⚠️ THIS IS A WORKING DRAFT. DO NOT PUBLISH WITHOUT ATTORNEY REVIEW.

This template was generated by Claude on 2026-05-11. Terms of Service are particularly sensitive because they define warranties, liability caps, indemnification, and dispute resolution — wrong defaults here create real legal exposure. Have a lawyer review every section before publishing to secoutbound.com/terms. Replace every [PLACEHOLDER] with real values.

Terms of Service

Effective date: [DATE — set on first publication] Last updated: [DATE]

These Terms of Service ("Terms") govern your use of the SEC/OUTBOUND service (the "Service") provided by [LEGAL ENTITY NAME] (the "Company," "we," "us," or "our"). By using the Service or engaging us as a client, you agree to these Terms.

If you do not agree, do not use the Service.

1. Who can use the Service

The Service is for business use only. You must be at least 18 years old and have the legal authority to bind your business. By using the Service you represent that you are doing so on behalf of a legitimate business engaged in lawful activity.

We currently provide the Service to clients located in the United States and United Kingdom only.

2. What the Service is

SEC/OUTBOUND is a managed cold-email lead generation service. We:

• Source and verify B2B prospect contact data matching your ideal customer profile
• Operate cold-email sending infrastructure on dedicated domains we own
• Write and send personalized outreach emails on your behalf
• Triage and forward interested replies to your team
• Book qualified prospect meetings on your calendar

We do not:

• Close sales for you
• Provide sales training, content marketing, or paid advertising services
• Guarantee specific meeting counts or revenue outcomes
• Send email from your primary company domain

3. Engagement and pricing

Active pricing tiers are described on the Service website and confirmed in a written engagement agreement before service begins. As of the effective date:

• Performance Pilot — A short-term pilot (typically 30-60 days, 2 slots available at any time) priced per qualified meeting delivered. No retainer. Pilot terms are documented in a separate pilot agreement.
• Retainer + Performance — Monthly retainer plus a per-meeting fee. Minimum 90-day commitment.
• Flat Retainer — Locked at this time; will unlock for individual clients after 90+ days of engagement when conversion data is predictable.

Pricing in any individual engagement is governed by the written agreement signed at the start of that engagement; if the website conflicts with the engagement agreement, the engagement agreement controls.

Fees are quoted in US dollars. Invoices are due within 14 days of issue unless otherwise agreed. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. We may suspend service for non-payment.

4. What we deliver and what counts as a "qualified meeting"

A "qualified meeting" is defined per client during onboarding and documented in the engagement agreement. Default criteria:

• The prospect attends a scheduled call of at least 15 minutes
• The prospect holds a decision-making title agreed during onboarding
• The prospect's company matches the agreed ICP (size, industry, compliance posture)
• The prospect was not already in the client's pipeline at the start of the engagement
• The meeting is not a no-show or cancellation that was not rescheduled within 14 days

Unqualified meetings, no-shows, and duplicate meetings are not counted or billed.

5. Your responsibilities as a client

You agree to:

• Provide accurate information about your business, your ICP, and your sales process
• Make your sales team available for booked meetings or provide reasonable notice if you need to reschedule
• Honor opt-outs and unsubscribe requests in any downstream communications
• Refrain from instructing us to target individuals in jurisdictions where we have not completed legal review (currently outside US and UK)
• Pay invoices on time
• Comply with all applicable laws in how you use the meetings and contact data we deliver

6. Acceptable use

You may not, and may not permit any third party to:

• Use the Service for fraud, deception, harassment, or any unlawful purpose
• Use the Service to send unsolicited bulk email outside the structured outbound program we operate
• Resell the Service or the contact data we provide to other lead-generation operators
• Use the Service to target individuals or companies for retaliatory, defamatory, or discriminatory reasons
• Reverse engineer, scrape, or replicate our infrastructure, code, sequences, or methodology
• Use the Service to compete with us by offering substantially similar services to third parties

We may suspend or terminate service immediately if we reasonably believe you have violated this section.

