Focal Terms and Conditions of Use

Operated by First Light Holdings LLC

Last Revised: July 23, 2026

1. User's Acknowledgment and Acceptance of Terms

First Light Holdings LLC, a North Carolina limited liability company (collectively referred to as "First Light Holdings", "Focal", "Us", "We", or "Our"), provides the focuswithfocal.com website (the "Site") and its related done-for-you online-presence services (collectively, the "Focal Services" or "Services") to you (collectively referred to as the "User", "Client", or "Customer"), subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use", "Terms and Conditions", "Agreement", or "Terms"), as well as any other written agreement between us and you. In addition, when using particular features, materials, or service levels offered through the Site, you shall be subject to any posted rules or plan descriptions applicable to such features or materials, which may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

BY USING THIS SITE OR THE FOCAL SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT USE THE SITE OR THE SERVICES. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE OR THE SERVICES.

These Terms of Use are effective as of the "Last Revised" date stated above. We expressly reserve the right to change these Terms of Use from time to time. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use periodically and to familiarize yourself with any modifications. Your continued use of this Site or the Services after such modifications will constitute acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

As used in these Terms of Use, references to our "Affiliates" include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, licensors, and service providers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site, the Services, and/or its contents.

2. Description of Services

Focal is a done-for-you online-presence service for local and small businesses. Depending on the service level you select, First Light Holdings will design, build, host, and maintain a business website on your behalf; connect online booking and scheduling tools and the third-party payment processor you choose; optimize your website so it can be found through search engines and AI answer engines (SEO/AEO), and connect Google Search Console and Google Analytics where you provide access; and run, manage, and update your online presence on an ongoing basis (collectively, the "Focal Services"). You retain ownership of your business, your content, your website content, and your customer data at all times, as further described in Section 7 (Intellectual Property) and Section 18 (Customer Content & Customer Data).

The Focal Services are delivered as a one-time setup fee plus a recurring monthly subscription, offered at three service levels (for example, self-managed, co-managed, and fully-managed), as described on the Site or in your plan selection. The features, deliverables, and level of ongoing management vary by service level and by the plan you select.

First Light Holdings grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Focal Services during the term of your subscription and in accordance with this Agreement. You agree to use the Focal Services in compliance with all applicable laws and regulations and the terms of this Agreement. You are responsible for providing, at your own expense, the equipment and Internet access necessary to access and use the Services. We reserve the right to modify, improve, or discontinue the Site or the Services, including any of their features, at any time, with or without notice to you. We will not be liable to you or any third party should we exercise such right. Any new features that augment or enhance the then-current Services shall also be subject to these Terms of Use.

3. Registration Data and Account

To access the Focal Services, you will be required to create an account by providing certain information and data, including your name, email address, phone number, business name, business address, and related business details ("Registration Data"). Focal uses passwordless, magic-link email authentication; we do not create, store, or require account passwords. You access your account by requesting a secure, single-use sign-in link (a "magic link") sent to the email address associated with your account.

By registering, you confirm that all information provided in your Registration Data is accurate, current, and complete, and you agree to maintain and promptly update your Registration Data as necessary to keep it accurate, current, and complete. You are responsible for maintaining control of, and access to, the email address associated with your account.

All data you provide to us, including Registration Data, is subject to our Privacy Policy, which is hereby incorporated by reference into these Terms of Use. You understand that through your use of the Services, you consent to the collection and use of such information as outlined in the Privacy Policy.

4. Data Processing Agreement

Your use of the Services and our processing of any Personal Data that flows through the websites and online presence Focal builds, hosts, and runs on your behalf (including contact-form and booking submissions and your customer list) is subject to our Data Processing Agreement ("DPA"), which is hereby incorporated by reference into this Agreement and forms an integral part hereof. The DPA outlines our respective roles and responsibilities concerning data processing and compliance with applicable data protection laws, including the allocation of Data Controller and Data Processor roles between you and First Light Holdings.

5. Conduct

Your use of the Site and the Focal Services is subject to all applicable laws and regulations. You are solely responsible for the content, materials, brand assets, text, images, and other information you provide to us or publish through your website (collectively, "Customer Materials"), and for any data you collect through your website or online presence.

You represent and warrant that: (a) you own, or have obtained all rights, licenses, consents, and permissions necessary to use and to authorize First Light Holdings to use, host, publish, and process, the Customer Materials you provide; (b) you have all rights and lawful bases necessary to collect, use, and process any customer data, personal information, or other data that you collect through the website or online presence Focal builds and operates for you; and (c) the Customer Materials and your use of the Services do not and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any third party, and do not contain any unlawful, defamatory, obscene, fraudulent, or infringing content.

