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Outbound Blitz

Conquering Sales One Campaign At A Time

Master Service Agreement

Last updated: June 21, 2025

Master Services Agreement

This Master Services Agreement (this “MSA”) is entered into by and between Outbound Blitz, LLC (“Company,” “we,” “us,” or “our”) and the party that checks the MSA Acceptance box (“acceptance box”) and proceeds with payment (“Client,” “you,” or “your”). By subscribing to or using any of our services—whether Lead Generation (“Warm Lead Campaigns”), Appointment Setting, or Custom Campaigns—you agree to be bound by this MSA and any Addenda (Addendum A and/or Addendum B) that you have indicated acceptance of. If you do not agree, do not use or access our services.

1. DEFINITIONS

Unless the context otherwise requires, capitalized terms used herein have the following meanings:

  1. “Affiliate” means, with respect to a party, any entity that Controls, is Controlled by, or is under common Control with that party. “Control” (and its derivatives) means ownership of at least 50 percent of the voting interests or other indicia of beneficial ownership.
  2. “Addendum A” means the Appointment Setting Addendum, which sets forth the scope, fees, billing, and other terms that apply to Appointment Setting Services.
  3. “Addendum B” means the Custom Campaign Addendum, which sets forth the scope, fees, billing, and other terms that apply to Custom Campaign Services.
  4. “Agreement” means this MSA, including all signed Addenda (Addendum A and/or Addendum B) and any incorporated Client Onboarding Form or Statement of Work.
  5. “Appointment Setting Services” means the services described in Addendum A, including scheduling introductory meetings between your designated representatives and prospects, modifying outreach messaging, and related reporting.
  6. “Client Onboarding Form” means the online form (or equivalent) that you complete to provide information about your business, products or services, and target prospect attributes.
  7. “Confidential Information” means all nonpublic, proprietary, or confidential information disclosed by one party (“Discloser”) to the other (“Recipient”), whether in oral, written, electronic, or other form. It includes—but is not limited to—business plans, pricing, financial data, campaign templates, lead lists, customer data, and projections. Confidential Information does not include information that:
    • (a) is or becomes publicly available through no fault of Recipient;
    • (b) was rightfully known by Recipient prior to disclosure without any obligation of confidentiality;
    • (c) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligation; or
    • (d) is independently developed by Recipient without reference to Discloser’s Confidential Information.
  8. “Custom Campaign Services” means the services described in Addendum B, including campaign design, list building, copywriting, multi-channel outreach strategies (e.g. email, social media, phone, etc.), ongoing optimization, and appointment setting for leads generated by the campaign.
  9. “Effective Date” means:
    • (a) For a Warm Lead Subscription: the date on which you check the acceptance box and complete payment for that Subscription.
    • (b) For Appointment Setting or Custom Campaign Services: the date on which you check the acceptance box, complete payment for the applicable service, and indicate acceptance of the required Addendum (A or B).

