Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client" or "you") and WeProfitWhenYouDo, Inc. ("Company," "we," or "us") governing your use of the Company's lead reactivation services, website, and other related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on our website. Your continued use of our Services after such changes constitutes your acceptance of the updated Terms.

2. Description of Services

WeProfitWhenYouDo provides lead reactivation services designed to help businesses convert dormant leads into active customers. Our Services include:

• Analysis of Client's dormant lead database
• Development of targeted reactivation strategies
• Implementation of multi-channel reactivation campaigns
• Performance tracking and reporting
• Ongoing optimization of reactivation campaigns

The specific Services to be provided will be detailed in a separate Service Agreement between the Company and the Client.

3. Eligibility

To use our Services, you must:

• Be at least 18 years of age
• Have the legal authority to enter into these Terms on behalf of your business
• Not be prohibited from using our Services under applicable laws

By using our Services, you represent and warrant that you meet all eligibility requirements.

4. Accounts and Registration

To access certain features of our Services, you may be required to register for an account. When you register, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Promptly notify us of any unauthorized use of your account

We reserve the right to suspend or terminate your account if any information you provide is inaccurate, false, or no longer current, or if we have reasonable grounds to suspect that your account is being used in violation of these Terms.

5. Payment Terms

Our Services operate on a commission-based model, where we charge a percentage of the revenue generated from successfully reactivated leads. The specific commission rate and payment terms will be set forth in the Service Agreement between the Company and the Client.

Unless otherwise specified in the Service Agreement:

• Commissions will be calculated and invoiced on a monthly basis
• Payment is due within 15 days of invoice date
• Late payments may incur interest charges
• All fees are exclusive of taxes, which will be the Client's responsibility

We reserve the right to suspend Services for non-payment of fees after providing reasonable notice to the Client.

6. Client Data

To provide our Services, we require access to certain Client data, including but not limited to dormant lead information, contact details, and sales data. With respect to such data:

• You retain ownership of all Client data you provide to us
• You grant us a license to use, process, and analyze such data to provide the Services
• You represent and warrant that you have all necessary rights, permissions, and consents to share such data with us
• You acknowledge that we may anonymize and aggregate data for improving our Services and for analytical purposes

Our use and protection of Client data is further described in our Privacy Policy.

7. Confidentiality

Each party acknowledges that it may receive confidential information from the other party during the course of this agreement. Both parties agree to:

• Keep confidential information strictly confidential
• Use confidential information only for purposes of providing or using the Services
• Protect confidential information with the same degree of care used to protect their own confidential information
• Not disclose confidential information to any third party without prior written consent
• Promptly notify the other party of any unauthorized disclosure or use of confidential information

This confidentiality obligation survives the termination of the Services and these Terms.

8. Intellectual Property Rights

8.1. Company Intellectual Property. The Company retains all right, title, and interest in and to its technology, software, tools, systems, processes, methodologies, and other intellectual property used in providing the Services. Nothing in these Terms grants the Client any rights to the Company's intellectual property except for the limited right to use the Services as provided herein.

8.2. Client Intellectual Property. The Client retains all right, title, and interest in and to its trademarks, logos, and other intellectual property provided to the Company for use in connection with the Services. The Client grants the Company a limited, non-exclusive license to use such intellectual property solely for the purpose of providing the Services during the term of the engagement.

9. Representations and Warranties

9.1. Company Representations. The Company represents and warrants that:

• It has the full right and authority to provide the Services
• The Services will be performed in a professional manner consistent with industry standards
• It will comply with all applicable laws and regulations in providing the Services

9.2. Client Representations. The Client represents and warrants that:

• It has the full right and authority to enter into these Terms
• It has the legal right to provide the Client data to the Company
• All Client data complies with applicable laws, including data protection and privacy laws
• It will use the Services only for lawful purposes and in accordance with these Terms

9.3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability

10.1. Exclusion of Certain Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS OR INTELLECTUAL PROPERTY RIGHTS, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3. Exceptions. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. Nothing in these Terms excludes or limits liability which cannot be excluded or limited under applicable law.

11. Indemnification

11.1. Client Indemnification. The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's breach of these Terms
• The Client's violation of any applicable law or regulation
• The Client's use of the Services in a manner not authorized by these Terms
• The Client data or any materials provided by the Client

11.2. Company Indemnification. The Company agrees to indemnify, defend, and hold harmless the Client, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• The Company's breach of these Terms
• The Company's violation of any applicable law or regulation

11.3. Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification, cooperate with the indemnifying party in defending such claim, and allow the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the indemnified party's consent if such settlement would require any action or admission by the indemnified party.

12. Term and Termination

12.1. Term. These Terms commence on the date you first use our Services and continue until terminated in accordance with these Terms or the Service Agreement.

12.2. Termination by Client. The Client may terminate these Terms and the Services at any time by providing written notice to the Company, subject to any minimum term specified in the Service Agreement.

12.3. Termination by Company. The Company may terminate these Terms and the Services:

• If the Client breaches these Terms and fails to cure such breach within 30 days after receipt of written notice
• If the Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings
• As otherwise specified in the Service Agreement

12.4. Effect of Termination. Upon termination of these Terms:

• All rights granted to the Client under these Terms will immediately cease
• The Client shall pay all outstanding fees and commissions owed to the Company
• Each party shall return or destroy all confidential information of the other party
• The Company shall return all Client data in accordance with the Service Agreement

12.5. Survival. The following provisions will survive termination of these Terms: Payment Terms (to the extent of outstanding obligations), Client Data, Confidentiality, Intellectual Property Rights, Limitation of Liability, Indemnification, and any other provisions that by their nature are intended to survive termination.

13. General Terms

13.1. Entire Agreement. These Terms, together with the Service Agreement and Privacy Policy, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications, whether written or oral.

13.2. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

13.3. Dispute Resolution. Any dispute arising out of or related to these Terms shall be resolved through binding arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.4. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS.

13.5. No Assignment. The Client may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the Company. Any attempted assignment or transfer in violation of this provision shall be null and void.

13.6. Force Majeure. Neither party shall be liable for any delay or failure to perform under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

13.7. Notices. All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the address specified in the Service Agreement or such other address as either party may specify in writing.

13.8. Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

13.9. No Waiver. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

13.10. Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14. Contact Information

If you have any questions about these Terms, please contact us at: