Subscription Agreement
& Terms of Service

Effective date: August 3, 2026

This Master SaaS Subscription Agreement and Terms of Service (“Agreement”) is a legally binding contract between Waypoints Digital LLC, a Washington limited liability company (UBI 606 213 263) (“Waypoints,” “we,” “us,” or “our”), and the business entity activating a commercial account (“Customer,” “Subscriber,” or “you”).

1. Commercial Tiers, Subscription Billing, and Metering

• Fee Schedules: Customer agrees to pay the fees defined on the platform's order screen or pricing structure:
• Compass Core SaaS subscription: $197 per month or $1,970 per year (recurring).
• Essential Setup (Customer brings own brand): $497 (one-time fee).
• Branded Setup (Full brand build from scratch): $997 (one-time fee).
• Campground Website build: $497 (one-time fee).
• Essential Web Care: $37 per month or $370 per year (recurring).
• Managed Web Care: $87 per month or $870 per year (recurring).
• Annual Billing Incentive: Annual options for recurring product lines represent a payment configuration of 10 months of pricing for 12 months of active delivery. One-time setup fees are not eligible for annual structural discounts.
• Mandatory Care Gating Rules: Selection of either the Essential or Managed Web Care tier is an absolute prerequisite for any customer utilizing our Campground Website build services. The recurring care tier provides the underlying application hosting infrastructure; website customers must remain on an active care plan.
• Stripe Infrastructure and Payment Failures: All subscription tracking, recurring renewals, and card processing are handled via Stripe. Waypoints does not retain cardholder financial keys on its servers. Failed automated renewal processing will trigger an automated 14-day grace period, after which system tools are suspended.
• Subscription Cancellation and Auto-Renewals: All recurring subscription lines are billed automatically via credit card through Stripe and renew automatically at the end of each billing cycle. You may cancel your subscription at any time directly through your account settings dashboard with a single click. Cancellation will take effect immediately at the end of your current, paid billing cycle. No further charges will be made, and no advance notice period is required. Access to the platform features and website hosting will persist through the paid termination period, after which the account will be deactivated.
• Metering, Usage Caps, and System Overages: Waypoints Digital LLC reserves the right to establish and enforce usage limits, data processing caps, and system constraints on your Compass account. These constraints may govern the cumulative number of design templates exported per month, the total volume of ad draft pushes executed via the connected APIs, or total database storage usage. Your selected tier outlines your allocated performance volume. If your usage surpasses standard parameters or violates internal service thresholds, Waypoints reserves the right to throttle system speeds, restrict ad account publishing, or charge additional overage fees via Stripe. We will notify you via email at least fifteen (15) days before applying any metered overage structures, giving you the choice to optimize your application volume or scale up to a higher tiered commercial rate.

2. Intellectual Property, Asset Allocation, and External Canva Rules

• Intellectual Property Ownership: Waypoints Digital LLC retains exclusive ownership, global copyrights, trade secret rights, and all other proprietary interests in the Compass multi-tenant architecture, layout frameworks, software code, and its built-in, proprietary graphics-rendering engine. No ownership of the software or underlying technology is transferred to the Customer under this Agreement. No third-party rendering code is used.
• Sub-License Scope: Subscribers receive a non-exclusive, revocable, royalty-free sub-license to use our provided design assets, layout patterns, and self-hosted open-source Google Fonts strictly to market their individual campground property.
• Customer Asset Ownership: All text, custom graphics, corporate logos, and photography uploaded to Compass by the Customer (“Customer Content”) remain 100% the property of the Customer.
• Permitted External Editing Flows: The product allows the Customer to export template assets from Compass to manually import and manipulate them within their personal Canva configuration. Waypoints Digital LLC authors its core layouts internally using Canva, but does not use Canva "share links" or distribute assets through Canva's corporate portal. The Customer assumes sole responsibility for any stock content or art assets they independently insert into their external canvas editor.
• Derivative Works: The campground owns its custom text modifications and brand arrangements. Waypoints Digital LLC retains full ownership of the underlying base template layouts and source components.

3. API Integrations, Ad Budgets, and Agency Authorization

• OAuth Authorization: Customer grants Compass the authority to connect with and transmit marketing layouts to their connected Meta and Google ad configurations via secure OAuth.
• Ad Spend Insulation: All ad costs run on the Customer's personal billing profiles held directly with Meta and Google. Waypoints Digital LLC is not liable for ad platform spend overruns, campaign conversions, setup mistakes, or third-party account bans. No budget is spent until you explicitly review, approve, and click publish.
• Platform Terms Disclaimers: Customers are bound by pass-through obligations to Meta’s Platform Terms and Google’s Ads API terms. Compass is an independent tool and is not endorsed by, sponsored by, or affiliated with Meta Platforms Inc. or Google LLC.