      Only one Effective Date applies per Client engagement; if you purchase multiple services on different dates, each service’s effectiveness begins on that service’s Effective Date.
  10. “Enterprise Value” or “Purchase Consideration” means the total consideration paid or payable for the acquisition of a Lead, including cash, debt assumption, earnouts, equity, and any other form of consideration, whether contingent or non-contingent, as defined in the relevant transaction documents.
  11. “Fees” means all amounts you owe under this MSA, including any:
    • Recurring subscription fees (for Lead Generation or Appointment Setting), billed quarterly in advance;
    • One-time Setup Fees (for Custom Campaigns);
    • Monthly retainers (for Custom Campaigns), billed in advance;
    • Per-meeting fees (for Appointment Setting or Custom Campaigns);
    • Commissions (for Appointment Setting or Custom Campaigns);
    • Introduction fees (for Appointment Setting or Custom Campaigns); and
    • Any pre-approved, out-of-pocket expenses (e.g. travel).
  1. “Introduction” means any communication, meeting, or facilitated interaction—whether by email, phone, calendar invite, or in person—initiated or arranged by Company that reasonably results in the Client becoming aware of or engaging with a Lead.
  2. “Lead Generation” (sometimes called “Warm Lead Campaigns”) means our non-exclusive, industry-specific outbound outreach programs (email, phone, and/or social media) that generate contact information (“Leads”) for prospects who have expressed interest in a given software or service category, industry, merger, or acquisition.
  3. “Leads”means any third party introduced to or engaged with Client by Company, including but not limited to prospects generated through Lead Generation, Appointment Setting, or Custom Campaign Services. Leads include both Warm Leads and Qualified Leads, as defined below.
    • Warm Leads: Prospects who have expressed interest in learning more about a specific category of software or services (e.g. demo requests or initial virtual-meeting inquiries) but who have not been qualified against any Client-specific criteria (such as budget, company size, or buyer intent and urgency). Because they lack those additional filters, Warm Leads represent a less stringent categorization than Qualified Leads.
    • Qualified Leads: Prospects who do meet the specific criteria (e.g. company size, industry vertical, decision-maker title, geographic location, revenue thresholds, verified need) that Client provides in its Client Onboarding Form—as used in Appointment Setting or Custom Campaign Services.
  4. “M&A Preparation Fees” means any fees charged by Client to a Lead for services provided in preparation for a merger, acquisition, divestiture, or similar transaction.
  5. “M&A Success Fees” means any success-based compensation received by Client as a result of a completed merger, acquisition, divestiture, or other change-of-control transaction involving a Lead.
  6. “M&A Transaction” means any transaction involving the acquisition, sale, merger, or other transfer of ownership or control of a Lead introduced by Company, including asset purchases, stock sales, or other similar arrangements.
  7. “Meeting Scheduled” means a confirmed appointment—phone call, video conference, or in-person meeting—between a Client representative and a prospect, scheduled by us pursuant to Appointment Setting or Custom Campaign Services, and mutually accepted by the prospect. A Meeting Scheduled is considered “confirmed” only when both Client’s representative and the prospect have accepted a calendar invite.
  8. “Services” means, collectively, Lead Generation, Appointment Setting Services (Addendum A), and Custom Campaign Services (Addendum B), as applicable.
  9. “Statement of Work” (or “SOW”) means a separate written document that may accompany Addendum B, detailing campaign deliverables, timelines, performance metrics, or any negotiated exceptions or enhancements to the standard Addendum B terms.
  10. “Subscription” means your enrollment in:
    • Our Lead Generation program (Warm Lead Campaigns) via the website checkout, whereby you pay a recurring quarterly-billed Subscription for ongoing access to newly generated and existing directory Leads for a specific campaign; or
    • Our Appointment Setting Service via the website checkout (available only if you have an active Warm Lead Subscription), whereby you pay a fixed quarterly retainer in advance for Appointment Setting Services (in addition to any per-meeting fees and commissions).

      If you subscribe to multiple Warm Lead Campaigns, you must pay a Subscription fee for each campaign separately. However, one Appointment Setting Service subscription will cover all Warm Lead Campaigns you subscribe to.
  11. “Tail Period” means the period of time following the date of a Meeting Scheduled or Lead introduction during which any resulting transaction, contract, or acquisition will trigger the corresponding Commission or Introduction Fee. Tail periods are defined in the applicable Addendum.
  12. “Term” has the meaning set forth in Section 10.1.
  13. “Subscription Term” means the initial billing period for a Subscription (one calendar quarter) plus any renewal quarters as set forth in Section 4.1 and Section 10.1.
  14. “Third-Party Platform” means any CRM, email service provider (ESP), social-media platform, or any other external software or service that we use to deliver Services or sync data.

2. Acceptance of Terms

By checking the acceptance box and completing payment for any Service, you agree to be bound by all terms of this MSA and any Addenda you have accepted. If you do not agree, do not subscribe to or use our Services. Acceptance occurs when:

  • Warm Lead Subscription: You check the acceptance box and complete payment for the Warm Lead Subscription on our website.
  • Appointment Setting or Custom Campaign Service: You check the acceptance box, complete payment, and indicate your acceptance of the respective Addendum (Addendum A or Addendum B).

We may revise this MSA periodically. Updates will be posted on our website with a new effective date. Your continued use of our Services constitutes acceptance of the revised MSA. However, any signed Addenda will control in the event of a conflict and may only be amended by mutual written agreement.

3. Scope of Services

3.1 Lead Generation (Warm Lead Campaigns)

  1. Description: We run outbound campaigns (email, phone, and/or social media) targeting buyers of enterprise software and services, as well as other specified industry audiences.
  2. Purchase Options:
    1. One-Off Purchase: You may purchase a single, existing Warm Lead already displayed in our Leads Directory by paying a one-off flat fee at checkout. This does not create an ongoing Subscription—once you complete payment, you gain access to that single Lead record.
    2. Quarterly Subscription: You may subscribe to one or more Warm Lead Campaigns by paying a fixed monthly fee billed quarterly in advance (i.e. three months up front). A quarterly Subscription grants you access to all Leads (existing and new) that are displayed in that campaign’s Directory during the Subscription Term—subject to the three-month directory retention window described in Section 3.1.3. If you subscribe to multiple campaigns, you must pay a separate Subscription fee for each.
  3. Lead Access:
    • Leads Directory: All Leads (existing, historical, and newly generated) are displayed in our secure online Leads Directory. We send email notifications when new Leads are added, and we send Lead details to purchasers of one-off Lead purchases. However, Subscribers must log into the Directory to view Lead details. We do not deliver Lead details to Subscribers via email.
    • Directory Retention: Each Lead remains visible in the Directory for up to three (3) months from the date it was first added. After three months, the Lead is removed from the Directory.
    • One-Off Purchase Access: A one-off purchase gives you immediate access to that specific Lead record in the Directory. You do not gain Subscription access to other or future Directory entries.
    • Subscription Access: A quarterly Subscription gives you the right to view any Lead (historical or new) that is displayed in the Directory during your active Subscription Term, subject to the three-month retention window.
  4. No Exclusivity (Unless Specified): Unless otherwise agreed in writing (via a separate exclusivity addendum), all Warm Leads in a given campaign Directory may be visible and available to other Subscribers.