You may not use your account or the Services to breach the security of another account, system, or network, or to attempt to gain unauthorized access to any network or server. You shall not interfere with anyone else's use and enjoyment of the Site or the Services. You agree to comply with all applicable federal, state, and local laws and regulations in connection with your use of the Services and the operation of your business. Users who violate systems or network security, or who use the Services for unlawful purposes, may incur criminal or civil liability.

You agree that we may, at any time and in our sole discretion, suspend or terminate your account or affiliation with our Site and Services for violating any of the above provisions or any other term of this Agreement. We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

6. Third-Party Sites and Services

The Focal Services connect to and rely on third-party tools, platforms, websites, services, and resources that are not owned or controlled by First Light Holdings, including, without limitation, payment processors, Google (including Search Console and Analytics), online booking and scheduling tools, and other third-party providers (collectively, "Third-Party Services"). Such Third-Party Services are integral to the provision of certain Focal Services or are provided as a convenience.

You acknowledge and agree that First Light Holdings does not control, and is not responsible for, the availability, accuracy, legality, reliability, terms, pricing, or appropriateness of any Third-Party Service. First Light Holdings makes no representations or warranties of any kind, express or implied, regarding such Third-Party Services, and disclaims all liability arising from your access to or use of them. Your relationship with, and any terms, conditions, warranties, or representations associated with, any Third-Party Service are solely between you and that third party, and you are responsible for complying with the applicable third party's terms.

Payment processing (processor-agnostic). A core feature of Focal is that you connect your own third-party payment processor — for example, Stripe, PayPal, Klarna, Authorize.net, Square, or another processor of your choosing — to your website. Focal only connects and configures that processor for you. Your customers' payments for your goods and services go directly to you through the payment processor you have chosen. First Light Holdings does not process, hold, touch, escrow, or have access to your sales revenue at any time. First Light Holdings makes no representation, warranty, or guarantee whatsoever regarding the availability, holds, freezes, reserves, fees, chargebacks, settlement times, or terms of any third-party payment processor, and is not a party to your agreement with that processor. You are solely responsible for selecting your payment processor, complying with its terms, and resolving any dispute with it. Nothing in the Services should be understood as a promise that your funds are "safe," insured, guaranteed, or immune from being held or frozen by your chosen processor; the value Focal provides is your freedom to choose and control your own processor, not the handling of your money.

7. Intellectual Property

Intellectual property rights under this Agreement are allocated as follows:

(a) First Light Holdings property. First Light Holdings and/or its licensors own all right, title, and interest in and to the Focal platform, including, without limitation, its software, source code and object code, application programming interfaces, templates, page layouts, design systems, themes, tools, workflows, documentation, and all other technology and materials used to provide the Services (collectively, the "Focal Platform"). All Focal trademarks, service marks, trade names, logos, and custom graphics, including the "Focal" name and marks (collectively, "Focal Marks"), are the property of First Light Holdings or its affiliates. The Focal Platform and Focal Marks are protected by applicable intellectual property laws, including copyright, trademark, trade secret, and patent laws. Except for the limited right to use the Services granted under this Agreement, nothing in this Agreement grants you any right, title, or interest in or to the Focal Platform or the Focal Marks, and any unauthorized reproduction, distribution, modification, reverse engineering, or other use of the Focal Platform or Focal Marks is strictly prohibited. Other product and company names mentioned in the Services may be the trademarks of their respective owners.

(b) Customer property. As between you and First Light Holdings, you own and retain all right, title, and interest in and to: (i) your business and business information; (ii) the content, text, images, logos, brand assets, and other materials you provide to us or that we create at your direction and specifically for your business (your "Customer Content"); (iii) the content published on your website; and (iv) your customer data and customer list, including contact-form submissions, booking and appointment information, and other data collected through your website or online presence (your "Customer Data"). Your Customer Content and Customer Data are yours to keep and to export. First Light Holdings claims no ownership of your Customer Content or Customer Data and will process it only as necessary to provide the Services and in accordance with the DPA. You grant First Light Holdings a non-exclusive, worldwide license to host, store, reproduce, modify (for formatting and display), and publish your Customer Content solely for the purpose of providing and operating the Services for you.

