Institutional Partner Services Agreement

1. The Service: Fully Managed by Design

Ashore Local is a community discovery platform owned and operated by Pure Flow Partners. Under this Agreement, Pure Flow provides a fully managed discovery, measurement, and promotion service delivered through Ashore Local for your district, footprint, or destination. We build it, we run it, and we report on it. There is no platform for your team to administer and no software license being sold. What you are purchasing is a managed service: onboarding and upkeep of the businesses and places in your footprint, in-app promotion, field team support, and measurement reporting, at the service level of your subscription tier.

Ashore Local remains free for visitors and free for the businesses listed in it. Your subscription funds the managed service for your footprint; it does not create fees for merchants or end users.

2. Subscription Tiers

Partnership tiers (currently Discover, Discover + Promote, and District Alliance) differ in depth of measurement, volume of promotion, field team priority, and account support. The deliverables, service levels, and pricing for each tier are set out on the current Institutional Price Sheet and on your Order Form. Your tier, price, and start date are stated on your Order Form. We may improve how the service is delivered over time, provided the overall value of your tier is maintained.

3. Term, Renewal, and the Founding Partner Rate

All partner subscriptions require a minimum 12 month commitment, including District Alliance and any single-organization partner tier. Your initial term is 12 months from your start date, regardless of billing cadence.

Monthly billed subscriptions are billed each month in advance for 12 consecutive months. If a partner (or, for an Alliance, the billing lead) cancels before the 12 month initial term ends, all remaining monthly payments for the initial term become immediately due, unless Pure Flow agrees in writing to an earlier release. After the initial 12 month term completes, monthly billed subscriptions continue month to month and may be cancelled with 60 days written notice under Section 11.

Annual subscriptions are billed once, in advance, at the annual rate published at the time of purchase, which reflects a discount of one month against the monthly rate (12 months for the price of 11). Annual fees are non-refundable except as stated in Section 11 or required by law. Annual subscriptions renew automatically for successive twelve month terms at the then-current rate unless either party gives notice of non-renewal at least 60 days before the renewal date.

Founding Partner Rate. Where your Order Form designates a Founding Partner Rate, your tier pricing is locked for twenty-four months from your start date, with no increase during that window, so long as your subscription remains continuously active.

4. Fees and Payment

Invoicing. Subscriptions are invoiced in advance (monthly or annually per your Order Form) with payment due within 30 days of invoice date unless your Order Form states otherwise. ACH or check is preferred; published prices include payment processing costs. Prices are in US dollars and exclusive of applicable taxes.

Media and ad spend. Any advertising or media spend is not included in subscription or activation fees and is billed separately at cost, only with your prior written approval.

Price changes. Published pricing may change with at least 60 days written notice. Changes never apply mid-term and do not apply during an active Founding Partner Rate window.

Late payment. If an invoice is more than 30 days past due, we may pause promotion and reporting until the account is current, and past-due amounts may accrue a late charge of 1.5% per month or the maximum allowed by law, whichever is less.

5. Marquee Activations

Your subscription is the always-on layer: measurement, ongoing promotion, and field team coverage of your footprint. A marquee activation is a separate, one-time project built around a single event or moment, scoped and billed independently of your subscription under its own statement of work.

In-app activation. The in-app experience for the moment, the content and artwork we create for it, and coordination with your businesses to get them ready. Priced by expected attendance per the activation rates on the current Institutional Price Sheet or your statement of work.

Off-app marketing activation. Advertising, social media, public relations, and other promotion of the event beyond the app are not included by default. If you want Pure Flow to market an event beyond the app, that work is scoped and quoted separately, only on request.

Scheduling. Activations are scheduled per the statement of work. Where your tier includes activation priority or partner rates, those apply as described on the Institutional Price Sheet. Cancellation of a scheduled activation fewer than 14 days before the event date forfeits any deposit; work completed before cancellation is billable.

6. District Alliance Terms

Where your Order Form designates a District Alliance subscription, the following also applies. The Alliance is a single subscription covering the district footprint, with each participating organization named as a partner on the Order Form (up to the number of anchor partners stated for the tier; additional partners by arrangement). One partner is designated the billing and coordination lead, and the cost split among partners is by arrangement among the partners; Pure Flow invoices per the Order Form and is not responsible for allocating or collecting shares between partners. Each partner receives a reporting view of its own footprint plus the shared district view; no partner controls or edits another partner's view. District-wide activations are coordinated by Pure Flow as a single in-app experience. A partner may withdraw from the Alliance effective at the next renewal with 60 days notice; the remaining partners' Order Form is adjusted by arrangement.