3.2 Appointment Setting (Addendum A)

If you subscribe to Lead Generation, you may upgrade to Appointment Setting by accepting Addendum A. Upon acceptance of Addendum A:

  1. Messaging Customization: We will incorporate messaging tailored to specific features or attributes found in your products or services into our existing Warm Lead outreach sequence—where feasible—to improve the likelihood of securing Meetings Scheduled.
  2. Scheduling: For each new Warm Lead that you classify as a Qualified Lead, we will use reasonable marketing and sales-outreach efforts (follow-up email, phone calls, social-media outreach, etc.) to schedule an introductory Meeting Scheduled between your designated representative(s) and the prospect.
  3. Deliverables:
    • We will send you calendar invites via email for each Meeting Scheduled.
    • We will hold a monthly status call to review Meetings Scheduled, discuss upcoming prospects, and address any adjustments needed.
  4. Billing: You will pay additional Fees—including quarterly retainer, per-meeting fees, and commissions—pursuant to Addendum A. You owe commissions on all sales made to any prospect introduced via a Meeting Scheduled, provided that the initial sale closes within 12 months of the date of that initial Meeting Scheduled. Commission applies to the total gross revenue received during the first 12 months of the resulting contract or purchase agreement with that prospect.

3.3 Custom Campaigns (Addendum B)

If you purchase a Custom Campaign, you must accept Addendum B (plus any attached SOW). Upon acceptance of Addendum B:

  1. Campaign Design & Execution: We will develop a cold email campaign and may, at our discretion, supplement it with social media, phone, or other outreach channels as needed. Channel selection and usage will be based on the ideal client profile and guidelines you have provided in your Client Onboarding Form. We will continually optimize these campaigns over time.
  2. List Building & Copywriting: We will identify and enrich target contact lists, craft campaign copy (email sequences, subject lines, etc.), and set up the campaign infrastructure.
  3. Appointment Setting (Included): Appointment Setting is included as part of Custom Campaign Services. We will use our own outreach and your provided materials to schedule Meetings Scheduled with Qualified Leads generated by the Custom Campaign.
  4. Deliverables: Typical deliverables include:
    • A single comprehensive campaign blueprint.
    • Lead lists (Name, Title, Company, Email, Phone) for target prospects that meet the criteria you provided.
    • Periodic collaboration calls (weekly or bi-weekly) to review performance metrics (e.g. open rates, lead responses, Meetings Scheduled, etc.), evaluate results, discuss strategy, and make adjustments as needed to optimize performance.
  5. Billing: You will pay a one-time Setup Fee, a monthly retainer (billed monthly in advance), per-meeting fees, and commissions on gross revenue—as specified in Addendum B and any attached SOW. You owe commissions on all sales made to any prospect introduced via a Meeting Scheduled, provided that the initial sale closes within 12 months of the date of that initial Meeting Scheduled. Commission applies to the total gross revenue received during the first 12 months of the resulting contract or purchase agreement with that prospect.

Precedence: If you initially subscribe to a Warm Lead campaign, then accept Addendum A (Appointment Setting), and later accept Addendum B (Custom Campaign), the terms in Addendum B will override any conflicting Appointment Setting or Warm Lead provisions. If you cancel Addendum B (in writing) but wish to continue Appointment Setting, you must (a) notify us in writing to discontinue Custom Campaign activities immediately, and (b) maintain or sign (as applicable) Addendum A to continue Appointment Setting under those terms.

4. Fees, Billing & Payment

4.1 Lead Generation Fees

  1. Quarterly Subscription: If you subscribe to a Warm Lead campaign, you pay a fixed monthly fee billed quarterly in advance via credit card. Your Subscription auto-renews at the start of each subsequent quarter unless cancelled via our website before the next billing date—no cancellation notice is required. Cancelled Subscriptions will terminate at the end of the then-current quarter—no refunds for any portion of the then-current quarter will be provided.
  2. One-Off Purchase: If you make a one-off purchase, you pay a one-off flat fee via credit card. This grants you one-time access to a specific existing Lead in the Directory; no further fees or renewals apply.
  3. No Refunds: All Fees paid are non-refundable—whether for a Subscription or a one-off purchase. All Sales are final.
  4. Multiple Campaigns: If you subscribe to multiple Warm Lead Campaigns, you must pay a separate Subscription fee for each campaign.