First Light Holdings and its affiliates make no representations or warranties that your use of the Services will not infringe the intellectual property or other proprietary rights of third parties, and you remain responsible for the Customer Content and Customer Materials you provide as set forth in Section 5.

8. Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SITE, AND ALL FOCAL SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM OR THROUGH THE SITE WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.

NO GUARANTEE OF MARKETING RESULTS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT FIRST LIGHT HOLDINGS MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY OF ANY PARTICULAR MARKETING OR BUSINESS OUTCOME, INCLUDING, WITHOUT LIMITATION, ANY SPECIFIC SEARCH ENGINE RANKING, SEARCH VISIBILITY, WEBSITE TRAFFIC, LEADS, BOOKINGS, CONVERSIONS, REVENUE, OR SALES. FIRST LIGHT HOLDINGS CONTROLS THE DESIGN, BUILD, HOSTING, AND ONGOING OPERATION OF YOUR ONLINE PRESENCE; IT DOES NOT CONTROL, AND CANNOT AND DOES NOT GUARANTEE, THE RESULTS OF THIRD-PARTY SEARCH ENGINES, LOCAL SEARCH ALGORITHMS, ADVERTISING PLATFORMS, OR THE VOLUME OR QUALITY OF TRAFFIC OR BUSINESS YOU MAY OR MAY NOT RECEIVE. SUCH RESULTS DEPEND ON FACTORS OUTSIDE OF FIRST LIGHT HOLDINGS'S CONTROL, INCLUDING THIRD-PARTY ALGORITHMS, MARKET CONDITIONS, COMPETITION, AND YOUR OWN BUSINESS OPERATIONS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS, SERVICES, PRICES, AND PLAN DESCRIPTIONS AT ANY TIME. YOU UNDERSTAND AND AGREE THAT TEMPORARY INTERRUPTIONS OF THE SERVICES MAY OCCUR AS NORMAL EVENTS, AND THAT WE HAVE NO CONTROL OVER THIRD-PARTY NETWORKS, PLATFORMS, OR THE INTERNET ITSELF; THEREFORE, DELAYS AND DISRUPTIONS OF OTHER NETWORK TRANSMISSIONS ARE COMPLETELY BEYOND OUR CONTROL.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability

IN NO EVENT SHALL WE (FIRST LIGHT HOLDINGS LLC) OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, GOODWILL, REVENUE, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, THE FOCAL SERVICES, OR ANY WEBSITE OR THIRD-PARTY SERVICE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD-PARTY GOODS AND SERVICES OFFERED OR CONNECTED THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY PAYMENT PROCESSOR, GOOGLE, OR BOOKING OR SCHEDULING TOOL, OR FOR THE AVAILABILITY, HOLDS, OR HANDLING OF YOUR SALES REVENUE BY YOUR CHOSEN PAYMENT PROCESSOR.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, FIRST LIGHT HOLDINGS'S SOLE AND AGGREGATE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO FIRST LIGHT HOLDINGS FOR THE SERVICES DIRECTLY GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM, AND YOU AGREE THAT THE FOREGOING SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY (ALL OTHER REMEDIES BEING WAIVED THEREBY).

10. Non-Disparagement

Both parties agree not to disparage the other party, or the other party's officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to them or their business, business reputation, or personal reputation; provided that both you and First Light Holdings shall respond accurately and fully to any question, inquiry, or request for information when required by legal process or applicable law. Nothing in this Section restricts either party from making truthful statements in connection with a good-faith review of the Services or from exercising any right that cannot lawfully be waived.

11. Indemnification

You agree to defend, indemnify, and hold harmless First Light Holdings LLC and its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all liabilities, claims, damages, losses, and expenses, including reasonable attorneys' fees, that arise from or relate to: (a) your use or misuse of the Site or the Services; (b) the Customer Materials or Customer Content you provide; (c) your collection, use, or processing of any customer data through your website or online presence; (d) your violation of these Terms; or (e) your violation of any law or the rights of any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Security and Password/Account

Focal uses passwordless, magic-link email authentication; there is no account password for you to set or store. You are solely responsible for maintaining the security and confidentiality of the email account associated with your Focal account and for all actions taken under your account. Because access to your Focal account is obtained through a sign-in link sent to your email, you must take appropriate precautions to safeguard that email account from unauthorized access. Our personnel will never ask you to forward or disclose a magic-link sign-in token.

You are prohibited from transferring or sharing your account or sign-in links with any third party. We reserve the right to immediately suspend or terminate your account if it is transferred or shared in violation of this provision.

