CLIENT SERVICES AGREEMENT

1. Agreement Structure

This Client Services Agreement governs GTM services provided by botified, LLC to the client identified on the applicable invoice, order form, proposal, statement of work, or other written service confirmation. Each accepted invoice or order form is incorporated into this Agreement by reference.

The invoice or order form controls the client name, commercial terms, billing schedule, offer details, deliverables, guarantee terms, and any special conditions. This Agreement controls the general legal terms unless the invoice or order form expressly says otherwise.

2. Services and Scope

botified provides go-to-market services for AI consultants, service companies, tech companies, and founders. Services may include GTM strategy, ICP and offer work, outbound infrastructure, cold email outreach, LinkedIn outreach, CRM and pipeline setup, sales enablement, reporting, coaching, and related platform access.

The specific scope for a client engagement is the scope stated on the invoice or order form, together with the services described on botified's GTM services page when referenced by the invoice or order form.

Any material change to scope, deliverables, timeline, channel mix, targeting, or responsibilities must be agreed to in writing.

3. Client Responsibilities

Client will provide timely access, accurate information, calendar availability, approvals, product or service details, offer details, ICP input, and other cooperation reasonably needed for botified to perform the services.

Client is responsible for the truthfulness and legality of Client's product claims, service descriptions, pricing statements, case studies, testimonials, and other materials or instructions provided to botified.

Client is responsible for attending booked calls, pursuing opportunities in good faith, and handling fulfillment, delivery, contracts, and customer relationships for Client's own customers.

4. Fees, Billing, and Out-of-Scope Work

Fees, payment timing, billing cadence, implementation fees, included tools, and any approved discounts are stated on the applicable invoice or order form and are not restated in this Agreement.

Unless the invoice or order form states otherwise, invoices are due upon receipt. Late or failed payments may result in paused services until the account is current.

Requests outside the agreed scope require written approval through an invoice, order form, amendment, or change order before botified is obligated to perform that work.

5. 60-Day Qualified Call Guarantee

If the accepted invoice or order form includes a 60-day qualified call guarantee, botified will work with Client for sixty days from campaign go-live to generate at least three sales-qualified calls.

A sales-qualified call means a scheduled call with a prospect that fits the ICP criteria agreed in writing before campaign launch and is attended by the prospect. Calls may not be disqualified retroactively based on subjective fit, close likelihood, budget preference, or criteria not agreed before launch.

If botified does not deliver the guaranteed number of sales-qualified calls during the guarantee period, Client's sole remedy is the refund stated on the invoice or order form. If the invoice or order form states the refund as the first month fee plus a percentage premium, that refund is calculated from the first month service fee actually paid by Client.

The guarantee does not apply, and the guarantee period may be paused or voided, if performance is materially affected by Client delays, incomplete access, late approvals, unavailable calendars, missed client-side sales calls, paused campaigns requested by Client, changes to the approved ICP or offer, non-payment, breach of this Agreement, or third-party platform restrictions outside botified's reasonable control.

6. Intellectual Property

Client owns Client data, Client content, and final custom deliverables created specifically for Client under an accepted invoice or order form, subject to full payment.

botified retains ownership of its pre-existing materials, tools, templates, methods, workflows, prompts, systems, know-how, platform, enrichment processes, outreach infrastructure, and reusable GTM frameworks.

To the extent a deliverable includes botified retained materials, botified grants Client a non-exclusive, non-transferable license to use those materials internally for Client's business.

7. Confidentiality and Data

Each party will protect non-public business, technical, financial, customer, and operational information received from the other party and will use it only as needed to perform or receive the services.

botified may use trusted third-party platforms, software, contractors, and service providers to deliver the services, provided they are used for legitimate service delivery and business operations.

Upon written request after termination, each party will return or destroy the other party's confidential information, except for archival copies retained for legal, security, accounting, or compliance purposes.

8. Third-Party Platforms

The services may rely on third-party platforms such as email providers, domain registrars, CRM systems, calendar tools, enrichment tools, outreach platforms, LinkedIn, and analytics providers.

botified is not responsible for outages, policy changes, rate limits, deliverability changes, account suspensions, platform restrictions, or other actions taken by third-party providers. botified will use commercially reasonable efforts to work around or remediate platform issues that affect active services.

9. Compliance and Indemnity

Each party will comply with laws and regulations applicable to its own business and obligations under this Agreement.

Client will defend and indemnify botified from claims arising from Client's products or services, Client-approved claims or outreach language, Client's targeting instructions, Client's customer relationships, or Client's breach of this Agreement.

botified will defend and indemnify Client from third-party claims arising solely from botified's gross negligence, willful misconduct, or unauthorized use of Client confidential information.

10. Termination

The service term, minimum commitment, renewal cadence, cancellation rights, and final billing obligations are stated on the invoice or order form.

Either party may terminate for material breach if the breach is not cured within ten business days after written notice. Amounts owed for services already performed, active billing periods, approved expenses, and agreed final invoices remain due.

Except for an expressly applicable guarantee refund, fees already paid are non-refundable and no partial-month credits are provided unless required by law or expressly agreed in writing.

11. Disclaimers and Limitation of Liability

Except for an express guarantee stated on an invoice or order form, botified does not guarantee closed revenue, specific reply rates, specific conversion rates, platform deliverability, or any particular business outcome.

Services are provided as-is and as-available. To the maximum extent permitted by law, botified disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages. botified's total liability arising from an engagement will not exceed the fees paid by Client to botified during the three months immediately preceding the claim.

12. Non-Solicitation and Non-Replication

During the engagement and for twelve months after it ends, Client will not knowingly solicit, recruit, hire, or engage botified personnel who worked on the engagement without botified's written consent.

Client may not reverse engineer, resell, commercialize, or replicate botified's proprietary outreach systems, SOPs, prompts, enrichment processes, workflows, templates, or GTM infrastructure for use as a competing service.

13. General Terms

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. Venue for disputes will be in the state or federal courts located in Palm Beach County, Florida, unless the parties agree otherwise in writing.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, government action, labor disruption, internet or utility failures, platform outages, or third-party restrictions.

If any provision is unenforceable, the remaining provisions remain in effect. This Agreement, together with the applicable invoice, order form, statement of work, and written amendments, is the entire agreement for the engagement.