Terms and Conditions

These Terms and Conditions (“Terms”) shall govern the relationship between Superhuman Prospecting, Inc. (“SHP”) and the Client’s agreement to purchase SHP’s Services (the “Services”) (“Client”).  These Terms, together with Client’s purchase and all other agreements and documents relating thereto, shall be referred to herein as the “Agreement.”

1. Services and Payment. 

1. SHP agrees to undertake and complete the Services consistent with Client’s purchased service tier, at the investment level set forth in the applicable service tier (the “Investments”).

2. Client expressly understands and agrees that SHP’s performance of the Services are contingent upon Client’s performance of its response and other obligations set forth in SHP’s Standards Sheet as provided by SHP and as updated by SHP from time to time in its sole and absolute discretion.  SHP’s current Standards Sheet is available at superhumanprospecting.com/sop.  The terms and conditions of the Standards Sheet are expressly incorporated into these Terms by this reference.

2. Confidentiality.

3. SHP and Client agree and acknowledge that, to accomplish the purpose of this Agreement, they may obtain information of the other party that is of a confidential and proprietary nature (“Confidential Information”).  Confidential Information includes, without limitation, the terms of the Agreement and any amendments to the Agreement, any exhibits attached to these Terms, and the details of the Services, any SHP IP (defined below) that SHP used to provide the Services, trade secrets, and any information that by its nature can reasonably be expected to be confidential, whether it is in oral, printed, written, graphic, electronic or other form, whether or not a specific designation as “Confidential Information” has been made with respect to such information.  

4. SHP and Client shall at all times, both during the Term of the Agreement and thereafter, protect and maintain the confidentiality of any Confidential Information exchanged under the Agreement.  Each party shall use Confidential Information only as necessary to provide the Services or to otherwise fulfill its obligations under the Agreement.  Neither party shall disclose Confidential Information to any third party without the non-disclosing party’s prior written consent, unless such disclosure is to an affiliate with a need to know such Confidential Information in order for a party to fulfill its obligations under the Agreement.  The parties’ confidentiality obligations shall not apply to information that (a) is or becomes publicly available, other than due to breach of the Agreement; (b) is disclosed to a party by a third party entitled to make such disclosure; (c) is independently developed by a party without use of the other party’s Confidential Information; (d) is disclosed by a party with the other party’s prior written consent; or (e) was known to a party prior to receiving the other party’s Confidential Information.

5. Notwithstanding the foregoing, each party may disclose the other party’s Confidential Information if disclosure is required pursuant to an applicable law or order from a court or regulatory body of competent jurisdiction, and, in connection with such a law or court order, only if such party: (i) unless prohibited by law, gives the other party prior written notice of such disclosure if time permits, or if time does not permit, gives the other party written notice promptly after disclosure, and (ii) fully cooperates with the other party, at the other party’s cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure.  Each party not release any more of the other party’s Confidential Information than is, in the opinion of the other party’s counsel, reasonably necessary to comply with a law or court order.

6. Notwithstanding any contrary interpretation of the Agreement or the confidentiality obligations contained herein, it is expressly understood between the parties that SHP shall be permitted to identify Client as a customer of SHP in its marketing and branding materials, and further, that SHP shall be permitted to utilize Client’s identity, cold calls, other deliverables, or any learnings relating to Client in marketing and case study materials, provided SHP does not violate any other confidentiality obligation to Client or third parties in the course of these foregoing uses.

7. Notwithstanding any contrary interpretation of the Agreement or the confidentiality obligations contained herein, it is expressly understood between the parties that SHP shall be permitted to record all telephonic and/or video communications between SHP and Client, and that use of these recordings by SHP for quality training purposes shall be expressly permitted and shall not be deemed a violation of the Agreement or the parties’ confidentiality obligations.

8. Upon the termination or expiration of the Agreement, each party shall return or, if requested in writing, destroy all Confidential Information of the other party in its possession and confirm to the other party when it has done so.  Notwithstanding the foregoing, SHP may retain one (1) copy of any Confidential Information Client provides to SHP pursuant to its data retention processes, provided that such copy shall remain subject to the confidentiality obligations contained in the Agreement.

9. The parties expressly agree that neither they nor their directors, officers, agents, principals, and employees shall make any disparaging, false, or misleading statements about the other party, or its directors, officers, agents, principals, and employees.  The foregoing obligation is intended to include, without limitation, statements in posts on any social media or customer review platform.