7. Data, Measurement, and Reporting

What you receive. Discovery and engagement reporting for your footprint at the level described for your tier: reports, dashboards, and strategy reviews. You may use these reports freely for your internal purposes, board reporting, and public communication of aggregate results.

What the data is. Reporting is based on aggregated and de-identified usage of Ashore Local (such as discovery activity, engagement, and visitor origination signals). We do not provide personally identifiable information about app users, and we do not sell end-user personal data.

What we retain. The Ashore Local platform, its underlying data, analytics methods, and all related intellectual property remain the exclusive property of Pure Flow Partners. Your subscription conveys services and reporting, not a license to the platform, its code, or its data sets.

8. Intellectual Property and Brand Use

You grant Pure Flow a non-exclusive license to use your organization's name, marks, and provided materials within Ashore Local and in the deliverables we create under this Agreement, for the duration of the engagement. We warrant that materials we create for you will not knowingly infringe third-party rights, and you make the same commitment for materials you provide to us. Upon full payment, you receive a perpetual license to use the reports and activation artwork we deliver to you, for your own purposes. Pure Flow retains ownership of its templates, methods, and platform. With your permission, we may reference the partnership and non-confidential results in our marketing.

9. Merchant and Community Participation

Listing in Ashore Local is free and voluntary for businesses. Pure Flow manages merchant onboarding and content standards and retains editorial control over the app experience, including what is listed and how. We will make reasonable efforts to onboard and maintain the businesses in your footprint at the level your tier describes, but we cannot compel any individual business to participate, and non-participation by specific businesses is not a breach of this Agreement.

10. Confidentiality

Each of us agrees to protect the other's non-public information received under this Agreement, to use it only to perform under this Agreement, and not to disclose it except to those who need it for that purpose or as required by law. If you are a public agency subject to public records laws, nothing in this Section requires you to violate those laws; you agree to give us prompt notice of any records request covering our confidential information so we may seek applicable protections. This obligation survives termination for two years.

11. Cancellation and Termination

Monthly billed subscriptions. During the initial 12 month term, cancellation for convenience does not release you from remaining monthly payments; all unpaid installments for the initial term become immediately due on cancellation, unless Pure Flow agrees in writing to an earlier release. After the initial 12 month term completes, either party may cancel with 60 days written notice, effective at the end of the notice period. For a District Alliance billed monthly, the 12 month commitment applies to each anchor partner's seat.

Annual subscriptions. Annual fees are billed in advance and are non-refundable except as stated in this Section or required by law. Either party may elect non-renewal per Section 3.

Termination for cause. Either party may terminate immediately on written notice if the other materially breaches this Agreement and does not cure within 30 days of notice. If you terminate for our uncured breach, we will refund the prorated unused portion of prepaid fees. If we terminate for your uncured breach, remaining fees for the current term are due.

Effect of termination. You keep all reports delivered to you. Dashboard access and active promotion for your footprint end at termination. Businesses in your footprint may remain listed in Ashore Local; the app's community listings are independent of any partner subscription.

12. Warranties and Limitation of Liability

We warrant that services will be performed in a professional and workmanlike manner. Except for that warranty, the services and the platform are provided as-is, and we disclaim all other warranties, express or implied, including uninterrupted or error-free operation of the app. Neither party is liable for indirect, incidental, consequential, or punitive damages, or for lost profits or lost revenue. Each party's total liability under this Agreement is capped at the amounts paid or payable to Pure Flow under this Agreement in the twelve months before the event giving rise to the claim. Nothing in this Section limits liability for a party's fraud, willful misconduct, or breach of Section 10.

13. General Terms

Pure Flow is an independent contractor, not your employee, agent, or partner in the legal sense. This Agreement is non-exclusive for both parties; Pure Flow serves multiple institutions and districts, including within the same geography. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of the business. Neither party is liable for delays caused by events beyond its reasonable control. This Agreement is governed by California law, and any dispute will be resolved in the state or federal courts located in Los Angeles County, California. We may update these posted terms from time to time; updates apply at your next renewal, with at least 60 days notice of material changes. If any provision is found unenforceable, the rest of the Agreement remains in effect.

14. Contact

Questions about this Agreement or your partnership: evee@pureflowpartners.com.