4. Warranty Exclusions and Liability Caps

• Warranty Disclaimer: COMPASS IS DELIVERED "AS IS" AND "AS AVAILABLE". WAYPOINTS DIGITAL LLC DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY GUARANTEES OF 100% SYSTEM UPTIME, INTERNET AVAILABILITY, OR AD ACCOUNT CONVERSION SUCCESS.
• Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE STATE OF WASHINGTON, THE MAXIMUM TOTAL LIABILITY OF WAYPOINTS DIGITAL LLC FOR ALL LOSSES, CLAIMS, SUITS, OR CLAUSES OF ACTION WILL BE CAPPED AT THE TOTAL FEES PAID BY THE CUSTOMER TO WAYPOINTS DIGITAL LLC DURING THE TWELVE (12) MONTH WINDOW IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

5. Indemnification

Customer agrees to defend, indemnify, and hold harmless Waypoints Digital LLC, its managing members, and engineering agents from any claims, software litigation, losses, or legal costs (including legal fees) stemming from: (i) copyright or trademark challenges tied to user-uploaded logos or text; (ii) violations of Meta or Google policy rules; or (iii) contractual breaches of this Agreement.

6. Governing Law, Dispute Resolutions, and Class-Action Waivers

This Agreement shall be interpreted and governed by the laws of the State of Washington, without regard to conflict of law metrics. Any dispute, claim, or argument arising from this software deployment shall be finalized exclusively through binding arbitration managed by the American Arbitration Association (AAA) within King County, Washington. PROCEEDINGS MUST RUN SOLELY IN AN INDIVIDUAL CAPACITY; BOTH PARTIES WAIVE THE RIGHT TO PARTICIPATE IN CLASS-ACTION LITIGATION OR GROUP ARBITRATION ACTIONS.

7. Amendments and Changes to These Terms

Waypoints Digital LLC reserves the right, at its sole discretion, to modify, update, or replace these Terms of Service at any time. If an amendment materially alters your commercial obligations or platform rights, we will notify you at least thirty (30) days in advance by sending an email to the primary administrative address associated with your account or by posting a prominent alert within the Compass system dashboard. Non-material changes will take effect immediately upon the publication of the revised terms on our public website. Your continued utilization of Compass following the effective date of any modifications constitutes your formal, binding acceptance of the updated Agreement. If you do not agree to the amended terms, you must cancel your subscription prior to the effective date.

8. Severability

If any provision, clause, or sub-section of this Agreement is held by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or completely unenforceable under applicable Washington State law, such provision shall be modified by the tribunal to the minimum extent necessary to make it valid and enforceable while preserving its original commercial intent. If modification is impossible, the provision shall be severed from these Terms. The invalidity or unenforceability of any single provision shall have absolutely no effect on the legality, validity, and enforcement parameters of the remaining portions of this Agreement, which shall persist in full force and effect.

9. Assignment and Corporate Successors

Waypoints Digital LLC may freely assign, transfer, or delegate its rights, obligations, titles, and interests under this Agreement, in whole or in part, to a parent company, affiliate, or successor entity in connection with a corporate merger, acquisition, joint venture, asset sale, or company restructuring, without providing prior notice to, or obtaining the consent of, the Customer. The Customer may not assign, sublicense, or delegate their platform login rights or contractual obligations under these Terms to any third-party business entity without obtaining prior, express written authorization from an authorized managing member of Waypoints Digital LLC. Any unauthorized assignment by the Customer shall be deemed void from its inception.

10. Force Majeure and Operational Interruptions

Neither party shall be held liable, penalized, or deemed in breach of contract for any delay, system degradation, downtime, or failure to perform under this Agreement resulting from circumstances or events beyond their reasonable control. Such events include, but are not limited to: acts of God, natural disasters, catastrophic fires, regional power grid blackouts, acts of war, terrorism, civil unrest, labor strikes, government mandates or quarantine orders, widespread telecommunication provider routing outages, or systemic third-party infrastructure failures (including cloud vendor network drops or unannounced API blocking by Meta or Google). Performance timelines shall be extended by a period equivalent to the duration of the force majeure event.

11. Entire Agreement

This Master SaaS Subscription Agreement, alongside the incorporated Application Privacy Policy, Acceptable Use Policy, Data Processing Addendum, and Cookie Policy, constitutes the entire legal agreement between you and Waypoints Digital LLC regarding your usage and subscription to the Compass application. This Agreement supersedes and replaces any and all prior or contemporaneous verbal agreements, text discussions, email threads, marketing collateral, or written understandings shared between the parties concerning this product. No waiver or variation of any term within this contract shall be deemed valid unless formally executed in writing and signed by an authorized managing member of Waypoints Digital LLC.

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