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Terms of Service:

BACKGROUND:

  1. The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to the Client.
  2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

  1. Services Provided
    1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
    2. Fulfill the scope of work described in this proposal
    3. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
  2. Term
    1. The term of this Agreement (the “Term”) will begin on the date this Agreement is accepted and signed and will remain in full force and effect until the completion of the Services, or may be subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
      1. If the (3 Month) option is selected in this document, the term of the agreement is 90 days from the campaign launch date.

        1. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide fifteen (15) days’ written notice to the other Party.

        2. If the client wishes to terminate this agreement prior to the completion of services, that party agrees to waive the guarantee and is not entitled to a refund.
  3. Performance and Best Endeavour
    1. The Parties must use their best endeavours and do all things necessary or desirable in order to satisfy the conditions and stipulations in this Agreement.
    2. The Parties must keep each other informed of any circumstances which may result in the conditions and stipulations in this Agreement not being satisfied.
  4. Currency
    1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
  5. Compensation
    1. If a (3 Month) monthly payment package is selected, the setup fee (outlined above) plus the first-month payment of whatever package was selected will be payable by the Client immediately and client will be automatically billed the monthly rate of the package(s) selected each 30 days thereafter.
    2. Invoices submitted by the Contractor to the Client are due immediately, and the provisions in this Agreement about Termination shall apply accordingly.
  6. Lead Definitions:
    1. Client agrees to the definitions as outlined in the attached scope of work in this proposal.

    2. The following definitions are defining “Qualified Leads” under the Terms of this Agreement.

      1. LinkedIn:

        1. A booked phone call; or

        2. A positive reply to a message (respond to message ready to book a meeting or speak with you, ask a product/service-related question or otherwise demonstrate actual interest by engaging positively with the messages we send.

      2. Email:

        1. A booked phone call; or
        2. A positive reply to a message (respond to message ready to book a meeting or speak with you, ask a product/service-related question or otherwise demonstrate actual interest by engaging positively with the messages we send.
  7. Mutual Non-Disclosure
    1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
    2. Both the Contractor and Client agree that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Parties has obtained, except as authorized by the other Party or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
    3. All written and oral information and material disclosed or provided by either the Client and the Contractor to the other Party under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the other Party.
  8. Payment Method
    1. When paying by credit or debit card, Client represents and warrants to Sales Key LLC that such information is, and will be maintained as, true, complete, accurate, and up to date, and that Client is authorized to use such payment instrument. Client agrees to pay and hereby authorizes Sales Key LLC to charge Client’s payment instrument in advance on a periodic basis in accordance with the terms set forth in this Agreement until Client terminates Client’s account in accordance with this Agreement.
  9. Ownership of Intellectual Property
    1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of Intellectual Property by the Client will not be restricted in any manner.
    2. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
  10. Capacity/Independent Contractor
    1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
  11. Notice
    1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
      1. {{ clientFirstName }} {{ clientLastName }} of {{ clientBusiness }}
        {{ clientEmail }}
        ______________________________
      2. Sales Key LLC DBA SalesKey or b2bsaleskey.com
        support@b2bsaleskey.com
    2. or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
  12. Indemnification
    1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  13. Disclaimer
    1. Client agrees and acknowledges they have fully read and understood all applicable terms and guidelines regarding LinkedIn’s terms and conditions.
  14. Additional Clause
    1. Client agrees to allow Sales Key to use images, case studies, and statistics as they relate to this project as part of Sale Key’s public portfolio.
    2. Liability of this relationship is limited to the total contract value as selected in the above proposal.
    3. Contractor is not liable for any email deliverability challenges.
    4. Client understands that technical challenges may occur that are not in control of the Contractor.
    5. Client agrees that Contractor is not liable for delays or inabilities to deliver service including, but not limited to: 1. Shutdown or alterations of any major platforms or 3rd party software including, but not limited to Linkedin, or any email marketing software.
  15. Delays and Modifications of Service
    1. Any delays or modifications in service caused by either Client or Contractor will constitute an extension of the service terms with a maximum of a 10-day extension on the service terms of this contract.
      1. Any excessive delays or modifications (more than 3 in any 30 day period) by the client that delay the campaign beyond 10 days will be subject to a voided guarantee.
    2. Any modifications to a campaign or terms will be agreed upon in writing via email and will serve as legally binding modifications to this agreement.
  16. Term of Sale
    1. Client understands that all sales are final and non-refundable, and as such, client hereby waives any rights to chargeback any purchase made under this Agreement with Client’s credit or debit card processor.
    2. Client understands that the payment instrument given to and processed by Contractor is equivalent to signed acceptance of this agreement.
    3. The only exception to this is if the specific conditions are met, that are outlined in the section “Action-Based Performance Guarantee”, otherwise all sales are final.
  17. Modification of Agreement
    1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  18. Time of the Essence
    1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  19. Assignment
    1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  20. Entire Agreement
    1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  21. Enurement
    1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
  22. Titles/Headings
    1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  23. Gender
    1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  24. Severability
    1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  25. Limitation of Liability and Warranties
    1. IN NO EVENT WILL CONTRACTOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, OR ANY OTHER PECUNIARY LOSS) SUFFERED RELATED TO COMPANY’S OBLIGATIONS UNDER THIS AGREEMENT OR FROM ANY OTHER CAUSE WHATSOEVER, WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, WARRANTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF CONTRACTOR TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION EXCEED THE AMOUNT ACTUALLY PAID TO CONTRACTOR UNDER THIS AGREEMENT BY CLIENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. 11.2. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, QUALITY, ACCURATENESS, PERFORMANCE, THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SERVICES AND/OR DELIVERABLES), EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. THE SERVICES, DELIVERABLES, AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CONTRACTOR DOES NOT WARRANT OR REPRESENT THAT THE SERVICES AND/OR DELIVERABLES WILL MEET CLIENT’S NEEDS. CLIENT ASSUMES  THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICES AND DELIVERABLES. CONTRACTOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OBTAINED WITH THE SERVICES AND/OR DELIVERABLES.
    2. EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER, OR EXCLUSION OF DAMAGES, IS EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT FROM ANY OTHER PROVISION, SINCE THOSE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES, AND WILL BE SEPARATELY ENFORCED.

  26. Governing Law, Competent Court, and Conflict Resolution

      1. This Agreement will be governed by and construed in accordance with the laws of the State of Florida and the court in that State will be competent to hear any claim that may arise out of this Agreement.

          1. Subject to the provisions of this Agreement regarding applicable law and competent court, Parties agree not to commence any legal proceeding with respect to any dispute that may arise out of this Agreement. Parties agree to take the following steps in the event of a dispute, conflict or disagreement (“Dispute”).

          2. The Party who claims first there is a Dispute will send the other Party a written notice setting out the nature of this dispute;

          3. The Parties will subsequently make an attempt to resolve the dispute through direct negotiation among the Parties, or by persons who have been assigned to resolve the dispute by means of direct negotiations;
          4. If the Parties are unable to resolve the dispute within fourteen (14) Business Days from the day of receipt of the notice referred to in subparagraph 1, the Dispute will be submitted to an independent person or institution that will deliver a non-binding opinion regarding the dispute;
          5. If the Parties are unable to resolve the dispute within ten (10) Business Days after receiving the non-binding opinion as described in the preceding subparagraph 3, the Dispute will be submitted to mediation or another alternative dispute resolution procedure agreed by the Parties.
  27. Waiver
    1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.