4.2 Appointment Setting Fees (Addendum A)

If you accept Addendum A, you agree to the following billing terms (detailed in Addendum A; summary below):

  1. Quarterly Retainer: You pay a quarterly retainer fee (equivalent to three months’ worth of monthly retainer) in advance via credit card on the first day of each quarter.
  2. Per-Meeting Fee: You pay a fixed dollar amount for each Meeting Scheduled. Invoices are issued monthly in arrears; payment is due within 30 days of invoice via credit card, ACH, or wire.
  3. Commission: You owe a commission—calculated as a percentage of gross revenue—for all sales made to any Lead for which we scheduled a Meeting Scheduled, provided that the initial sale, contract, or transaction closes within 12 months of that Meeting Scheduled. Commission is calculated on the total gross revenue received during the first 12 months of the resulting contract, purchase agreement, or M&A transaction with that Lead. This includes any M&A preparation or success fees arising from such Lead engagements. Commission invoices are issued monthly in arrears and are payable within 30 days via credit card, ACH, or wire transfer. These fees are subject to the applicable tail periods set forth in the relevant Addendum.
  4. Introduction Fee: You owe an introduction fee—calculated as a percentage of the total enterprise value or purchase consideration—if you complete an acquisition of a Lead introduced by us. This fee applies whether the transaction is structured as a merger, asset purchase, stock purchase, or any other change of control, and is payable upon closing. An 18-month tail applies from the date of the introduction. The applicable rate and terms are defined in the relevant Addendum. Introduction Fee invoices are issued upon closing and are payable within 30 days via credit card, ACH, or wire transfer.
  5. Late Payment: Any Fees not paid within 30 days will incur a $50 late fee plus interest at 1.5 percent per month (or the maximum rate permitted by law), whichever is lower.

4.3 Custom Campaign Fees (Addendum B)

If you accept Addendum B, you agree to the following billing terms (detailed in Addendum B and any attached SOW; summary below):

  1. Setup Fee: You pay a one-time, non-refundable Setup Fee upon acceptance of Addendum B.
  2. Monthly Retainer: You pay a monthly retainer—billed monthly in advance—via credit card, ACH, or wire.
  3. Per-Meeting Fee: For each Meeting Scheduled as part of Custom Campaign Services, you pay a fixed per-meeting fee. Invoices are issued monthly in arrears; payment is due within 30 days via credit card, ACH, or wire.
  4. Commission: You owe a commission—calculated as a percentage of gross revenue—for all sales made to any Lead for which we scheduled a Meeting Scheduled, provided that the initial sale, contract, or transaction closes within 12 months of that Meeting Scheduled. Commission is calculated on the total gross revenue received during the first 12 months of the resulting contract, purchase agreement, or M&A transaction with that Lead. This includes any M&A preparation or success fees arising from such Lead engagements. Commission invoices are issued monthly in arrears and are payable within 30 days via credit card, ACH, or wire transfer. These fees are subject to the applicable tail periods set forth in the relevant Addendum.
  5. Introduction Fee: You owe an introduction fee—calculated as a percentage of the total enterprise value or purchase consideration—if you complete an acquisition of a Lead introduced by us. This fee applies whether the transaction is structured as a merger, asset purchase, stock purchase, or any other change of control, and is payable upon closing. An 18-month tail applies from the date of the introduction. The applicable rate and terms are defined in the relevant Addendum. Introduction Fee invoices are issued upon closing and are payable within 30 days via credit card, ACH, or wire transfer.
  6. Late Payment: Any Fees not paid within 30 days will incur a $50 late fee plus interest at 1.5 percent per month (or the maximum rate permitted by law), whichever is lower.

4.4 Expense Reimbursement

You shall reimburse us for any pre-approved, out-of-pocket business expenses incurred in performing Appointment Setting or Custom Campaign Services (e.g., travel, third-party list purchases, conference fees, etc.). All such expenses must be approved in writing (including email). Reimbursable expenses will be invoiced monthly in arrears; payment is due within 30 days of invoice via credit card, ACH, or wire.

5. Delivery of Leads, Meetings & Client Obligations

5.1 Delivery of Leads

  1. Leads Directory & Dashboard:
    • Warm Lead Subscribers: All Warm Leads are displayed in our secure online Leads Directory. We send email notifications when new Leads are added. Subscribers must log into the Directory to view Lead details.
    • One-Off Purchases – Lead details are emailed to the purchaser and can be viewed in Purchase History on website.
    • Appointment Setting Clients: If you accept Addendum A, you can view Warm Leads in the Leads Directory. For Meetings Scheduled, meeting details will be emailed to you and you can view Leads in your Client Dashboard.
    • Custom Campaign Clients: Custom Campaign Clients do not have access to the Leads Directory unless you also subscribe to a Warm Leads Campaign. For Meetings Scheduled, meeting details will be emailed to you and you can view Leads in your Client Dashboard.
  2. No CSV Delivery: We will not transfer Leads via CSV attachments. You must log into the Directory or Dashboard to access Leads.
  3. Directory Access Termination: Warm Lead Subscribers lose access to the Leads Directory at the end of their then-current billing quarter. Appointment Setting Clients retain access to the Leads Directory only so long as they have an active Warm Leads Subscription.

