage in fraud, phishing, smishing, or any other illegal activity;
violate applicable export control or sanctions laws, or use the Services from or for the benefit of any sanctioned person or country; or
use the Services in any manner that could subject The Birthday CLUB, its Carriers, or other customers to liability, fines, blocking, or reputational harm.

7. Prohibited and Restricted Content

7.1 Prohibited. You will not use the Services to send, promote, or link to content involving:

sexually explicit material, adult services, or escort services;
hate speech, harassment, threats, or content promoting violence against any person or group;
illegal drugs, and cannabis, CBD, kratom, or psilocybin products, regardless of state legality;
prescription drugs offered without a valid prescription;
malware, viruses, or other harmful code, or links designed to deceive recipients;
high-risk financial offers, including payday loans, debt consolidation or relief, credit repair, cryptocurrency or investment tips, and "get rich quick" or work-from-home schemes;
third-party lead generation, affiliate marketing, or the sale or sharing of Subscriber data;
pyramid schemes, and multi-level marketing recruitment;
gambling, unless the operator is licensed where the recipient is located and we have approved the use case in writing;
content that exploits or is directed improperly at minors;
the disclosure of any person's private or personally identifying information without authorization;
defamatory, deceptive, or misleading content; or
any product, service, or content that is unlawful where sent or received, or that Carriers prohibit.

7.2 Restricted. Messages concerning alcohol, tobacco or vaping products, firearms or ammunition, and similar age-restricted products may be sent only if permitted by Carriers for the applicable Sender ID, approved by us in writing, and accompanied by age-gating and any other controls required by Industry Standards.

7.3 Sensitive data. You will not upload, import, or send through the Services any Social Security or national insurance numbers, government ID numbers, payment card or financial account numbers, passwords or security credentials, or health information. The Birthday CLUB is not a HIPAA business associate and will not sign a business associate agreement. You will not use the Services to create, receive, maintain, or transmit protected health information.

7.4 Updates. Carriers update content rules frequently. Where Industry Standards or Carrier policies are stricter than this Section 7, you will comply with the stricter rule.

8. Monitoring, Suspension, and Carrier Fines

8.1 Monitoring. We have no obligation to monitor your messages, but we and our Carriers may review, filter, or block messages, campaigns, and account activity at any time to verify compliance with these Terms, Messaging Laws, and Industry Standards.

8.2 Suspension. We may immediately suspend or restrict all or part of the Services, including any campaign, keyword, or Sender ID, without prior notice if we reasonably believe that (a) you have violated Sections 5, 6, or 7; (b) your use poses a security, legal, or reputational risk to The Birthday CLUB, Carriers, or others; (c) a Carrier or government authority requires it; or (d) fees owed under Section 10 are not paid when due. Where practical, we will notify you and work with you to resolve the issue, and we will restore the Services once it is resolved.

8.3 Carrier fines and pass-through charges. You are responsible for, and will reimburse us within fifteen (15) days of invoice for, any fines, penalties, non-compliance fees, or chargebacks assessed by Carriers or governmental authorities as a result of your messages or your breach of these Terms.

8.4 Reporting violations. To report suspected spam or misuse, contact cs@gJOINTHEBIRTHDAYCLUB.COM.

9. Resellers and White-Label Partners

9.1 Applicability. This Section applies if you resell, white-label, or otherwise make the Services available to third parties ("End Clients") as a "Reseller." Any separate reseller or partner agreement between you and The Birthday CLUB controls where it conflicts with this Section.

9.2 Flow-down. You will enter into a written, enforceable agreement with each End Client that is at least as protective of The Birthday CLUB and its Technology Providers as these Terms, including Sections 5 through 8, 16, and 17, and that names The Birthday CLUB and its Technology Providers as third-party beneficiaries or otherwise permits them to enforce those provisions.

9.3 Responsibility. You are responsible for each End Client's use of the Services and for its compliance with these Terms, Messaging Laws, and Industry Standards, as if its acts and omissions were your own. You will vet End Clients before onboarding, provide accurate End Client information for Sender ID registration, and respond promptly to compliance inquiries.

9.4 Enforcement. We may suspend any End Client under Section 8 and may require you to terminate an End Client that repeatedly violates these Terms. On request, you will provide records reasonably necessary to verify End Client compliance, including consent records.

9.5 No authority. You will not make any representation, warranty, or commitment on behalf of The Birthday CLUB, and you will not state or imply that The Birthday CLUB endorses your offering except as agreed in writing.

10. Fees

You agree to pay the fees for the Services as agreed with The Birthday CLUB, together with any applicable taxes. Fees may include charges passed through from Carriers and registries.