7. Intellectual property

Our IP	We retain all rights to our sending infrastructure, code, scripts, prompts, AI workflows, sequence templates, methodology, and any improvements made during your engagement.
Your IP	You retain all rights to your brand, content you provide, and the meetings and prospect data we deliver to you.
Limited license to you	We grant you a non-exclusive, non-transferable license to use the meetings and contact data we deliver, solely for your business and consistent with these Terms.
Limited license to us	You grant us a non-exclusive license to use your name, logo, and high-level case-study facts for marketing purposes — but only after a written engagement of at least 90 days and only with your prior approval of the specific marketing use.

8. Confidentiality

Each party will keep the other party's Confidential Information confidential and use it only to provide or receive the Service. Confidential Information includes: client lists, prospect data, pricing, engagement-specific copy, financial information, and any information marked as confidential.

Confidentiality obligations survive termination of the engagement for three years, except trade secrets, which are protected indefinitely.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY THAT THE SERVICE WILL ACHIEVE PARTICULAR OUTCOMES.

WE DO NOT GUARANTEE A MINIMUM NUMBER OF MEETINGS, A MINIMUM REPLY RATE, A MINIMUM CONVERSION RATE, OR ANY SPECIFIC BUSINESS OUTCOME. The Service is performance-dependent and depends on factors outside our control, including your offer quality, market conditions, prospect responsiveness, and email-provider deliverability decisions.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

• IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• OUR AGGREGATE LIABILITY UNDER OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE).

These limitations do not apply to (a) breach of confidentiality, (b) indemnification obligations, (c) willful misconduct or gross negligence, or (d) liability that cannot be limited by applicable law.

11. Indemnification

You will defend, indemnify, and hold us harmless against third-party claims arising from:

• Your breach of these Terms
• Your use of the Service in violation of law
• The content, products, or services you offer to prospects we connect you with
• Any claim that your business or its content infringes a third party's rights

We will defend, indemnify, and hold you harmless against third-party claims that our Service (as delivered by us, and used by you in accordance with these Terms) infringes a third party's intellectual property rights.

12. Term and termination

These Terms apply for the duration of any engagement and survive termination as to provisions that by their nature should survive (e.g., confidentiality, limitation of liability, indemnification, disputes, intellectual property).

Either party may terminate an engagement for material breach if the breach is not cured within 14 days of written notice. We may terminate immediately for non-payment or violations of §6 (Acceptable Use).

Upon termination, we will provide you with the prospect engagement data accumulated during the engagement in a standard export format within 14 days, and we will cease all outbound sending on your behalf within 3 business days.

13. Governing law and disputes

These Terms are governed by the laws of the State of [STATE — TBD] without regard to its conflict-of-laws provisions.

Any dispute arising from or related to these Terms will be resolved as follows:

1. Good-faith discussion for 30 days between the parties' designated representatives.
2. Mediation if discussion fails — non-binding, in [CITY, STATE], shared cost.
3. Binding arbitration under [JAMS / AAA] rules if mediation fails, in [CITY, STATE], one arbitrator, in English. The arbitrator may grant any remedy available in court. Judgment on the award may be entered in any court of competent jurisdiction.

Either party may seek injunctive or equitable relief in court at any time to protect intellectual property or confidential information.

You waive the right to a jury trial and to participate in class or representative actions.

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated to active clients by email and posted to this URL with a revised "Last updated" date. Continued use of the Service after a change indicates acceptance. For clients under an active engagement agreement, the Terms in effect at the start of the engagement control unless we agree in writing to update them.

15. Miscellaneous

• Entire agreement. These Terms together with any signed engagement agreement and our Privacy Policy form the entire agreement between you and us.
• Severability. If any provision is unenforceable, the remainder remains in effect.
• No waiver. A failure to enforce a provision is not a waiver of future enforcement.
• Assignment. You may not assign these Terms without our written consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Notices. Notices to us go to legal@secoutbound.com and the physical mailing address below. Notices to you go to the email address on your account.
• Force majeure. Neither party is liable for delays caused by events outside reasonable control (e.g., natural disaster, war, internet outage, government action).
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

16. Contact

[LEGAL ENTITY NAME] [PHYSICAL MAILING ADDRESS] Email: legal@secoutbound.com

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These Terms were last reviewed by [ATTORNEY NAME OR FIRM] on [DATE]. — to fill in after legal review.