5.2 Qualified Lead Disputes

  1. If you believe a Lead fails to meet the Qualified Lead criteria you provided in your Client Onboarding Form, you must notify us within five (5) business days of the Meetings Scheduled.
  2. If you do not dispute a Lead within five (5) business days, the Lead is deemed accepted, and any related per-meeting fees or commissions remain payable.
  3. If you dispute a Lead as not meeting the Qualified Lead criteria but nevertheless decide to take the Meeting Scheduled with that Lead, the Lead will automatically be deemed a Qualified Lead for all billing purposes, including per-meeting fees and commissions.
  4. If we agree that a Lead does not meet the criteria you provided, and you decide to not engage with the Lead, we will remove the Lead from your monthly invoice.

5.3 Delivery & Reporting for Appointment Setting & Custom Campaigns

  1. Calendar Invites & Email: For each Meeting Scheduled, we will send you an email containing the Lead details and a calendar invite via email.
  2. Monthly Status Call: We will hold a monthly call to review all Meetings Scheduled, upcoming prospects, and any strategy adjustments needed.
  3. No-Show / Confirmation: If your designated representative does not confirm availability more than 48 hours before a proposed Meeting Scheduled—when possible—you will still be charged the standard per-meeting fee. There is no separate “no-show” or “cancellation” fee beyond the per-meeting fee itself.
  4. Ongoing Scheduling (Custom Campaigns): Appointment Setting is included in Custom Campaign Services. We will continue to schedule Meetings for leads generated by your Custom Campaign for as long as Addendum B remains in effect.

5.4 Client Obligations

  1. Materials & Access: You must provide, in a timely manner:
    • A fully completed Client Onboarding Form, specifying your desired Qualified Lead criteria.
    • All brand guidelines, sales scripts, FAQs, compliance language, and other marketing collateral necessary for Appointment Setting or Custom Campaign Services.
    • For Appointment Setting and Custom Campaigns: calendar access for your designated representatives, an email account for Outbound Blitz’s staff to use when scheduling meetings with Leads, CRM integration details (if applicable), and any content needed to support multi-channel outreach.
  2. Compliance: You are solely responsible for ensuring that your use of Leads and any direct outreach you conduct (either via email, phone, or social media) complies with all applicable local, national, and international laws and regulations (e.g., CAN-SPAM, CASL, GDPR, CCPA, TCPA).
  3. Prohibited Uses of Leads: You may not resell, license, sublicense, transfer, distribute, publish, or otherwise disclose any Lead data to any third party—including your Affiliates, resellers, or competitors. Any such use is a material breach that may result in immediate termination of your access, with no refunds.
  4. Lead Follow-Up: You agree to contact and follow up with delivered Leads promptly and in accordance with industry best practices. For Appointment Setting, you must confirm your representative’s availability at least 48 hours before the proposed Meeting Scheduled, when possible; otherwise, the per-meeting fee still applies.

6. Intellectual Property

  1. Our Materials: All templates, software, tools, processes, and campaign assets—whether pre-existing or developed during the term of this MSA—remain our sole and exclusive property (collectively, “Provider IP”). Nothing in this MSA grants you any right or license to use, reproduce, modify, or distribute Provider IP, except as expressly provided below.
  2. Client Materials: You retain ownership of all content or data you provide to us (e.g., logos, brochures, buyer personas). By providing such materials, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display those materials solely to perform the Services.
  3. Leads & Work Product:
    • Warm Leads & Custom Campaign Leads: You are granted a non-exclusive, non-transferable right to use the Lead data that appears in the Leads Directory or your Dashboard solely for your internal sales and marketing purposes. You may not resell, license, sublicense, transfer, distribute, publish, or otherwise disclose any Lead data to any third party—including your Affiliates, resellers, or competitors.
    • Custom Campaign Work Product: All Work Product (e.g., campaign blueprints, scripts, email sequences, contact lists) created or used in connection with Custom Campaigns is and remains our exclusive property. You are purchasing access to the Leads and Meetings generated, not ownership of the underlying Work Product. No rights to the Work Product are granted or transferred, regardless of payment.
  4. License Back: You grant us a non-exclusive, royalty-free, worldwide, perpetual license to use anonymized, aggregated performance metrics (e.g., open rates, click-through rates, reply rates) for benchmarking, marketing, and system improvement, provided that no Confidential Information or personally identifiable data is disclosed.