11. Term, Cancellation, and Termination

11.1 Term. These Terms remain in effect until all of your subscriptions have ended or been terminated.

11.2 Cancellation by you. You may cancel at any time by submitting a cancellation request through the support ticket system in your control panel or by emailing cs@gJOINTHEBIRTHDAYCLUB.COM from the email address associated with your account. We will confirm receipt in writing. Cancellation takes effect at the end of your then-current subscription period. Inactivity alone does not cancel a paid subscription.

11.3 Termination by The Birthday CLUB for convenience. We may terminate your subscription for any reason on thirty (30) days' written notice. If we do, we will refund any prepaid fees for the unused portion of your term.

11.4 Termination for cause. Either party may terminate on written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days after notice. If you terminate for our uncured material breach, we will refund prepaid fees for the unused portion of your term. We may terminate immediately on notice if you materially breach Sections 5, 6, 7, or 9, if a Carrier or authority requires termination, or if you become insolvent. No refund is owed in those cases.

11.5 Effect of termination. On termination, your access to the Services ends, and you will pay all fees accrued through the effective date. Section 12.6 governs Customer Data after termination.

11.6 Free and trial accounts. We may close any free or trial account, and delete its data, after ninety (90) days of inactivity.

12. Customer Data and Privacy

12.1 Ownership. As between the parties, you own Customer Data. You grant The Birthday CLUB a non-exclusive, worldwide license to host, process, transmit, and display Customer Data as necessary to provide, secure, and support the Services, to comply with law and Industry Standards, and as otherwise described in these Terms.

12.2 Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for providing all notices and obtaining all consents required for The Birthday CLUB to process it on your behalf, including a privacy policy that accurately describes your messaging program.

12.3 Our use of Customer Data. We will not sell or rent Customer Data or use Subscriber phone numbers or consent to send our own marketing or to market for third parties. We may share Customer Data with Carriers and subcontractors as needed to deliver the Services, and we may disclose it when required by law or legal process. We may use aggregated or de-identified data that does not identify you or any Subscriber to operate, analyze, and improve the Services.

12.4 Service provider terms. To the extent The Birthday CLUB processes "personal information" of Subscribers on your behalf under the California Consumer Privacy Act, as amended, or similar state privacy laws, The Birthday CLUB acts as your "service provider" or "processor" and will: (a) process that personal information only for the business purpose of providing the Services under these Terms; (b) not sell or share it (as those terms are defined under applicable law); (c) not retain, use, or disclose it outside the direct business relationship with you or for any purpose other than those specified in these Terms, except as permitted by law; (d) not combine it with personal information received from other sources, except as permitted by law; (e) comply with applicable obligations and provide the same level of privacy protection required by that law; (f) notify you if it determines it can no longer meet its obligations; and (g) permit you to take reasonable and appropriate steps to stop and remediate unauthorized use. The Birthday CLUB certifies that it understands these restrictions. A separate data processing addendum is available on request.

12.5 Security. We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. If we become aware of unauthorized access to Customer Data in our systems, we will notify you without undue delay and provide information reasonably available to help you meet your own obligations.

12.6 Export, retention, and deletion. During your subscription and for thirty (30) days after it ends, you may export your contacts, opt-in and opt-out lists, and message history using the tools in the control panel, and we will provide reasonable assistance on request. After that period, we will delete or de-identify Customer Data in the ordinary course, except that we may retain (a) consent, opt-in, opt-out, and message log records for up to five (5) years to comply with law and Industry Standards and to defend legal claims, and (b) data in routine backups until overwritten. Retained data remains subject to this Section 12.

12.7 Privacy Policy. Our privacy policy describes how we handle personal information about our customers and website visitors.

13. Intellectual Property

13.1 The Birthday CLUB property. The Birthday CLUB and its licensors own all rights in the Services, Documentation, software, and our trademarks. Except for the limited rights expressly granted in these Terms, no rights are granted to you.

13.2 Your content. You represent that you have all rights needed to use the content, images, and trademarks you include in your messages and materials, and that they do not infringe any third party's rights.

13.3 Feedback. If you give us suggestions or feedback, we may use them without restriction or compensation.

14. Confidentiality

Each party may receive non-public information of the other that is marked confidential or would reasonably be understood to be confidential ("Confidential Information"). The receiving party will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations, or as required by law (with prompt notice where lawful). Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party. Customer Data is governed by Section 12.

15. Warranties and Disclaimer

15.1 Mutual. Each party represents that it has the authority to enter into these Terms and that its performance will comply with laws applicable to it.

15.2 Your warranties. You represent and warrant that you will comply with Sections 5 through 7, that you have obtained and will maintain all consents described in Section 5, and that all information you provide for registration and vetting is accurate.