First Light Holdings implements reasonable administrative, physical, and technical safeguards designed to: (i) ensure the confidentiality and security of the Services and the data we control; (ii) protect against reasonably anticipated threats or risks to the security or integrity of the Services and such data; and (iii) prevent unauthorized access that could cause significant harm or inconvenience to you. We are committed to complying with all applicable privacy laws and regulations that govern the Services provided under this Agreement.

13. Third-Party Promotions

Focal is not an advertising-supported service and does not display third-party advertising networks (such as Google AdSense) on your website or within the Services. From time to time, First Light Holdings may make available its own promotions, offers, or referral opportunities relating to the Focal Services. Any such promotion will be governed by its own posted terms. First Light Holdings assumes no liability for any dealings you may separately have with third parties whose tools you elect to connect to your online presence, which are governed by Section 6.

14. Termination

Your Focal subscription is month-to-month. Either you or First Light Holdings may terminate this Agreement as set forth below.

Cancellation by you. You may cancel your subscription at any time by providing written notice to First Light Holdings at support@focuswithfocal.com. Cancellation takes effect at the end of your then-current monthly billing period. There is no advance-notice requirement and no minimum term, and there are no early-termination fees, ever. Recurring monthly subscription fees already incurred through the end of the then-current billing period are not refundable, except as required by applicable law or under the Launch Guarantee below.

Launch Guarantee ("Launch or It's Free"). First Light Holdings will deliver the live, working website and online presence described in the scope of work you approve at the start of your engagement — including the service level, pages, and features (such as booking, payment-processor connection, and search/AEO optimization) set out there (the "Agreed Site") — on or before the launch and handoff date the parties agree to in writing (the "Agreed Launch Date"). The Agreed Site and the Agreed Launch Date, and any change to either that you request or approve, will be documented in writing (for example, by email or within your account). If First Light Holdings fails to deliver the Agreed Site by the Agreed Launch Date, you pay nothing for that build: any one-time setup fee you have paid is refunded in full (or, if unpaid, waived), and you owe no recurring subscription fees for any period before the Agreed Site is delivered. This guarantee does not apply to the extent a delay is caused by your failure to provide required content, approvals, access, or responses within a reasonable time, or by events or third-party timelines beyond First Light Holdings's reasonable control (such as domain or DNS changes handled by your registrar, or connecting the payment processor you choose, which require your action or a provider's own schedule), in which case the Agreed Launch Date is extended accordingly.

Termination by First Light Holdings. We may suspend or terminate your access to all or part of the Services, with or without notice, for any breach of this Agreement or any suspected fraudulent, abusive, or illegal activity, which may be reported to the appropriate law enforcement authorities. Upon termination or suspension, your right to use the Services will cease.

Effect of termination; export. Upon termination for any reason, you may export your Customer Content and Customer Data, and First Light Holdings will return or enable the export of your Customer Content and Customer Data, subject to a reasonable wind-down period and our standard backup and retention practices as described in our Privacy Policy and the DPA. We will not be liable for any claims or damages arising from termination, suspension, or the export process, except as required by applicable law.

15. Acceptable Use / Service Restrictions

You agree that you will not, and will not permit any third party to:

Reverse engineer, decompile, disassemble, or attempt to discover or extract the source code, underlying structure, or algorithms of the Focal Platform or any related software, except to the extent this restriction is expressly prohibited by applicable law;
Interfere with, abuse, disrupt, overload, or impair the Focal Platform or the servers or networks that provide the Services;
Resell, sublicense, rent, lease, distribute, copy, frame, mirror, or otherwise make the Focal Platform available to any third party except as expressly permitted under this Agreement;
Copy, reproduce, or replicate the Focal Platform, its templates, designs, or tools, or use them to build, offer, or operate a competing product or service;
Upload, publish, or transmit through the Services any unlawful, infringing, defamatory, obscene, fraudulent, or otherwise objectionable content, or any content you do not have the right to use;
Use the Services in any manner that violates applicable laws or regulations, including those concerning data privacy, consumer protection, and intellectual property; or
Circumvent, disable, or attempt to circumvent any usage limits, access controls, rate limits, or security or authentication measures imposed by First Light Holdings.

Any violation of this Section is a material breach of this Agreement and may result in immediate suspension or termination of your account and access to the Services.

16. Fees, Subscriptions, and Billing

The Focal Services are provided for a one-time setup fee plus a recurring monthly subscription fee, at the service level and plan you select. All fees are stated on the Site or in your plan selection.

