Client Engagement Agreement

This Client Engagement Agreement (the "Agreement") governs the relationship between Prospectr Marketing Inc., a Minnesota corporation doing business as Prospectr Digital ("Prospectr"), and the client or business entity that purchases or receives services from Prospectr ("Client"). By executing a Statement of Work, completing a purchase, or receiving services, Client agrees to this Agreement.

SOW controls. If a signed Statement of Work exists for your engagement, the SOW controls where it conflicts with this Agreement. This Agreement fills in any gaps the SOW does not address and sets the default terms for all engagements where no SOW is executed. This Agreement incorporates the Prospectr Privacy Policy by reference.

1. Parties

Prospectr Digital: Prospectr Marketing Inc. dba Prospectr Digital, a Minnesota corporation. Principal place of business: 3508 W 22nd St, Minneapolis, Minnesota 55416, USA. Contact: info@prospectrdigital.com · (612) 293-0179.

Client: the individual or legal entity identified in the applicable Statement of Work, purchase order, or intake form. By engaging Prospectr's services, Client represents they are authorized to bind the entity they represent.

2. Services

Prospectr provides B2B and B2C revenue-generation services including, without limitation: cold email outreach, pay-per-lead (PPL) campaigns, managed retainer engagements, answer-engine optimization (AEO), search engine optimization (SEO), pay-per-click advertising (PPC), social media management, RevEngine CRM deployment, inside sales support, and Sovereign AI Agent deployment. The specific services, deliverables, territory, ICP definition, and performance gates for each engagement are set in the applicable SOW or, where no SOW exists, in the written confirmation provided by Prospectr at the time of purchase.

Performance gates. All contracts include clearly defined performance gates tied to payment obligations. The specific thresholds are set in the SOW or written confirmation. Where a gate is not met, the remedy is defined in the SOW; in the absence of a SOW provision, the parties will negotiate a remedy in good faith within 30 days of written notice.

3. Fees and payment

All prices are in U.S. dollars. Standard billing terms are as follows:

• Pay-per-lead (PPL): invoiced at end of month for all qualified leads delivered during that month. Payment due net 15 days from invoice date.
• Retainer engagements: invoiced monthly in advance on the first day of each service month. Payment due net 15 days from invoice date.
• Setup fees and one-time fees: due in full before campaign launch or project kickoff. Work does not begin until payment clears.
• Late payments: balances unpaid after 30 days from the due date accrue interest at 1.5% per month (18% per annum) until paid in full. Prospectr reserves the right to pause or suspend services on accounts with balances more than 30 days past due.

A signed SOW may set different payment terms; in that case, the SOW controls. Payment is processed via ACH, wire, check, or Stripe as indicated on the invoice. Prospectr does not store full card information.

4. Term and termination

Month-to-month engagements: either party may terminate by providing 30 days written notice. Services and billing continue through the end of the notice period. No prorated refunds are issued for the final partial period.

Fixed-term engagements (per SOW): the SOW minimum term controls. Early termination by Client during a fixed term does not relieve Client of payment obligations for the remainder of the term unless Prospectr has materially failed to deliver agreed services and has not cured the failure within 15 days of written notice.

Prospectr may terminate immediately upon written notice if Client: (a) fails to pay a valid invoice within 45 days of the due date; (b) violates any provision of Section 6 (Acceptable Use); or (c) engages in conduct that could expose Prospectr to legal liability or reputational harm.

5. Deliverables and lead qualification

A "qualified lead" under a PPL engagement means a positive reply from a prospect that meets the ICP and territory criteria defined in the SOW or intake form, as determined by Prospectr's classification process. Leads from prospects who are out of territory, are existing customers of Client, or submit opt-out requests are not billed. Leads that Client disputes must be flagged in writing within 15 days of delivery; undisputed leads are considered accepted.

Prospectr's campaign metrics (open rates, reply rates, lead counts) are measured against Prospectr's sending platform data. Client may not withhold payment based solely on discrepancies in third-party analytics tools.

