Terms and Conditions

These Master Terms and Conditions (“Terms”) govern the provision of services by TAM to Target, a North Carolina corporation (“TAM to Target,” “we,” “us,” or “our”), to the client identified in the applicable Order Form, Statement of Work, Proposal, or Agreement (“Client,” “you,” or “your”). By signing an Order Form, Statement of Work, Proposal, or Agreement that references these Terms, or by otherwise accepting these Terms, Client agrees to be bound by them.

1. Definitions

• “Agreement” means these Terms together with any Order Form, Statement of Work, Proposal, or other written agreement executed by the parties.
• “Services” means the go-to-market, sales development, outbound outreach, CRM, and related services described in the applicable Agreement.
• “Client Confidential Information” means any non-public information disclosed by Client to TAM to Target, including Client’s product and service materials, pricing, customer lists, internal strategies, ICP, messaging frameworks, and any information marked confidential or that would reasonably be understood to be confidential.
• “Prospect Personal Data” means personally identifiable information of individuals contacted on Client’s behalf, including names, business email addresses, business phone numbers, titles, and employer information.
• “Performance Data” means data generated through TAM to Target’s execution of the Services, including call recordings and transcripts, email content and reply data, engagement metrics, response rates, intent signals, deliverability data, conversion outcomes, and behavioral patterns observed during outreach campaigns.

2. Services

TAM to Target will provide the Services as described in the applicable Agreement. TAM to Target will perform the Services in a professional and workmanlike manner consistent with industry standards. The specific scope, deliverables, term, and pricing are set forth in the applicable Agreement, which is incorporated into these Terms by reference. In the event of a conflict between these Terms and an executed Agreement, the executed Agreement will control with respect to the specific terms it addresses.

3. Fees and Payment

Fees, payment terms, and billing schedules are set forth in the applicable Agreement. Past-due amounts thirty (30) days or more overdue may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All fees are exclusive of taxes. Client is responsible for all applicable sales, use, and similar taxes, excluding taxes based on TAM to Target’s net income. All sales are final. No refunds will be issued.

4. How We Use AI

TAM to Target uses third-party AI tools (large language models and related services) as part of how we deliver the Services. We believe in being upfront about this, so here is exactly what that means for your data.

Your data is never used to train any AI model. Our AI providers are commercial API providers whose terms of service contractually exclude API traffic from their training datasets. This applies to every AI model we use. We do not train, fine-tune, or build any proprietary AI model on Client data.

AI is used as a tool, at the moment of use. When a member of our team is working on your account, we may send relevant content — for example, a reply email, a call transcript, or a draft message — to an AI provider with an instruction such as “summarize this,” “classify this reply,” or “draft a follow-up.” The AI provider returns a result, and the result is reviewed by a human before it reaches any prospect or external recipient.

No cross-client learning. AI sessions are isolated. Nothing about working on one Client’s account makes the AI “smarter” about that Client in any persistent way, and AI tools used on one Client’s data have no memory of or access to another Client’s data.

Human-in-the-loop. Every AI-generated output that touches a prospect, customer, or external recipient is reviewed and edited by a human on the TAM to Target team before delivery.

Access controls. Each Client engagement operates under its own scoped credentials, storage, and access controls. Our internal tooling enforces per-Client separation so that personnel working on one engagement cannot inadvertently access another Client’s data.

5. Sub-Processors

TAM to Target uses third-party sub-processors to deliver the Services. These include providers of AI inference, call recording and transcription, email and dialing infrastructure, CRM platforms, database and hosting infrastructure, and code and document collaboration tools. TAM to Target maintains agreements with each sub-processor that require them to protect Client data under terms no less protective than those in these Terms and prohibit them from using API or service traffic to train AI models. A current list of material sub-processors is available upon request.

6. Call Recording and Communication Logging

Client acknowledges and authorizes TAM to Target to record outbound and inbound calls and to log email communications and replies as part of the Services. TAM to Target’s representatives will provide call recording disclosures as required by applicable law in jurisdictions requiring all-party consent. Client authorizes TAM to Target to make such recordings and logs on Client’s behalf and represents that it has the authority to grant this authorization for outreach conducted under its name and domains.

7. Use of Performance Data

TAM to Target uses Performance Data for internal purposes related to delivering and improving the Services. Specifically, TAM to Target may use Performance Data to:

• (a) deliver, operate, and monitor the Services;
• (b) review, evaluate, coach, and supervise its personnel through quality-assurance processes;
• (c) improve the Services delivered to Client, including refining messaging, targeting, timing, and execution;
• (d) generate aggregate, de-identified benchmarks and operational insights (such as engagement rate ranges by industry, persona, or region) that inform how TAM to Target plans, prioritizes, and executes outreach across its service delivery; and
• (e) develop and refine internal methodologies, playbooks, and best practices.

TAM to Target does not sell, license, or share Performance Data with any third party for commercial purposes, and does not disclose any Client’s identifiable Performance Data, Client Confidential Information, or Prospect Personal Data to any other Client. Aggregate, de-identified insights derived from Performance Data may inform TAM to Target’s service delivery across its Client base, but no Client-identifiable data is exposed in the process.

