The terms of service (“Terms”) represents an agreement between Prospectary (“We” or “Us”) and you, (“the Customer” or “You” or “Your”) for our business development, marketing, and/or other services (“Services”) outlined in the Business Development Agreement.

By using our Services, and signing the agreement, both parties agree to be bound by these Terms. The Terms outlined in this agreement supersede/replace all prior communication (written or oral).

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ALL SERVICES ARE SCALABLE. Scale up or down each month to meet monthly objectives.

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Contract Term

Twelve (12) calendar month(s) commencing on the date of signed agreement. Current rates are disclosed no less than 30 days prior to the end of the initial term of the contract. Thirty (30) day written notice is required before any termination of services. Contract automatically renews at the current term on a month to month basis, unless written notification is received with the intention to terminate or revise the contract no later than thirty (30) days before contract end date.

Billing

We will send you an invoice on a monthly basis with our Services being billed in advance. All fees are excluded from taxes and government charges, however should We be required by law to collect any taxes and fees, then that amount will be added to your invoice and You agree that you will be obligated to pay.

Payment

Because it’s important to us to pay our bills and employees, fees are due within seven (7) days of the receipt of the invoice. We accept checks, credit card, or wire transfers and all in U.S. currency. The amounts due for the Services indicated on the invoice are non-refundable.

Non-Payment

Missing a payment happens from time to time. In the event of non-payment We may suspend Services and access to our system. Should you have questions regarding your invoiced fees, please contact us immediately so we can make it right. We do prefer written notification for disputed items through email. Disputed items should be communicated with us within ten (10) days of the receipt of the invoice with all undisputed items to be paid by the due date of the invoice. We strive for an open line of communication with all of our clients and want to maintain a professional working relationship; therefore both parties agree to cooperate in good faith to resolve any disputed items or fees with in ten (10) days after the receipt of the disputed notice.

Termination of Services

We reserve the right to terminate Our Service Fees listed on the order form for non-payment should an invoice become thirty (30) days past the due date.

Both parties at any time can terminate Services should there be a breach in these Terms and Conditions and/or Agreement. Thirty (30) days written notice is required should a breach occur. Both parties acknowledge that the receiving party of the notice has thirty (30) days to remedy the breach described in the notice. There are times to where it’s not possible to remedy a breach in thirty (30) days; therefore the breaching party will need to propose a reasonable time frame to the non-breaching party to remedy the breach.

Warranty

We would love to provide a warranty to Your Services; however We are unable to provide a warranty to the number of leads or new business provided in our Business Development & Marketing Services. This is because We understand that markets change often, affecting each company differently. We will outline goals as described in the Scope of Work and strive to obtain the set monthly goals. We will warrant that we will do anything and everything that is in accordance with applicable laws and our own morals and standards to ensure that Your experience with us is at its utmost best. You also acknowledge that it is not a fault of Our own what transpires after a lead has been passed for Your nurturing. We will provide You with the best leads possible and are not responsible for the amount of sales that occur after the leads are in Your companies hands.

You’re Stuff & Your Permissions

When You use our Services, you provide us with proprietary information like marketing material, trade secrets, value propositions, etc. Your information is yours and these Terms do not give us any rights to your stuff except for the limited rights that enable us to provide you Services.

Responsibilities (Obligations)

We agree to provide You the Services outlined in the Client Operations section for the term specified in the “Terms” section of the Signed Business Development Agreement.

For your project to be successful, You agree to provide copies of or access to necessary Client Materials regarding Your Company for Us to carry out the Services described in the Agreement.

Modification of Services

Due to market trends and to provide the best possible solution to Your Company, we may modify Your Services at any time to best suite Your project needs. During this time You may not cancel or terminate Services. You may cancel or terminate Services if the modification substantially lessens Your Service. We will provide you with a twenty (20) day notice in writing should a modification occur and You have thirty (30) days from the receipt of the notice to cancel Services without penalty. Should We not receive written communication in the above stated time frame, then we will move forward as your acceptance of the modification. You also acknowledge that if a modification is to occur We are not obligated to refund any fees previously paid for Our Services for making a change.

CRM Privileges

Our system integrates with a user friendly CRM that provides You access to up to date data. The CRM is be used solely by You. Please contact us in writing should You need access granted to parties outside your organization.