7. Confidentiality & Data Protection

  1. Confidentiality Obligations:
    • Each party shall keep the other’s Confidential Information in strict confidence and shall not disclose it to any third party except as necessary to perform this MSA or as required by law.
    • Recipient shall protect Discloser’s Confidential Information using at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable standard of care.
    • These obligations survive for two (2) years after termination or expiration of this MSA.
  2. Permitted Disclosures: Recipient may disclose Confidential Information to:
    • Its employees, Affiliates, contractors, and agents (“Representatives”) who have a need to know and who are bound by confidentiality obligations at least as restrictive as these; or
    • To the extent required by applicable law or court order, provided Recipient gives Discloser prompt written notice (if legally permitted) and cooperates with Discloser’s efforts to seek a protective order or other remedy.
  3. Data Security Standards: We will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of any data we process on your behalf, including encryption at rest and in transit (where appropriate), access controls, and routine vulnerability assessments.
  4. Data Retention & Deletion: Upon termination or expiration of your Warm Lead Subscription or any Addendum, we will securely delete all copies of your Confidential Information from our active systems within thirty (30) days of your request to do so via email, except for archival backups, which we will delete as soon as practicable. We may retain aggregated, anonymized performance metrics indefinitely.

8. Representations, Warranties & Indemnification

8.1 Representations & Warranties

  1. By Company: We represent and warrant that:
    • We have all necessary rights, licenses, and authorizations to perform the Services.
    • We will perform the Services in a professional, diligent, and workmanlike manner, consistent with industry standards.
    • Our outbound email campaigns and other outreach comply with applicable anti-spam and data-privacy laws (e.g., CAN-SPAM, CASL, GDPR) to the best of our knowledge and using commercially reasonable efforts.
  2. By Client: You represent and warrant that:
    • You have the full right, power, and authority to accept this MSA and any Addenda and to provide any materials, data, or information required.
    • You own or have the necessary rights to any content or intellectual property you provide to us (e.g., logos, brochures), and that such content does not infringe any third party’s intellectual property or other rights.
    • You will comply with all applicable laws and regulations in your use of Leads, meetings, and any outreach you conduct.

8.2 Indemnification

  1. Client Indemnifies Company: You agree to defend, indemnify, and hold harmless Outbound Blitz and its Affiliates, officers, directors, employees, agents, and contractors (collectively, “Company Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
    • (a) Your breach of any representation, warranty, or obligation under this MSA (including nonpayment of Fees).
    • (b) Any materials or data you supply that infringe a third party’s intellectual property or other rights.
    • (c) Your use of any Lead data (or derived lists) in violation of applicable laws (e.g., telemarketing rules, data-privacy laws).
    • (d) Any misrepresentation or omission by you in your Client Onboarding Form that materially impacts the performance of Services.
  2. Company Indemnifies Client: We agree to defend, indemnify, and hold harmless you and your Affiliates, officers, directors, employees, agents, and contractors (collectively, “Client Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
    • (a) Our breach of any representation, warranty, or obligation under this MSA.
    • (b) Our gross negligence or willful misconduct in performing the Services, including any campaign that violates applicable anti-spam or data-privacy laws, if such violation is shown to be due solely to our actions.
  3. Indemnification Procedure: The indemnified party must:
    • (a) Promptly notify the indemnifying party in writing of any claim for which indemnification is sought.
    • (b) Allow the indemnifying party to control the defense and settlement of such claim, provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability.
    • (c) Cooperate reasonably in the defense as reasonably requested by the indemnifying party at the indemnifying party’s expense.

9. Disclaimers & Limitation of Liability

9.1 Disclaimers

  1. “As-Is” Basis: All Services are provided “as is” and “as available,” without any warranty of merchantability, fitness for a particular purpose, or non-infringement.
  2. No Sales Guarantees: We do not guarantee any specific number of Leads, Meetings Scheduled, or downstream sales.
  3. Third-Party Platforms: We make no representation or warranty regarding the availability or performance of any Third-Party Platform (e.g., CRM, email service provider) used in connection with the Services.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  1. Exclusion of Consequential Damages: Neither party shall be liable for any incidental, indirect, special, punitive, or consequential damages—including lost profits, lost revenue, lost goodwill, or lost data—arising out of or relating to this MSA, even if advised of the possibility of such damages.
  2. Aggregate Cap: Except for Client’s obligation to pay Fees, including any applicable sales commissions, per-meeting fees, and other variable charges, each party’s total aggregate liability for all claims under or related to this MSA—whether in contract, tort (including negligence), or otherwise—shall not exceed the total Recurring Subscription Fees or Monthly Retainers paid by Client to Company under this MSA during the three (3) months immediately preceding the event giving rise to liability.
  3. Exceptions: The foregoing limitations do not apply to liability arising from (a) a party’s gross negligence or willful misconduct; (b) a party’s indemnification obligations under Section 8.2; or (c) a party’s breach of its confidentiality obligations under Section 7.

10. Term, Renewal & Termination

10.1 Term & Renewal

  1. Warm Lead Subscription: Your Warm Lead Subscription commences on its Effective Date and continues for one calendar quarter (the “Subscription Term”), automatically renewing for successive quarterly periods unless you cancel via our website before the next billing date—no cancellation notice is required. Cancelled Subscriptions will terminate at the end of the then-current quarter—no refunds for any portion of the then-current quarter will be provided.
  2. Addendum A (Appointment Setting): If you accept Addendum A, its term begins on its Effective Date and continues for one calendar quarter, automatically renewing quarterly unless you terminate per Section 10.2 or per Addendum A. Appointment Setting services require an active Warm Lead Subscription. If your Warm Lead Subscription lapses (i.e. is not renewed and reaches the end of its current quarter), Appointment Setting services may be suspended at that time, even if your Appointment Setting term has remaining time. Appointment Setting Fees remain due for the full quarter in which service was provided prior to the Warm Lead lapse.
  3. Addendum B (Custom Campaign): If you accept Addendum B, its term will be defined in the Addendum B cover page or any attached SOW (Statement of Work). Unless otherwise stated in the Addendum or SOW:
    • The Initial Term of Addendum B is three (3) months starting on its Effective Date.
    • After the Initial Term, Addendum B automatically renews on a month-to-month basis unless either party provides written notice of non-renewal at least fifteen (15) days prior to the start of the next monthly period.
    • If Addendum B is structured as a fixed-duration campaign with no auto-renewal, such terms will be explicitly stated in the SOW and govern accordingly.

The “Term” of this MSA is the period during which at least one service (Warm Lead Subscription, Addendum A, or Addendum B) remains in effect.

10.2 Termination for Convenience

  1. Warm Lead Subscription: You may stop renewal (i.e., allow your Subscription to lapse) by cancelling via our website before the next billing date—no cancellation notice is required. Cancelled Subscriptions will terminate at the end of the then-current quarter—no refunds for any portion of the then-current quarter will be provided.
  2. Addendum A (Appointment Setting): You may terminate Addendum A for convenience at any time by notifying us in writing and cancelling via our website before the next billing date; termination takes effect at the end of your then-current quarter. If your Warm Lead Subscription lapses (i.e., reaches the end of a non-renewed quarter), Appointment Setting may be suspended at that time. No refunds will be issued for any remaining portion of the Appointment Setting quarter if Warm Lead service lapses.
  3. Addendum B (Custom Campaign): You may terminate Addendum B at any time after the Initial Term by providing fifteen (15) days’ written notice. If your Addendum B includes a fixed-duration campaign, early termination may be subject to a termination fee or payment of remaining Fees through the stated end date, as specified in the SOW.

    You remain responsible for all accrued and unpaid Fees—including Setup Fees, monthly retainers, per-meeting fees, commissions, and reimbursable expenses—incurred through the effective date of termination. Commission obligations on sales from Meetings Scheduled prior to termination remain in effect for twelve (12) months following each applicable introduction.

10.3 Termination for Cause

Either party may terminate this MSA (or any individual Addendum) immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within 30 days of receiving written notice specifying the breach.

10.4 Effect of Termination

  1. Access & Deletion:
    • Lead Access: If your Warm Lead Subscription ends, you will lose access to the Leads Directory at the end of your then-current quarter; you will not have any rights to Leads, Directory content, or historical data thereafter.
    • Appointment Scheduling: If you have an active Appointment Setting agreement (Addendum A), we will continue scheduling Meetings for any Warm Leads generated through the end of your then-current quarter, provided your Warm Lead Subscription remains active.
    • If your Warm Lead Subscription lapses but your Appointment Setting subscription remains active, we may, at our discretion, continue to schedule Meetings for remaining or future leads. Any such Meetings Scheduled will remain subject to applicable per-meeting fees and commissions, unless you expressly instruct us in writing to discontinue Appointment Setting immediately.
    • Custom Campaign Materials: If you terminate Addendum B, you may lose access to all campaign materials, analytics, Work Product, and Dashboard entries not already delivered to you.
    • Data Deletion: Within 30 days after all your active services end, we will securely delete all copies of your Confidential Information from our active systems upon receiving request by email, except for archival backups, which we will delete as soon as practicable. We may retain aggregated, anonymized performance metrics indefinitely.
  2. Outstanding Fees:
    • If you have both an active Warm Lead Subscription and Appointment Setting agreement (Addendum A), you remain responsible for all per-meeting fees and commission obligations on any Leads generated or Meetings Scheduled through the end of your then-current quarter—unless you instruct us (in writing) to cease Appointment Setting immediately.
    • You remain liable for commissions on all sales made to any Lead for which we scheduled a Meeting Scheduled, provided that the initial sale closes within twelve (12) months of the date of that initial Meeting Scheduled. Commission applies to the total gross revenue received during the first twelve (12) months of the resulting contract or purchase agreement with that prospect—regardless of your continued engagement with us, or whether the sale is completed through alternative channels or third parties.
    • For Addendum B (Custom Campaigns), you owe any unpaid Setup Fees, retainers, per-meeting fees, commissions, and reimbursable expenses incurred through your effective termination date, in accordance with Addendum B and any attached SOW.
  3. Survival of Transaction-Based Fees: For the avoidance of doubt, your obligation to pay (i) Commission on any sales, M&A preparation fees, or success fees, and (ii) Introduction Fees on any acquisition of a Lead, survives termination or expiration of this MSA or any Addendum. These obligations remain enforceable through the end of each applicable Tail Period (twelve (12) months for Commission; eighteen (18) months for Introduction Fees), regardless of transaction structure, payment channel, or whether the transaction is completed through a third party.
  4. Surviving Provisions: Sections 1 (Definitions), 6 (Intellectual Property), 7 (Confidentiality & Data Protection), 8 (Indemnification), 9 (Disclaimers & Limitation of Liability), 10 (Term, Renewal & Termination), 11 (Miscellaneous), and any other provisions that by their nature survive termination shall remain in effect.

11. Miscellaneous

  1. Notice of Changes to This MSA: We may update this MSA by posting a revised version on our website. If we make material changes, we will provide at least 30 days’ prior notice (e.g. email or dashboard notification). Your continued use of our Services after the effective date of any revision constitutes your acceptance of the revised MSA.
  2. Amendment of Addenda: No amendment to Addendum A or Addendum B is valid unless in writing and signed by both you and us. The requirement for a signed writing applies only to Addenda; the main MSA may be updated as described above.
  3. Governing Law & Dispute Resolution:
    • Governing Law: This MSA (including all Addenda) is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles.
    • Arbitration: Any dispute, claim, or controversy arising out of or relating to this MSA (including breach, termination, enforcement, interpretation, or validity) shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be Suffolk County, Massachusetts. Judgment on the arbitration award may be entered in any court having jurisdiction. Each party bears its own attorneys’ fees and costs, unless the arbitrator awards otherwise.
    • Injunctive Relief: Notwithstanding the foregoing, either party may seek preliminary or injunctive relief in any court of competent jurisdiction to protect its Intellectual Property or Confidential Information.
  4. Entire Agreement: This MSA—including any Addenda you have accepted (Addendum A and/or Addendum B), any Client Onboarding Form, and any incorporated SOW—constitutes the entire agreement between you and us concerning the Services and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written. If any provision of this MSA or any Addendum is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to reflect the parties’ original intent as closely as possible. For the avoidance of doubt, Commission and Introduction Fee obligations under this Agreement apply regardless of transaction structure or deal channel, and survive the termination of this Agreement for the duration of any applicable Tail Period.
  5. Waiver: No waiver of any term or condition of this MSA shall be deemed a further or continuing waiver of such term or condition or any other term or condition. A party’s failure to enforce any right hereunder shall not constitute a waiver of that right.
  6. Force Majeure: Neither party is liable for any failure or delay in performing its obligations under this MSA (other than payment obligations) if caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, labor disputes, governmental actions, pandemics, or other force-majeure events. The affected party must promptly notify the other in writing and use commercially reasonable efforts to resume performance as soon as practicable.
  7. Assignment: You may not assign or transfer your rights or obligations under this MSA (or any Addendum) without our prior written consent. We may assign or delegate our rights and obligations under this MSA to any Affiliate or in connection with a merger, acquisition, or sale of substantially all our assets, provided that the assignee assumes all obligations hereunder.
  8. Relationship of Parties: Nothing in this MSA creates a partnership, joint venture, agency, or employment relationship between us. We are an independent contractor; neither we nor our employees or contractors are your agents or employees.
  9. Severability: If any provision of this MSA is held invalid or unenforceable, such provision shall be stricken and replaced by a valid, enforceable provision that most closely reflects the parties’ original intent. The remaining provisions shall remain in full force and effect.
  10. Non-Solicitation: During the Term of this MSA—and for a period of 12 months after its termination—neither party shall (a) solicit for employment any employee, contractor, or consultant of the other party who is involved in providing or receiving the Services; or (b) induce or attempt to induce any such person to terminate or breach their relationship with the other party. This provision does not apply to general solicitations of employment that are not specifically targeted at the other party’s personnel.

ADDENDUM A (“Appointment Setting Addendum”) and ADDENDUM B (“Custom Campaign Addendum”) are separate documents that must be accepted (via checkbox and signature) by Client at the time of purchasing or upgrading to those Services.