15.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR IN A SIGNED SERVICE LEVEL AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, The Birthday CLUB, ITS LICENSORS, AND ITS TECHNOLOGY PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY MESSAGE WILL BE DELIVERED OR DELIVERED ON TIME, OR THAT YOUR USE OF THE SERVICES WILL COMPLY WITH MESSAGING LAWS. NO ADVICE OR INFORMATION FROM The Birthday CLUB OR ITS REPRESENTATIVES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16. Limitation of Liability

16.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.

16.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID AND PAYABLE BY YOU TO The Birthday CLUB IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY OR (B) [ONE HUNDRED DOLLARS ($100)].

16.3 Exceptions. Sections 16.1 and 16.2 do not apply to (a) your payment obligations; (b) your indemnification obligations under Section 17.1; (c) your breach of Sections 5, 6, 7, or 9; or (d) liability that cannot be limited under applicable law, including liability for a party's fraud, willful misconduct, or gross negligence.

16.4 Basis of the bargain. The parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain, and that they apply even if a limited remedy fails of its essential purpose.

17. Indemnification

17.1 By you. You will defend, indemnify, and hold harmless The Birthday CLUB and its affiliates, and their officers, directors, shareholders, employees, agents, licensors, Technology Providers, and Carriers (the "Indemnified Parties"), from and against any third-party claims, demands, investigations, or proceedings (including class actions, regulatory inquiries, and Carrier actions), and all resulting damages, judgments, settlements, fines, penalties, costs, and reasonable attorneys' fees, arising out of or relating to: (a) your messages, content, campaigns, or Customer Data; (b) your actual or alleged violation of Messaging Laws, Industry Standards, or the rights of any third party; (c) your breach of these Terms; or (d) the acts or omissions of your Authorized Users or End Clients.

17.2 Procedure. The indemnified party will give prompt written notice of the claim (though delay excuses the indemnifying party only to the extent it is prejudiced), give the indemnifying party control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle any claim in a way that imposes liability or obligations on the indemnified party, or admits fault on its behalf, without its prior written consent. The indemnified party may participate with its own counsel at its own expense.

18. Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, governmental action, Carrier or network failures, internet or utility outages, or denial-of-service attacks, provided that it uses reasonable efforts to mitigate the effects.

19. Dispute Resolution; Binding Arbitration; Class Action Waiver

19.1 Informal resolution. Before starting arbitration or any court proceeding, a party must send the other a written notice describing the dispute and the relief sought. Notices to The Birthday CLUB must be sent to cs@gJOINTHEBIRTHDAYCLUB.COM and by mail to 405 SE Osceola Ave Suite 213 Ocala, FL 34471. The parties will attempt in good faith to resolve the dispute for thirty (30) days after notice. By mutual written agreement, the parties may also submit the dispute to non-binding mediation. Any applicable limitations period is tolled during the informal resolution period and any agreed mediation.

19.2 Agreement to arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties, including disputes about billing and about the formation, scope, validity, or enforceability of these Terms or this Section 19, will be resolved by final and binding arbitration, except as provided in Section 19.5. The Federal Arbitration Act governs this Section 19.

19.3 Rules and procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single neutral arbitrator. The seat of arbitration will be Los Angeles County, California, but hearings may be held by videoconference if the parties agree or the arbitrator so orders. The arbitrator will apply [STATE] substantive law and the provisions of these Terms, including Section 16, and may award any relief available in court on an individual basis. Judgment on the award may be entered in any court of competent jurisdiction.

19.4 Class action and jury waiver. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one party or preside over any form of class or representative proceeding. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. If this Section 19.4 is found unenforceable as to any claim, that claim will be severed and heard in court under Section 20.2, after resolution of all arbitrable claims, and will not be arbitrated.

19.5 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies; and (b) seek temporary or preliminary injunctive relief in court to protect its intellectual property, Confidential Information, or the security or integrity of the Services, pending arbitration.

19.6 Mass arbitration. If twenty-five (25) or more similar demands are filed against a party by or with the assistance of the same or coordinated counsel, the AAA's Mass Arbitration Supplementary Rules will apply, and the parties will cooperate in good faith to administer the demands in batches.

19.7 Costs and fees. Each party will pay the AAA filing and arbitrator fees allocated to it under the AAA rules, except that the arbitrator may reallocate those fees in the award. The prevailing party in any arbitration or court proceeding arising out of these Terms is entitled to recover its reasonable attorneys' fees and costs.

19.8 Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arises, or it is permanently barred. This limit does not apply to claims for unpaid fees or to indemnification claims under Section 17.

20. General

20.1 Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules, and, where applicable, the Federal Arbitration Act.

20.2 Venue. Subject to Section 19, the state and federal courts located in Los Angeles County, California have exclusive jurisdiction over any proceeding arising out of or relating to these Terms, and each party consents to personal jurisdiction there.