6. Acceptable use

Client warrants that it will use Prospectr's services only for lawful purposes. Client may not direct Prospectr to: target individuals on legally protected suppression lists; send communications that misrepresent Client's identity; engage in harassment, threats, or deceptive practices; or violate the CAN-SPAM Act, TCPA, CASL, or any other applicable anti-spam or privacy law. Violation of this section entitles Prospectr to terminate immediately without refund.

7. Intellectual property

Prospectr's methodology and tools. Prospectr's outreach sequences, data infrastructure, campaign architecture, proprietary database, scoring algorithms, and operational playbooks are and remain the intellectual property of Prospectr Marketing Inc. Client receives the benefit of these assets during the engagement but does not acquire any ownership interest in them.

Client content. All data, brand assets, product information, and copy contributed by Client remain Client's property. Prospectr claims no ownership over Client's business information.

Campaign deliverables. Email sequences, landing page copy, and other written deliverables created specifically for Client's engagement are licensed to Client for use in their business on a perpetual, non-exclusive basis upon full payment. Prospectr retains the right to use anonymized performance data and generalized learnings for internal purposes.

8. Confidentiality

Both parties agree to hold in strict confidence all non-public information disclosed by the other in connection with the engagement, and to use such information only to fulfill obligations under this Agreement. Each party will protect the other's confidential information with at least the same care used to protect its own, and in no case less than reasonable care. Confidentiality obligations survive termination for three (3) years, except for trade secrets, which are protected indefinitely.

Prospectr will not share Client's business data, lead lists, or campaign performance data with other clients or third parties except as necessary to provide the agreed services (e.g., uploading prospect lists to the sending platform) or as required by law.

9. Disclaimers and no guarantee

Prospectr does not guarantee any specific lead volume, revenue outcome, sales close rate, or business result. Campaign performance depends on factors outside Prospectr's control, including Client's sales process, offer quality, market conditions, and prospect responsiveness. The performance gates in the SOW define Prospectr's commitment; anything beyond those gates is aspirational, not contractual.

Services are provided "as is" and "as available." Prospectr will use commercially reasonable efforts to maintain platform uptime and data quality but does not warrant uninterrupted or error-free service.

10. Limitation of liability

To the maximum extent permitted by law, Prospectr's total liability arising out of or related to this Agreement is limited to the fees Client actually paid to Prospectr in the three (3) months preceding the claim. In no event will Prospectr be liable for indirect, incidental, special, consequential, or punitive damages, including lost revenue, lost data, or loss of business opportunity. Nothing in this Agreement excludes liability that cannot be excluded under applicable law.

11. Indemnification

Client agrees to indemnify and hold Prospectr harmless from any claim, loss, or expense (including reasonable attorneys' fees) arising out of: (a) Client's breach of this Agreement or applicable law; (b) data or content Client provides that infringes a third party's rights; or (c) Client's use of leads or deliverables in a manner not authorized by this Agreement.

12. Dispute resolution

This Agreement is governed by the laws of the State of Minnesota without regard to conflict-of-law rules. The parties will first attempt to resolve any dispute through good-faith negotiation for at least 30 days after written notice of the dispute. Any dispute not resolved through negotiation will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Hennepin County, Minnesota. Either party may seek emergency injunctive relief in a court of competent jurisdiction in Hennepin County for IP misuse or breach of confidentiality.

13. Entire agreement

This Agreement, together with the applicable SOW (if any) and the Prospectr Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior discussions, representations, and agreements. If a signed SOW exists, the SOW controls where it conflicts with this Agreement. If any provision is held unenforceable, the remaining provisions remain in full effect. Prospectr may update this Agreement; material changes will be posted with a new effective date and will not reduce rights tied to engagements already underway.

14. Signature

By executing a Statement of Work, completing a purchase, or receiving services, Client acknowledges that they have read, understood, and agree to this Agreement. Electronic signatures are valid and binding under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Minnesota Uniform Electronic Transactions Act (MUETA). A signed SOW constitutes execution of this Agreement.