Last Updated: January 16th, 2026
These Service Agreement Terms & Conditions (the "Service Terms") govern all programs, services, outbound marketing campaigns, cold email infrastructure, lead generation, consulting, and related offerings provided by ProfitPathSavings, LLC, d/b/a ProfitPath Growth Partners ("ProfitPath," "Company," "Service Provider," "we," or "us"), a Delaware limited liability company, to you ("Client," "you"). These Service Terms are legally binding. By signing a Master Services Agreement ("MSA"), Statement of Work ("SOW"), or by enrolling in, purchasing, or using any ProfitPath service, you agree to be bound by these Service Terms in their entirety.
These Service Terms, together with your Master Services Agreement, Statement(s) of Work, Acceptable Use Policy, Privacy Policy, and any product-specific addenda (collectively, the "Agreement") form the entire contract between you and ProfitPath. In the event of a conflict, the applicable SOW or product-specific addendum controls for that specific service; otherwise, these Service Terms control.
IMPORTANT: THESE SERVICE TERMS CONTAIN MANDATORY BINDING ARBITRATION, A CLASS ACTION WAIVER, LIQUIDATED DAMAGES PROVISIONS, A PERSONAL GUARANTEE OF PAYMENT, AND A WAIVER OF JURY TRIAL. PLEASE READ SECTIONS 8, 9, 10, AND 18 CAREFULLY.
1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with such Party.
1.2 "Agreement" means these Service Terms and all incorporated addenda, policies, MSAs, and SOWs, collectively.
1.3 "Client" means a business customer that purchases or uses ProfitPath Services.
1.4 "Client Content" means any data, materials, logos, trademarks, prospect lists, messaging, branding assets, or other content supplied by Client for use in the Services.
1.5 "Confidential Information" means all non-public information disclosed by one Party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, pricing, customer lists, prospect databases, technical data, methodologies, campaign strategies, financial information, and trade secrets.
1.6 "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity.
1.7 "Deliverables" means the work product expressly identified in an SOW to be delivered to Client, including but not limited to campaign copy, email infrastructure, lead lists, reports, strategy documents, and campaign analytics. Deliverables do not include drafts, intermediate versions, or unused concepts unless explicitly stated in the applicable SOW.
1.8 "Fees" means the compensation payable by Client for Services as set forth in an SOW or MSA.
1.9 "Intellectual Property Rights" means all worldwide: (i) patents and patent applications; (ii) copyrights and copyrightable works (including computer programs), and registrations and applications therefor; (iii) mask works and registrations and applications therefor; (iv) trade secrets, know-how, and proprietary processes; (v) trademarks, service marks, trade names, trade dress, domain names, and registrations and applications therefor; and (vi) all other intellectual property and proprietary rights, and forms of protection of a similar nature anywhere in the world.
1.10 "Pre-Existing IP" means any Intellectual Property owned, created, or licensed by a Party prior to the Effective Date or developed independently of the Services.
1.11 "Services" means the marketing, outbound outreach, cold email infrastructure, lead generation, campaign
management, LinkedIn outreach, consulting, and related services described in an SOW. Service Provider's role is limited to technical email infrastructure, delivery, messaging strategy, and general marketing support. Service Provider does not participate in investment decisions, client suitability determinations, or securities transactions.
1.12 "Service Provider Tools" means ProfitPath's proprietary methodologies, processes, templates, software, know-how, email infrastructure, sending domains, inbox accounts, warmup systems, prospect databases, and campaign frameworks, including any improvements or derivatives thereto, whether or not embodied in the Deliverables.
1.13 "SOW" means a mutually executed Statement of Work, work order, or similar ordering document that (a) expressly references this Agreement and (b) describes the Services, Deliverables, Fees, timeline, and any additional terms applicable to a specific engagement.
2.1 You represent and warrant that you are enrolling in or purchasing Services solely for business or commercial purposes and not for personal, family, or household use.
2.2 You agree that this Agreement constitutes a business-to-business (B2B) commercial transaction. To the fullest extent permitted by law, you waive any statutory cooling-off, rescission, or consumer-protection rights that apply only to consumer transactions, including but not limited to any rights under state "buyer's remorse" or distance-selling statutes.
2.3 If you intend to use the Services for personal (non-business) purposes, you must disclose that intent to ProfitPath in writing before enrollment. ProfitPath reserves the right to refuse service or offer different terms.
2.4 This Agreement is a commercial contract governed by the Federal Arbitration Act (FAA) and, to the extent not preempted, the laws of the State of Delaware.
3.1 SOW Process. Services will be performed only pursuant to one or more SOWs. Each SOW is governed by, and is subject to, the terms of this Agreement; in the event of a conflict, the SOW prevails only with respect to the specific conflict and solely for that SOW. No SOW is binding unless signed by authorized representatives of both Parties.
3.2 ProfitPath provides cold email outreach, outbound marketing, lead generation, campaign strategy, email infrastructure setup and management, LinkedIn outreach, SMS campaigns, messaging development, consulting, and related B2B services. Specific deliverables, timelines, sending volumes, and any performance commitments are defined in your SOW or MSA.
3.3 Kickoff & Ramp Period. Each SOW may include a kickoff period for strategy development, infrastructure setup, domain warmup, prospect list building, and onboarding. Deliverables and timelines may be contingent upon completion of the kickoff phase. No active outbound campaigns will run during the warmup period, and this period does not reduce the contractual term.
3.4 Campaign Discretion. Following initial campaign approval, ProfitPath may develop and deploy additional campaigns, messaging angles, subject line variations, and A/B tests consistent with approved strategy without requiring separate approval for each individual campaign variation.
3.5 Changes. Client may request changes to an SOW in writing. ProfitPath will promptly inform Client of any impact on scope, timeline, or Fees. Changes are not effective unless memorialized in a written change order signed by both Parties.
3.6 Timely payment and active cooperation are required to maintain access to Services and Deliverables. ProfitPath's obligations are contingent upon Client's fulfillment of its own obligations, including but not limited to providing timely approvals, feedback, branding materials, compliance disclosures, prospect lists, and attendance at scheduled strategy calls.
3.7 Milestone Acknowledgements. At defined checkpoints during the engagement (including but not limited to initial onboarding, strategy call completion, first campaign launch, infrastructure setup confirmation, and bi-weekly performance reviews), Client shall confirm receipt and satisfaction with delivered Services by responding to a written milestone acknowledgement. Failure to object in writing within five (5) business days of receiving a milestone acknowledgement constitutes acceptance of the applicable Deliverables.
4.1 Client will designate a single, knowledgeable point of contact ("Client POC") with authority to provide or obtain all approvals, information, and assets reasonably required for the Services.
4.2 Client will: (i) provide complete and accurate materials, data, branding assets, and access credentials reasonably requested by ProfitPath; (ii) review Deliverables and provide consolidated feedback within three (3) business days (or five (5) business days if specified in the SOW); (iii) obtain all necessary third-party consents or licenses for Client-provided content; and (iv) provide necessary branding materials, disclaimers, and compliance disclosures.
4.3 Delays or deficiencies in Client's performance may result in schedule or Fee adjustments. Failure on the Client's part to respond or cooperate in good faith may be deemed a material breach of this Agreement. Client acknowledges that delays in providing feedback may result in work suspension.
4.4 Regulatory Compliance. Client is solely responsible for: (x) the legality and regulatory compliance of the content, claims, and offers it directs ProfitPath to disseminate; and (y) any required consumer disclosures (including those mandated by the FTC, FDA, SEC, or similar authorities). All investment-specific content, including projected returns, performance data, and investment claims, must be pre-approved by Client's appropriate licensed professional. ProfitPath acts solely as a communication conduit and makes no representations regarding the accuracy or compliance of such content.
4.5 Securities Representations. Client further represents and warrants that: (i) it will conduct all securities offerings through properly licensed broker-dealers; (ii) all marketing materials and communications will comply with applicable securities laws and regulations; (iii) it has obtained proper legal counsel regarding securities law compliance; and (iv) it will not use ProfitPath's services for any unregistered or non-exempt securities offerings without proper regulatory compliance.
5.1 By clicking "Buy," "Enroll," "Subscribe," signing an SOW, MSA, or otherwise accessing Services, you accept these Service Terms regardless of whether you have separately reviewed this document.
5.2 ProfitPath may update these Service Terms upon thirty (30) days' written notice to the email address associated with your account or as specified in your SOW. Continued use of Services or failure to object in writing within the notice period constitutes acceptance. Material changes to arbitration or liquidated damages provisions will not apply retroactively to existing disputes.
6.1 Full Payment Obligation. You agree to pay all Fees as stated in your SOW or MSA. Payment plans are courtesy, interest-free installment financing. The full engagement cost is unconditionally due whether paid upfront or through installments. Non-use or reduced use of Services does not reduce or excuse payment obligations.
6.2 Fees. Client will pay the Fees set forth in each SOW. Reasonable, pre-approved out-of-pocket expenses incurred in performing the Services will be reimbursed by Client. Fees exclude federal, state, and local taxes, duties, and assessments, all of which are Client's responsibility, other than taxes on ProfitPath's net income.
6.3 Payment Authorization. By submitting payment information, you authorize ProfitPath to:
(a) Charge all Fees according to your payment schedule; (b) Retry failed payments up to three (3) times over ten (10) business days; (c) Charge alternative payment methods on file if the primary method fails; (d) Obtain updated payment information from your card issuer (e.g., new card numbers, expiration dates); (e) Add a $25 USD administrative fee for each failed payment attempt after the first retry.
6.4 Invoicing & Payment. Payment terms and schedules are as specified in the SOW. All undisputed amounts are due within three (3) calendar days of invoice date via ACH or wire transfer. Credit card payments are subject to an additional 3.3% processing fee.
6.5 Late Fees & Escalating Non-Payment Penalties. Client acknowledges that timely payment is a material obligation. To compensate ProfitPath for the administrative burden and financial harm caused by delinquent payments, the following escalating fee schedule applies:
1–15 days past due: 5% of the overdue amount
16–30 days past due: Additional 10% of the overdue amount
31–60 days past due: Additional 15% of the overdue amount + account and campaign suspension
61+ days past due: Full balance acceleration + default interest + referral to collections
Late fees are cumulative and compound with each missed payment cycle. All late fees constitute liquidated damages representing a reasonable pre-estimate of ProfitPath's administrative costs, cash-flow disruption, and resource diversion, and are not intended as penalties. Past-due amounts additionally accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law. ProfitPath may suspend Services for non-payment or after providing five (5) business days' written notice for material delays in Client cooperation.
6.6 Acceleration. If any payment is more than sixty (60) calendar days past due, or if Client fails to cure a payment breach within the applicable cure period under Section 14.6, ProfitPath may, at its sole option, declare the entire unpaid balance immediately due and payable ("Acceleration"). Upon Acceleration, the unpaid balance (inclusive of all accrued late fees) shall bear default interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less, from the date of Acceleration until paid in full.
6.7 Personal Guarantee. If Client is purchasing on behalf of a business entity, the individual executing the Agreement personally and unconditionally guarantees all payment obligations under this Agreement. This personal guarantee is irrevocable and survives any business closure, bankruptcy, dissolution, or change in ownership of the entity.
6.8 Right of Offset. ProfitPath may offset any amounts owed by Client against any amounts ProfitPath may owe Client under this Agreement, including any refunds, credits, or other payments.
6.9 Tax Consequences of Unpaid or Forgiven Debt. Client acknowledges that under Internal Revenue Code § 61(a)(12), any portion of a debt that is cancelled, forgiven, discharged, or settled for less than the full amount owed may constitute taxable income to Client, reportable on Client's federal and state income tax returns, regardless of whether Client receives an IRS Form 1099-C. Client is solely responsible for all tax obligations arising from any forgiven or settled debt. If ProfitPath cancels, writes off, or settles any portion of Client's outstanding balance, ProfitPath reserves the right — but is not obligated — to report such cancellation to the Internal Revenue Service on Form 1099-C or any successor form to the extent ProfitPath determines it is required or permitted to do so under applicable law. ProfitPath reserves the right to request a completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) from Client at any time, including but not limited to in connection with settlement negotiations or debt cancellation, and Client agrees to provide such form within ten (10) business days of request. This provision does not obligate ProfitPath to cancel or forgive any debt; all payment obligations remain in full force unless expressly waived in a signed written agreement.
6.10 Automatic Renewal. Unless otherwise specified in the applicable SOW, subscription-based services and recurring engagements renew automatically at the then-current rate unless cancelled before the renewal date by written notice to support@profitpathgrowthpartners.com or as otherwise specified in the SOW.
7.1 General No-Refund Policy. Due to the creative and infrastructure-intensive nature of the work, all Fees are non-refundable once a monthly cycle has begun or once infrastructure setup has commenced. This includes but is not limited to refunds for dissatisfaction with Services, change of mind, reduced sending volume, market conditions, or any other reason not explicitly stated in this Agreement or the applicable SOW. Except as expressly provided in this Section 7 or as required by applicable law, all fees are non-refundable.
7.2 Mid-Term Termination. If Client terminates during the Initial Term of any SOW for any reason other than ProfitPath's uncured material breach, Client shall remain liable for all Fees and committed costs for the remainder of the Initial Term. For the avoidance of doubt, if Client terminates this Agreement or any SOW mid-billing cycle, ProfitPath is under no obligation to continue providing Services for the remainder of that cycle. All Fees paid or payable for the current billing period are non-refundable, and ProfitPath may immediately cease work as of the termination effective date.
7.3 Exclusive Remedy. The provisions in this Section 7 are Client's sole and exclusive remedies for dissatisfaction with Services, to the fullest extent permitted by law.
8.1 Mandatory Pre-Dispute Resolution. Before initiating any chargeback, reversal, or payment dispute with your bank, card issuer, or payment processor, you must first contact ProfitPath at support@profitpathgrowthpartners.com and make a good-faith effort to resolve the issue directly. You agree to allow at least fifteen (15) calendar days for resolution before escalating.
8.2 Waiver of Chargeback Rights. You irrevocably waive any right to initiate a chargeback, reversal, or payment dispute with your bank, card issuer, or payment processor for any transaction under this Agreement, except in cases of verified unauthorized fraud (i.e., someone other than you or your authorized representative used your payment method without your consent). By entering into this Agreement, Client acknowledges that the Fees are non-refundable and that they waive any right to pursue a chargeback or reversal of the payment through their bank, credit card company, or any other payment provider.
8.3 Improper Chargeback as Material Breach. Any chargeback, reversal, or payment dispute initiated in violation of Section 8.1 or 8.2 constitutes a material breach of this Agreement. Any attempted chargeback shall be deemed a material breach, entitling ProfitPath to suspend Services and recover associated costs, including legal fees.
8.4 Liquidated Damages for Improper Chargebacks. Upon an improper chargeback, Client shall pay ProfitPath liquidated damages in the amount of three times (3×) the disputed amount, plus all costs of collection, arbitration, and enforcement (including reasonable attorneys' fees). No minimum dollar floor applies; the damages are proportional to the disputed transaction.
Reasonableness Recital: The parties acknowledge and agree that the actual damages from an improper chargeback are difficult or impossible to calculate at the time of contracting but include, without limitation: (i) Stripe and/or other payment processor processing and dispute fees ($15–$30 per dispute); (ii) potential placement in Visa/Mastercard chargeback monitoring programs (VAMP/ECM) with fines of $25–$50 per excess dispute; (iii) risk of payment processor account termination; (iv) administrative time and resources expended in responding to disputes (estimated 8–15 hours per incident); (v) diversion of resources from service delivery to other clients; (vi) reputational harm to ProfitPath's merchant profile; and (vii) legal and arbitration costs. The parties agree that the 3× multiplier represents a reasonable pre-estimate of probable loss proportional to the scope of the improper dispute and is not intended as a penalty.
8.5 Liquidated Damages for Reputational Harm. If Client engages in conduct constituting reputational harm to ProfitPath — including but not limited to publishing defamatory statements, false reviews, social media smear campaigns, filing false reports with regulatory agencies, posting misleading or fabricated claims about ProfitPath's services, or coordinating negative publicity — Client shall pay ProfitPath liquidated damages of Twenty-Five Thousand Dollars ($25,000 USD) per occurrence, plus all costs of enforcement, reputation management, and attorneys' fees.
Reasonableness Recital: The parties acknowledge that reputational harm to a digital services brand is exceptionally difficult to quantify but may include: (i) loss of prospective client conversions; (ii) costs of reputation management and monitoring services; (iii) diversion of management resources; (iv) damage to payment processor and advertising platform standing; (v) long-term brand dilution; and (vi) harm to ongoing client relationships. The parties agree that $25,000 per occurrence represents a reasonable pre-estimate of such losses.
8.6 Additional Remedies. In addition to the liquidated damages specified in Sections 8.4 and 8.5, ProfitPath may: (a) immediately suspend or terminate all Services without refund; (b) report the incident to payment processors, chargeback monitoring services, and fraud databases; (c) pursue collection activities for the full outstanding balance plus fees; (d) report fraudulent disputes to law enforcement; and (e) offset any amounts owed against any refunds, credits, or other payments.
9.1 Mutual Warranties. Each Party represents and warrants that it: (i) has full power and authority to enter into and perform under this Agreement; and (ii) will comply with all laws applicable to its performance.