20.3 Assignment. You may not assign or transfer these Terms without our prior written consent. The Birthday CLUB may assign these Terms without consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the business line to which these Terms relate. Any prohibited assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.

20.4 Notices and electronic communications. You consent to receive notices and communications from us electronically, by email to your account address or through the control panel, and agree that electronic notices satisfy any legal requirement that they be in writing. Legal notices to The Birthday CLUB must be sent as provided in Section 19.1.

20.5 Service communications. You agree that we may send account, billing, security, and service-related messages to the phone numbers and email addresses associated with your account. Marketing messages from The Birthday CLUB will be sent only with any consent required by law, and you may opt out at any time.

20.6 Entire agreement; order of precedence. These Terms, together with any Order Form, service level agreement, reseller agreement, data processing addendum, and the policies referenced in these Terms, are the entire agreement between the parties about their subject matter and supersede all prior agreements and understandings. If there is a conflict, the following order of precedence applies: (a) a signed reseller agreement or data processing addendum, as to its subject matter; (b) a signed Order Form; (c) these Terms; and (d) referenced policies and Documentation. Terms in any purchase order or other document you provide are rejected and have no effect.

20.7 Amendments and waiver. Except as provided in Section 2, any amendment or waiver must be in a writing signed by both parties. No oral statement by any The Birthday CLUB representative modifies these Terms. A failure or delay in enforcing any right is not a waiver.

20.8 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full effect, except as provided in Section 19.4.

20.9 Survival. Sections 5.13, 8.3, 10, 12, 13, 14, 15.3, 16, 17, 19, and 20, and any other provisions that by their nature should survive, survive termination.

20.10 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other.

20.11 Third-party beneficiaries. The Birthday CLUB's Technology Providers are intended third-party beneficiaries of Sections 5 through 9, 15.3, 16, 17, and 19 and may enforce them directly. Except for the Technology Providers and the other Indemnified Parties under Section 17, there are no third-party beneficiaries of these Terms.

20.12 Headings. Headings are for convenience only. "Including" means "including without limitation."

20.13 Technology Providers. The Birthday CLUB may use Technology Providers to deliver the Services. You have no contractual relationship with, and will not assert any claim against, any Technology The Birthday CLUB arising out of or relating to the Services; your sole recourse is against The Birthday CLUB under these Terms. The Birthday CLUB remains responsible for its obligations under these Terms regardless of its use of Technology Providers.

21. Contact

The Birthday CLUB

405 SE Osceola Ave Suite 213 Ocala, FL 34471
Phone: 800-775-6751
Email: cs@gJOINTHEBIRTHDAYCLUB.COM

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Appendix A: Sample Messaging Program Disclosures

This appendix is a non-binding template provided for convenience and is not legal advice. You are responsible for tailoring your disclosures to your program, your Sender ID, and applicable law, and for keeping them current with Industry Standards. Replace every bracketed item.

A-1. Opt-in call-to-action (web form, print, or in-store signage)

By [checking this box / texting KEYWORD to SHORT CODE / submitting this form], you agree to receive recurring automated marketing text messages from [BRAND NAME] at the number provided. Consent is not a condition of any purchase. Msg frequency varies [or: Up to X msgs/month]. Msg & data rates may apply. Reply HELP for help and STOP to cancel. See our [Mobile Terms] and [Privacy Policy].

A-2. Opt-in confirmation message

[BRAND NAME]: You're signed up for [program description] alerts. Msg frequency varies. Msg&data rates may apply. Reply HELP for help, STOP to cancel.

A-3. HELP response

[BRAND NAME]: For help, contact [support email] or [support phone]. Msg&data rates may apply. Reply STOP to cancel.

A-4. STOP response

[BRAND NAME]: You have been unsubscribed and will receive no further messages.

A-5. Mobile Terms (to be hosted on your website)

Program. [BRAND NAME] offers [description of messages, e.g., promotions, order updates, appointment reminders] by text message from [short code / phone number].
Consent. By opting in, you agree to receive recurring automated marketing messages at the number you provided. Consent is not a condition of purchase.
Frequency and cost. Message frequency varies [or: up to X messages per month]. Message and data rates may apply according to your wireless plan.
Opting out. You can cancel at any time by replying STOP. You may also opt out by contacting us at [email/phone]. After you opt out, you will receive one message confirming your request, and no further messages unless you opt in again.
Help. Reply HELP or contact [support email] or [support phone].
Carriers. Carriers are not liable for delayed or undelivered messages.
Eligibility. You must be at least [18 / 21 for age-restricted programs] years old to participate.
Privacy. See our [Privacy Policy link]. We do not sell or share your mobile opt-in information or consent with third parties for their marketing purposes.