Payment processing of Focal's fees. Focal's own fees are billed through our payment processor, Authorize.net. Charges for the Focal Services will appear as "First Light Holdings LLC" on your card or bank statement. First Light Holdings does not store full payment card numbers; we may store transaction identifiers, subscription identifiers, masked card information, and billing history.

Auto-renewal. Your monthly subscription automatically renews each billing period until cancelled in accordance with Section 14 (Termination). By subscribing, you authorize First Light Holdings to charge your designated payment method on a recurring basis for the subscription fees, plus any applicable taxes, until you cancel.

Taxes. Fees are exclusive of applicable sales, use, and similar taxes. Where applicable, sales tax is calculated at checkout via TaxJar and added to your charges. You are responsible for all such taxes, other than taxes based on First Light Holdings's net income.

Price changes. First Light Holdings may change its fees and plan pricing from time to time. We will provide you with reasonable advance notice of any increase to your recurring subscription fee before it takes effect, and any such change will apply to your next billing period following the notice. Your continued use of the Services after a price change takes effect constitutes acceptance of the revised fees; if you do not agree, your remedy is to cancel in accordance with Section 14.

You are responsible for keeping your payment method current. Failure to pay fees when due may result in suspension or termination of the Services.

17. Affiliate Program

From time to time, First Light Holdings may offer an affiliate or referral program. The terms and conditions of any such program will be made available separately and will govern participation in that program. Participation is optional, and nothing in this Section obligates First Light Holdings to offer or maintain any such program.

18. Customer Content & Customer Data

As between you and First Light Holdings, you own your Customer Content and your Customer Data, as defined in Section 7(b). This includes the content and brand assets you provide, your website content, and your customer data and customer list — such as contact-form submissions, booking and appointment records, and other data collected through the website and online presence Focal builds, hosts, and operates for you.

First Light Holdings processes your Customer Data solely on your behalf and in accordance with the DPA. With respect to that data, you act as the Data Controller and First Light Holdings acts as the Data Processor. You are solely responsible for ensuring that you have all rights, consents, and lawful bases necessary to collect, use, and process the data you gather through your online presence, and for complying with all applicable privacy and data-protection laws with respect to your customers and website visitors.

Your Customer Content and Customer Data are yours to keep and to export. Upon your request and upon termination of the Services, First Light Holdings will return or enable the export of your Customer Content and Customer Data, subject to a reasonable wind-down period and our standard backup and retention practices.

19. Governing Law

The Site (focuswithfocal.com, and any other sites we own and operate in connection with the Focal Services) is controlled by First Light Holdings LLC. By accessing the Site or using the Services, both parties agree that the laws and statutes of the State of North Carolina, United States of America, without regard to its conflict-of-laws principles and the United Nations Convention on Contracts for the International Sale of Goods, shall govern all matters related to the use of the Site and the purchase of products and services through the Site.

Both parties hereby consent to the exclusive personal jurisdiction and venue of the state and federal courts of competent jurisdiction located in the State of North Carolina for any disputes arising under this Agreement.

20. Entire Agreement

These Terms and Conditions, together with the Privacy Policy and the DPA incorporated herein by reference, represent the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersede all prior agreements, discussions, and understandings, whether written or oral, regarding the same subject matter. Any attempt to modify, supplement, or amend this Agreement, or to place an order for products or services subject to additional or altered terms and conditions, shall be considered null and void unless specifically agreed to in writing by both parties. In the event of any conflict or inconsistency between this Agreement and any other materials or content associated with the Site, the terms of this Agreement shall prevail.

21. Class Action Waiver

Both First Light Holdings and Client mutually waive the right to a trial by jury. Any dispute between the parties must be brought solely in an individual capacity and not as part of any class action, collective action, or representative proceeding. You acknowledge and agree that this Agreement prohibits you from initiating legal proceedings on behalf of others or joining proceedings filed by other parties.

22. Severability

Should any provision of this Agreement be held void, invalid, or inoperative, such decision shall not affect any other provision hereof, and the remainder of this Agreement shall be effective as though such void, invalid, or inoperative provision had not been contained herein.

23. Survival

Sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership and intellectual property provisions, warranty disclaimers, indemnification, limitation of liability, governing law, class action waiver, fees accrued prior to termination, and the provisions of Sections 18 through 28.