9.2 Service Provider Warranty. ProfitPath warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. Client must notify ProfitPath in writing of any breach of this warranty within thirty (30) days of performance; ProfitPath's sole obligation and Client's exclusive remedy is re-performance of the non-conforming Services.
9.3 Disclaimer. EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND PROFITPATH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROFITPATH DOES NOT GUARANTEE ANY SPECIFIC BUSINESS RESULTS OR METRICS (E.G., LEADS, SALES, CONVERSIONS, REPLY RATES, MEETINGS BOOKED, OR REVENUE).
9.4 No Success Guarantees. ProfitPath expressly disclaims any guarantee of business success, income generation, revenue, leads, sales, appointments, meetings booked, reply rates, or conversions. Results depend on Client's offer, market conditions, industry, content quality, prospect list quality, Client's sales process, and numerous factors beyond ProfitPath's control.
10.1 By Client. To the fullest extent permitted by law, Client shall defend, indemnify, and hold harmless ProfitPath, its members, managers, officers, employees, contractors, agents, successors, and assigns from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Services; (b) Client's breach of this Agreement; (c) Client's violation of any law or third-party right; (d) any content Client creates, publishes, or directs ProfitPath to disseminate; (e) Client Content or Client's products or services; (f) any government investigation, legal action, or claim against Client's business; (g) any violations of federal or state securities laws, regulations, or rules arising from Client's activities or use of the Services; or (h) any use of the Deliverables outside the scope of this Agreement.
10.2 By ProfitPath. ProfitPath will defend Client against any third-party claim that the Deliverables, as delivered and used within the scope of this Agreement, infringe a U.S. copyright or trademark, and indemnify Client for resulting damages and reasonable attorneys' fees finally awarded or agreed to in settlement. If such Deliverables are held or likely to be infringing, ProfitPath may, at its expense and option, (i) procure the right for Client to continue using them, (ii) replace or modify them to make them non-infringing, or (iii) terminate the affected SOW and refund any prepaid, unused Fees. ProfitPath has no obligation under this section to the extent the claim arises from (x) Client Content, (y) combinations with items not provided by ProfitPath, or (z) Client's breach of this Agreement.
10.3 Procedure. The indemnified Party must promptly notify the indemnifying Party of the claim (failure to do so relieves the indemnifying Party of liability only to the extent prejudiced), give sole control of defense and settlement to the indemnifying Party, and provide reasonable cooperation at the indemnifying Party's expense.
10.4 Securities Disclaimer. SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SECURITIES LAW COMPLIANCE AND ASSUMES NO RESPONSIBILITY FOR CLIENT'S REGULATORY OBLIGATIONS.
10.5 This indemnification obligation survives termination of the Agreement.
11.1 EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS, (B) BREACHES OF CONFIDENTIALITY, (C) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (D) PAYMENT DEFAULTS OR CHARGEBACK VIOLATIONS, IN NO EVENT WILL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PROFITPATH UNDER THE SOW GIVING RISE TO THE CLAIM DURING THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.2 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.1 Pre-Existing IP. Each Party retains all right, title, and interest in and to its respective Pre-Existing IP.
12.2 Work Product. Upon Client's payment in full, ProfitPath hereby assigns to Client all right, title, and interest in and to the Deliverables (excluding Service Provider Tools and Retained Infrastructure, as defined below). ProfitPath grants Client a perpetual, worldwide, nonexclusive, royalty-free license to use Service Provider Tools solely as incorporated in the Deliverables for Client's own internal commercial use. For the avoidance of doubt, this license does not extend to, and Client receives no rights in, ProfitPath's email infrastructure, sending domains, inbox accounts, warmup systems, prospect databases, campaign frameworks, software, or any other technical assets used to produce or deliver the Deliverables ('Retained Infrastructure'), all of which remain the sole and exclusive property of ProfitPath.
12.3 Infrastructure Retention. ProfitPath retains ownership of all prospect lists, email domains, sending infrastructure, inbox accounts, warmup tools, and related technical assets created during Services, but may provide Client with copies of prospect lists upon reasonable request.
12.4 ProfitPath IP. All frameworks, methodologies, templates, scripts, software, email infrastructure, sending domains, prospect databases, campaign frameworks, and tools created by ProfitPath are proprietary and protected by intellectual property law. Client receives a limited, non-exclusive, non-transferable, revocable license to use ProfitPath materials solely for Client's internal business purposes during the term of the applicable SOW.
12.5 Client Content. Client retains ownership of original content it creates. Client grants ProfitPath a limited, non-exclusive license to edit, repurpose, and use Client Content for the purpose of service delivery under the SOW.
12.6 Third-Party Content. Client is responsible for securing necessary rights for any user-generated, testimonial, or any other content they provide. Client guarantees that all elements provided to ProfitPath for inclusion in the Services are either owned by Client or that Client has permission to use them. Client will hold harmless, protect, and defend ProfitPath and its owners and Affiliates from any claim or suit arising from the use of such elements.
12.7 Portfolio Use. ProfitPath may display anonymized or redacted versions of Deliverables (or screenshots thereof) in its portfolio, website, and marketing materials, provided no Client Confidential Information is disclosed. Client may opt out by written notice at any time.
12.8 Restrictions. Client may not resell or sublicense the content to third parties without prior written permission. ProfitPath shall not repurpose or resell Client-specific content.
12.9 Prohibition on Misuse. Unauthorized reproduction, distribution, resale, sublicensing, reverse engineering, or creation of derivative works from ProfitPath materials is strictly prohibited and constitutes a material breach entitling ProfitPath to immediate termination, injunctive relief, and damages.
13.1 Any incentives, discounts, or bonuses offered by ProfitPath are conditional upon compliance with any applicable addenda and these Service Terms.
13.2 Client grants ProfitPath a perpetual, worldwide, royalty-free license to use, edit, and publish Client's name, likeness, testimonials, case study data, and success metrics for marketing purposes, including case studies, advertisements, website content, and social media.
13.3 Non-Circumvention / Non-Solicitation. During the term of the Agreement and for twelve (12) months following completion or termination, Client shall not directly or indirectly solicit, hire, engage, or contract with any any ProfitPath employee, contractor, closer, SDR, copywriter, account manager, or specialist outside of ProfitPath's approved channels. Violation of this provision triggers liquidated damages as defined in any applicable addendum or, if not specified, actual damages plus reasonable attorneys' fees.
14.1 Obligations. Each Party (the "Receiving Party") will: (i) protect the other Party's Confidential Information using the same degree of care it uses to protect its own similar information, but no less than reasonable care; (ii) use such Confidential Information solely to perform or receive Services; and (iii) not disclose such Confidential Information to any third party except to its employees and contractors who have a "need to know" and are bound by written confidentiality obligations at least as protective.
14.2 Exclusions. Confidential Information does not include information that (i) is or becomes publicly available without breach; (ii) is independently developed without use of the other Party's Confidential Information; (iii) is received from a third party without restriction; or (iv) is required to be disclosed by law or court order (provided reasonable prior notice is given to allow protective measures).
14.3 Data Protection. ProfitPath will implement reasonable administrative, technical, and physical safeguards designed to protect Client data against unauthorized access, use, or disclosure and will promptly notify Client of any confirmed security breach involving Client data.
14.4 Proprietary Information. Client acknowledges that ProfitPath's methods, strategies, pricing structures, systems, processes, sending infrastructure, campaign frameworks, prospect databases, and contractor networks are proprietary and confidential. Client agrees not to disclose, share, or otherwise make available such confidential information to any third party except as necessary for Client's internal business use.
14.5 This confidentiality obligation survives termination of the Agreement for a period of three (3) years.
15.1 Initial Term. This Agreement commences on the Effective Date and continues until terminated as provided herein. The term of each SOW is as specified therein ("Initial Term") and, unless otherwise stated, automatically renews for successive quarterly periods (each, a "Renewal Term," and collectively with the Initial Term, the "SOW Term") unless either Party gives thirty (30) days' prior written notice of non-renewal. No termination for convenience shall be permitted during the Initial Term of any SOW.
15.2 Termination for Convenience. Following the Initial Term of an SOW, either Party may terminate such SOW (and this Agreement if no other SOWs are in effect) for any reason upon thirty (30) days' written notice. No termination for convenience shall be permitted during the Initial Term of any SOW.
15.3 Termination for Cause. Either Party may terminate this Agreement or any SOW, effective on written notice, if the other Party: (i) materially breaches this Agreement or the applicable SOW and fails to cure within fourteen (14) days after written notice; or (ii) becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
15.4 Termination by ProfitPath. ProfitPath may terminate this Agreement immediately and without liability if Client: (a) fails to comply with any material term; (b) engages in any activity violating the Acceptable Use Policy; (c) fails to make any payment when due; or (d) initiates an improper chargeback.
15.5 Cure Period. Material breaches require written notice. Payment breaches must be cured within fourteen (14) calendar days. All other breaches must be cured within fourteen (14) calendar days. Failure to cure within the applicable period constitutes grounds for immediate termination.
15.6 Mutual Termination. This Agreement may be terminated by mutual written agreement of both Parties.
15.7 Effect of Termination. Upon any termination: (i) Client will pay all Fees for Services performed and expenses incurred through the effective termination date; (ii) ProfitPath will deliver to Client any completed Deliverables for which Client has paid in full; and (iii) each Party will return or destroy the other Party's Confidential Information in its possession, except that each Party may retain one archival copy for legal compliance purposes.
15.8 Survival. Sections 6 (payment obligations and late fees), 8 (chargebacks and liquidated damages), 9 (representations and warranties), 10 (indemnification), 11 (limitation of liability), 12 (intellectual property), 13 (testimonials/non-circumvention), 14 (confidentiality), 16 (collection rights), 17 (non-solicitation/non-disparagement), 18 (dispute resolution and arbitration), 19 (governing law), and 22 (general provisions) survive termination of this Agreement.
16.1 Costs of Collection. In the event ProfitPath must pursue collection of any amounts owed, Client agrees to pay all costs and expenses of collection, including but not limited to: (a) reasonable attorneys' fees (minimum 33% of the outstanding balance or actual fees, whichever is greater); (b) court costs, filing fees, and arbitration fees; (c) skip-tracing and asset location costs; and (d) collection agency fees.
16.2 Credit Reporting. ProfitPath reserves the right to report delinquent accounts to business and consumer credit reporting agencies, to the extent permitted by law, after providing Client with at least thirty (30) days' written notice and an opportunity to cure.
16.3 Acceleration upon Default. Upon any event of default (including missed payment, improper chargeback, or material breach), ProfitPath may exercise its right of Acceleration under Section 6.6 and pursue all remedies available under this Agreement and applicable law, concurrently or sequentially.
17.1 Non-Disparagement. Neither Party will make any public statement that disparages or defames the other Party or its products or services, except as required by law. Any breach of this provision shall entitle the non-breaching party to immediate injunctive relief and recovery of actual damages and reasonable attorneys' fees.
18.1 Good-Faith Escalation. The Parties will attempt in good faith to resolve any dispute within thirty (30) days by escalation to their respective executive management. If the dispute remains unresolved after such thirty (30) day period, either Party may proceed to arbitration as set forth below.
18.2 Agreement to Arbitrate. The Parties agree to resolve all disputes arising out of or relating to this Agreement exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the FAA. This includes disputes regarding formation, interpretation, validity, enforceability, or breach of this Agreement or any incorporated document.
18.3 Seat / Venue. The arbitration shall be seated in Wilmington, Delaware, and conducted before a single neutral arbitrator experienced in commercial contracts. The arbitrator may, at ProfitPath's discretion, conduct proceedings remotely by video conference.
18.4 Delegation. Consistent with Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63 (2010), the arbitrator (not any court) shall have exclusive authority to resolve all gateway issues, including arbitrability, jurisdiction, and scope of this arbitration clause.
18.5 Individual Claims Only / Class Action Waiver. ALL ARBITRATION SHALL PROCEED ON AN INDIVIDUAL BASIS ONLY. CLASS, COLLECTIVE, CONSOLIDATED, AND REPRESENTATIVE ACTIONS ARE EXPRESSLY WAIVED AND PROHIBITED. The arbitrator may not consolidate claims or award relief for any person other than the individual party.
18.6 Fees & Attorneys' Fees. Each party shall initially bear its own arbitration costs. The prevailing party is entitled to recover reasonable attorneys' fees, arbitration fees, and all costs from the non-prevailing party, as determined by the arbitrator.
18.7 Small-Claims Option. Either party may bring an individual claim in a Delaware small-claims court (if within jurisdictional limits) as an alternative to arbitration.
18.8 Confidentiality. All arbitration proceedings, filings, evidence, and awards are strictly confidential, except as required for judicial enforcement or by applicable law.
18.9 Survival & Severability. This arbitration clause survives termination of the Agreement. If any portion (except the class-action waiver in Section 18.5) is found unenforceable, the remainder remains in effect. If the class-action waiver is deemed invalid, the entire arbitration clause is void, and exclusive jurisdiction shall reside in the state and federal courts of Wilmington, Delaware.