We may change, suspend or discontinue any access or use of the CRM for nonpayment, breach of these Terms and Conditions, engagement in any misuse, fraudulent, abusive or otherwise illegal activity.

You and its authorized users may not copy, reproduce, republish, upload, post, transmit, distribute, sell, publish, broadcast, circulate, data mine, or use any robot, spider, or other automatic device, or manual process, to monitor or copy the contents of the CRM or exploit the CRM for any commercial purpose except for Your use of the Services for their internal business purposes.

MARKETING

We understand anonymity; We will not reveal Your Company’s information for Our marketing efforts without Your written consent. This does includes specific Client information such as Client’s individual names, company name, address, city, state, phone number, or email addresses.

CONFIDENTIALITY

We acknowledge that all information provided by You may be confidential, proprietary, or affected by competitive sensitivity and will treat all of the information as confidential and may be disclosed to employees, consultants, parent company, and/or affiliates on a need-to-know basis only. With Your written request, We will return all copies of any written information, excluding billing data, Project Information and documentation which may be maintained by Us in accordance with its record retention practices and policies.

NON-SOLICITATION

During the term of Our relationship and for 3 months after termination of the Services, You may not solicit any existing Prospectary employee or contractor for the purpose of conducting sales or marketing for any entity or person other than Prospectary. You agree not to disrupt or interfere with the business relationship between Us and Our existing employees, vendors, and/or subcontractors.

INDEMNIFICATION - You shall indemnify, defend and hold Us and its affiliates and their respective employees, subcontractors, officers, directors, members, managers, shareholders, agents and affiliates (each an “Indemnified Party”) harmless from and against any and all claims, proceedings, actions, damages, costs, expenses and other liabilities and losses of whatsoever kind or nature (“Claims”) incurred by, or threatened, imposed or filed against, any Indemnified Party by a third party and arising from or related to (i) Client’s breach of any representations or warranties under these Terms and Conditions (including without limitation those contained in the Responsibilities section regarding any call list); (ii) Client’s breach of these Terms and Conditions; (iii) the marketing of Client’s products or services including, but not limited to, any claims in the Project Information approved or provided by Client; or, (iv) the manufacture, delivery, sale, or use of Client’s products or services. In no event shall Client settle, compromise or consent to the entry of any judgment, or otherwise seek to terminate any pending or threatened Claim, in respect of which the Indemnified Party is entitled to indemnification hereunder (whether or not the Indemnified Party is a party thereto), without the prior written consent of the Indemnified Party; provided, however, that the Client shall be entitled to settle any claim without the written consent of the Indemnified Party so long as such settlement (i) only involves the payment of money by Client; (ii) provides for an unconditional release in favor of the Indemnified Party; and (iii) in no way adversely affects any rights of the Indemnified Party.

LIMITATION OF LIABILITY – You agree that Our liability for any damages arising from Our performance of the Services (including the CRM) shall be limited to the actual fees paid by You for the services within the three (3) months. We shall not be liable to You or any other person or entity for any indirect, special, punitive, consequential or incidental damages of any kind whatsoever arising from any claim relating directly or indirectly to the services or the CRM, these terms and conditions and/or Scope of Work.

FORCE MAJEURE - Except for the payment of fees by You, if the performance of any part of the Services under these Terms and Conditions and/or Business Agreement by either party is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, acts of terrorism, or any other causes beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered, or delayed by such causes.

GOVERNING LAW - The laws of the State of Florida, excluding its conflicts-of-law rules, govern these Terms and Conditions and your use of the Services.

ARBITRATION - Except for disputes regarding non-payment by You of amounts due, the parties agree that any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration in Tampa, Florida, pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on any arbitration award may be entered in a court of competent jurisdiction. The arbitrator of any dispute or claim arising out of or relating to this Agreement shall not have the power to award injunctive relief. No claim subject to arbitration under this Agreement may be combined with a claim subject to resolution before a court of law. The arbitrability of disputes shall be determined by the arbitrator.

JURISDICTION/VENUE - The parties agree that the Superior Court or the State Court of Hillsborough County Florida shall be the sole and exclusive jurisdiction and venue for all actions to enforce an arbitrator’s decision, award, order or judgment or any claim arising out of or relating to the Services which is beyond the scope of the arbitration provisions. The parties hereby waive any objections or defenses to jurisdiction or venue in any such proceeding before such courts. If any legal action or other proceeding is brought for the enforcement of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.