24. Failure to Enforce

The failure of First Light Holdings to enforce any provision of these Terms and Conditions shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

25. Anti-Bribery

(1) Each party warrants that it shall not, directly or indirectly, pay any commission, remuneration, or kickback secretively outside the books to the other party or any third party's employees or officers, or provide any gifts or hospitality, nor reach any arrangement regarding any of the foregoing with the other party or any third party's employees or officers, except for inexpensive advertising gifts given according to commercial practices.

(2) A party breaching this Section shall be regarded as having committed a material breach. The non-breaching party has the right to terminate this Agreement by written notice to the breaching party and reserves the right to take further legal measures. The breaching party shall be responsible for all losses incurred by the non-breaching party as a result.

26. Reseller Governance

Not currently applicable. Focal does not currently sell the Focal Services through third-party resellers. If, in the future, First Light Holdings offers the Services through an authorized reseller, and you purchase access through such reseller, this Agreement will govern your use of the Services (including rights, obligations, restrictions, and intellectual property), while payment-related terms (fees, invoicing, billing, and refunds) will be governed by your separate agreement with that reseller, and First Light Holdings will bear no responsibility for those financial arrangements.

27. Acceptance of Terms

By using the Site or the Services, or by clicking to accept or agree to these Terms when that option is made available to you, you accept and agree to be bound by and to abide by these Terms of Use and our Privacy Policy, incorporated herein by reference.

28. Miscellaneous

(a) Prevailing Party Fees. In the event of any legal action or proceeding to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses incurred in connection therewith.

(b) Limitation on Claims. Any cause of action or claim arising out of or relating to this Agreement, the Services, or your relationship with First Light Holdings or its Affiliates must be brought within one (1) year after the cause of action arises. Any claim not brought within such period shall be deemed irrevocably waived and permanently barred.

(c) Assignment. Client may not assign or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of First Light Holdings. Any purported assignment in violation of the foregoing shall be null and void. First Light Holdings may assign this Agreement freely, including in connection with a merger, acquisition, or corporate reorganization.

(d) Force Majeure. First Light Holdings 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, natural disasters, pandemics, labor disputes or strikes, war or military conflict, governmental action or regulation, supply-chain disruption, civil unrest, acts of terrorism, power or internet outages, or failures of third-party service providers.

(e) Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered by confirmed electronic mail to First Light Holdings LLC at support@focuswithfocal.com (general and support) or privacy@focuswithfocal.com (privacy and data matters), or to you at the email address associated with your account. First Light Holdings's mailing address is 4030 Wake Forest Rd, Ste 349, Raleigh, NC 27609, USA.

Communications / SMS Terms and Conditions

IMPORTANT! PLEASE READ THESE MESSAGING TERMS AND CONDITIONS ("MESSAGING TERMS") CAREFULLY BEFORE SIGNING UP FOR THE FIRST LIGHT HOLDINGS LLC (FOCAL) TEXT MESSAGING PROGRAM. BY PROVIDING YOUR MOBILE NUMBER AND OPTING IN, YOU AGREE TO ABIDE BY AND BE BOUND TO THESE MESSAGING TERMS, and you expressly consent to receive text messages, as applicable, from First Light Holdings LLC at the telephone number(s) you provide. These Messaging Terms apply to messages sent to you as the business-owner Customer of Focal.

Program Overview

Welcome to the First Light Holdings LLC (Focal) SMS service. By opting in, you agree to receive SMS messages from First Light Holdings LLC relating to your account and the Focal Services. These messages may include account and service alerts, updates, and notifications relevant to your subscription. Marketing or promotional text messages will only be sent to you where you have provided the required consent, and you may opt out of marketing messages at any time as described below.

Message Frequency

Message frequency may vary. You may receive up to approximately ten (10) messages per month from us.

Costs

Message and data rates may apply. Please consult your mobile service provider for details on any fees that may apply.

Customer Support

For assistance, please contact our customer service team via email at support@focuswithfocal.com.

Opt-Out Instructions

To stop receiving SMS messages from us, reply "STOP", "END", "UNSUBSCRIBE", "CANCEL", or "QUIT" to any message. Upon receipt of your request, you will no longer receive messages from First Light Holdings LLC. If at a later date you would like to opt in again, reply with a word such as "START", "YES", or "UNSTOP".

HELP Information

For additional information, text "HELP" to any message from us, or contact us at support@focuswithfocal.com.

Terms and Conditions Updates

We may update these Messaging Terms from time to time. Any changes will be posted on our website, and your continued participation in the service will signify your acceptance of the changes.

Privacy

Your privacy is important to us. Please refer to our Privacy Policy for more information on how we collect, use, and protect your data.