18.10 Injunctive Relief. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive relief from any court of competent jurisdiction to protect its Intellectual Property Rights, trade secrets, or Confidential Information, or to enforce payment obligations, without first resorting to arbitration and without waiving any right to arbitrate the underlying dispute.
18.11 Statute of Limitations. All claims must be brought within one (1) year after the claim first arises. Failure to bring a claim within this period constitutes a permanent waiver.
This Agreement, and any dispute or claim arising from or related to it (including non-contractual disputes), is governed by the Federal Arbitration Act and, to the extent not preempted, the laws of the State of Delaware, without regard to conflicts-of-law principles. Subject to Section 18, the state and federal courts located in Wilmington, Delaware will have exclusive jurisdiction, and the Parties irrevocably submit to such venue.
20.1 Unforeseen delays beyond ProfitPath's control, such as content provision delays from Client, email service provider disruptions, domain/IP reputation issues caused by external factors, or significant external disruptions (e.g., governmental restrictions, natural disasters), may impact project completion dates. In such instances, ProfitPath will make reasonable efforts to adhere to the original schedule and will communicate promptly with Client regarding the situation, expected impacts, and proposed adjustments to the timeline and/or Deliverables.
20.2 If delays are primarily due to Client's failure to provide required materials or feedback in a timely manner, ProfitPath may request an extension equivalent to the delay period, along with adjustments to the payment schedule to reflect the extended timeline.
21.1 Each Party will comply with all laws applicable to its activities under this Agreement.
21.2 Client represents that all contact data it provides has been collected and may be processed in accordance with applicable law.
21.3 Client is solely responsible for compliance with all applicable laws, including advertising, data protection, telemarketing, platform-specific rules, and securities regulations. All content Client publishes or directs ProfitPath to disseminate remains Client's sole responsibility.
ProfitPath may include Client's name and logo in its public client list. Client may revoke consent to publicity use at any time upon written notice, and ProfitPath will remove or cease new use of such materials within a commercially reasonable period.
Neither party shall be liable for delays or failure to perform its obligations under this Agreement if such delay or failure is caused by circumstances beyond reasonable control, including but not limited to natural disasters, cyberattacks, pandemic, government action, third-party platform outages, email service provider disruptions, domain/IP reputation issues caused by external factors, or changes in third-party platform policies. Both parties commit to promptly notifying the other of any such delays and will cooperate to find a reasonable solution to resume obligations under the Agreement.
24.1 Entire Agreement. These Service Terms, together with the MSA, SOW(s), and all incorporated addenda and policies, constitute the entire agreement between Client and ProfitPath, superseding all prior terms, versions, representations, and understandings. Amendments must be in writing and signed by both Parties.
24.2 No Reliance. Client acknowledges that it is not relying on any representation, warranty, or promise not expressly set forth in this Agreement. Client has independently evaluated the Services and has not been induced to enter into this Agreement by any statement not contained herein.
24.3 Independent Contractors. The Parties are independent contractors. Nothing creates an agency, joint venture, or partnership.
24.4 Assignment. Neither Party may assign this Agreement or any SOW without the other Party's prior written consent, except that either Party may assign this Agreement in its entirety without consent to its Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any prohibited assignment is void.
24.5 Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, or severed if modification is impossible, without affecting the validity of the remaining provisions. The Parties will substitute a valid provision that most closely reflects the Parties' original intent.
24.6 No Waiver. Failure by ProfitPath to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later.
24.7 Prevailing Party Fees. In any dispute or collection action, the prevailing party shall recover all reasonable costs and attorneys' fees.
24.8 Counterparts. This Agreement may be executed in counterparts (including electronic signatures), each of which is deemed an original, and together constitute one instrument.
All notices under this Agreement shall be in writing and sent to:
Client: The email address associated with Client's account or as specified in the SOW.
ProfitPath: support@profitpathgrowthpartners.com or ProfitPathSavings, LLC, 8 The Green, STE A, Dover, DE 19901.
Notices must be in writing and deemed given when (i) delivered personally, (ii) sent by a recognized overnight courier with written confirmation, or (iii) sent by email with confirmation of receipt, in each case to the address set forth in the SOW or as later designated. Email notice is deemed received on the date sent (provided no delivery-failure notification is received). Postal notice is deemed received three (3) business days after mailing.
Email: support@profitpathgrowthpartners.com Mail: ProfitPathSavings, LLC, 8 The Green, STE A, Dover, DE 19901
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