8. Confidentiality of Client Information

TAM to Target will not sell, license, or disclose Client Confidential Information to any third party for any purpose. TAM to Target may share Client Confidential Information only with its sub-processors acting on Client’s behalf and solely as necessary to deliver the Services, and only under written confidentiality obligations no less protective than those in these Terms. Upon termination, TAM to Target will return or destroy Client Confidential Information within a reasonable period, except for data retained in routine backups, audit logs, or as required by law.

Client agrees to hold any confidential information disclosed by TAM to Target, including TAM to Target’s methodologies, playbooks, pricing, and internal processes, in strict confidence and to use such information only for purposes of receiving the Services.

9. Prospect Personal Data

TAM to Target will process Prospect Personal Data only as necessary to perform the Services and will not sell, license, or share Prospect Personal Data with any third party for commercial purposes. TAM to Target maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Prospect Personal Data.

10. Compliance

The Services are provided in compliance with applicable laws, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and applicable state telemarketing and privacy laws. Client represents and warrants that any contact lists, customer data, or other information it provides to TAM to Target were lawfully obtained and may be used for business-to-business outreach. Client further represents that its products, services, and marketing claims comply with all applicable laws and regulations.

11. Intellectual Property

TAM to Target IP. TAM to Target retains all right, title, and interest in and to its methodologies, playbooks, sequences, scripts, frameworks, software, tools, and any general know-how or improvements developed in the course of providing Services. Nothing in these Terms transfers ownership of TAM to Target’s pre-existing or independently developed intellectual property to Client.

Client IP. Client retains all right, title, and interest in and to its trademarks, logos, brand assets, product information, customer lists, and any materials provided to TAM to Target. Client grants TAM to Target a limited, non-exclusive, royalty-free license to use such materials solely as necessary to perform the Services during the term of the applicable Agreement.

Deliverables. Subject to payment in full, contact records and meeting notes delivered to Client’s CRM as part of the Services are owned by Client.

12. Independent Contractor

TAM to Target shall act solely as an independent contractor. Nothing in these Terms creates a joint venture, partnership, agency, or employment relationship between the parties. Neither party has the authority to bind the other. TAM to Target is responsible for all applicable employment taxes for its personnel.

13. Non-Solicitation

During the term of the applicable Agreement and for twelve (12) months following its termination, Client agrees not to directly or indirectly solicit for employment, hire, or engage as a contractor any TAM to Target employee or contractor who was assigned to or substantially involved in providing Services to Client, without TAM to Target’s prior written consent. General job postings not specifically directed at TAM to Target personnel are not a violation of this Section.

14. Warranties and Disclaimers

TAM to Target warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND TAM TO TARGET DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TAM to Target does not guarantee any specific number of meetings, replies, conversions, pipeline value, or revenue outcomes. While TAM to Target targets meeting volumes and other performance metrics described in the applicable Agreement, actual results depend on market conditions, competitive landscape, product-market fit, and other factors outside TAM to Target’s control.

15. Indemnification

By TAM to Target. TAM to Target will defend Client against any third-party claim alleging that the Services, as delivered by TAM to Target, infringe a U.S. patent, copyright, or trademark, and will indemnify Client for damages finally awarded by a court of competent jurisdiction or paid in settlement, provided that Client (a) promptly notifies TAM to Target in writing of the claim, (b) gives TAM to Target sole control of the defense and settlement, and (c) reasonably cooperates with the defense.

By Client. Client will defend TAM to Target against any third-party claim arising out of (a) Client’s products, services, or marketing claims; (b) any content, materials, or contact lists provided by Client; (c) Client’s breach of its representations in Section 10; or (d) Client’s violation of applicable law, and will indemnify TAM to Target for damages finally awarded or paid in settlement.

16. Limitation of Liability

EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, (B) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR (C) CLIENT’S PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST PIPELINE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUSIONS ABOVE, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE APPLICABLE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO TAM TO TARGET IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

17. Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications outages, government actions, or pandemics.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wake County, North Carolina, for any dispute arising out of or relating to these Terms or the applicable Agreement.

19. Notices

All notices must be in writing and sent to the email address or physical address specified in the applicable Agreement, or to such other address as a party may designate in writing. Notices are deemed given upon confirmed delivery.

20. Assignment

Neither party may assign the applicable Agreement or these Terms without the other party’s prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, with written notice to the other party.

21. Modifications

TAM to Target may update these Terms from time to time. Material changes will be communicated to active clients via email or through TAM to Target’s standard client communication channels at least thirty (30) days before taking effect. The Terms in effect at the time an Agreement is signed will govern that engagement for its current term unless the parties expressly agree otherwise in writing. Renewal terms will be governed by the Terms in effect at the time of renewal.

22. Entire Agreement

These Terms, together with the applicable Agreement, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision is not a waiver of that provision. The Agreement may be executed in counterparts, including via electronic signature, each of which is deemed an original.