10. The parties acknowledge and agree that Client’s breach of its confidentiality obligations as set forth in this Section 2 will cause SHP to suffer damages including but not limited to (i) reduction in value of SHP IP (ii) impairment of SHP’s ability to obtain new clients, and (iii) reduction in value of future client contracts.  Accordingly, Client’s breach of its confidentiality obligations as set forth in this Section 2 shall give rise to liquidated damages in the amount of $100,000 and not penalties. The parties further acknowledge that (x) the amount of loss or damages likely to be incurred by SHP is incapable or is difficult to precisely estimate, (y) the amounts specified are reasonably proportional to the probable loss likely to be incurred by SHP, and (z) the parties are sophisticated business parties and have negotiated the Agreement at arm’s length.

3. Intellectual Property.

11. All products, services, innovations, ideas, systems, strategies, trademarks, copyrightable material, and any other documents and things prepared and/or provided under the Agreement (individually and collectively, the “SHP IP”) are and shall remain the sole intellectual property of SHP and/or its affiliates.  No intellectual property rights of any kind are conferred to Client under the Agreement.  If Client acquires any rights in any SHP IP by operation of law or otherwise, Client hereby irrevocably assigns such rights to SHP without further action by either party.  Client expressly agrees not to dispute or challenge or assist any person or entity in disputing or challenging SHP’s rights in and to the SHP IP.  For avoidance of confusion, any use by Client of any SHP IP shall be subject to SHP’s sole and absolute discretion, which SHP may withhold for any reason or no reason.  Notwithstanding the foregoing, Client shall retain ownership of any intellectual property that it owns or controls as of the Effective Date (“Client IP”), provided that any Client IP comprising or included in SHP IP shall be SHP IP.

12.  Subject to and without limiting the breadth of the foregoing Section 3(a), in the event that Client’s service tier includes the purchase of sales scripts, SHP shall, upon payment in full by Client, grant to Client a non-exclusive, non-transferable, royalty-free license to use the sales scripts in support of Client’s business operations.

13. Client identification and use of SHP IP in marketing.  It is expressly understood that the uses set forth in this Section 3(c) shall not be a violation of any obligation under the agreement.

4. Warranty. SHP warrants that the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of the Agreement is or will be inconsistent with any obligation SHP may have to others. Except as expressly set forth in this Section 4, SHP completely disclaims all warranties, either express or implied, in relation to the Services and the Agreement in any way, including but not limited to non-infringement with respect to sales scripts, if applicable. Without limiting the breadth of the preceding sentence, SHP expressly disclaims any guarantee or warranty whatsoever, whether express or implied, verbal or written, that any specific rate of conversion from cold contact, to lead, to sales appointment, to paying customer, will be achieved.  As used in the Agreement, “paying customer” means any person or entity who purchases the goods and/or services of Client as a direct or indirect result of SHP’s Services.

5. Term and Termination.

14. The Agreement shall commence on the date on which Client pays for its selected service tier, and shall renew consistent in the “Month-to-Month” service tier, Client’s Term shall be an initial period of months as set forth in the selected service tier.  Upon completion of this initial period of months, the Agreement shall renew automatically for additional one month periods until either (A) the Services have been completed, or (B) terminated by either party.  Notwithstanding any contrary provision in these Terms, Custom Month-to-Month service tier Clients may terminate the Agreement at any time prior to or after the completion of the initial period of months, provided, however, that Client will not be entitled to a refund of any Investments paid to SHP for Services performed prior to termination.  

15. Notwithstanding any contrary interpretation to of any term of the Agreement, including but not limited to the foregoing sentence, SHP may terminate the Agreement upon giving thirty (30) days’ notice of its intent to terminate the Agreement.   If  Client is the terminating party pursuant to the terms of its selected service tier, it shall pay all Investments due under the Agreement and its selected service tier to SHP in full prior to the termination date and subject to the terms and conditions set forth in the Standards Sheet.  If SHP is the terminating party, Client shall pay all Investments due to SHP for work performed prior to the termination date.  Notwithstanding the foregoing, if Client materially breaches the Agreement and such material breach is incapable of being cured, or if such material breach is capable of being cured, is not cured within fourteen (14) days’ notice to Client, SHP may immediately terminate the Agreement. Upon termination for any reason, Client shall pay SHP all unpaid amounts due for Services under the Agreement in full.  Any remedies for breach of the Agreement, including remedies for Client’s breach of its confidentiality obligations as set forth in Section 2, shall survive any termination or expiration.  If Client terminates the Agreement for any reason, Client must provide notice of termination to SHP by emailing Client’s assigned account manager and copying rsvp@superhumanprospecting.com.  Failure to notify SHP pursuant to the foregoing sentence shall make Client’s attempt to terminate void ab initio and of no effect.

6. Indemnification.  Client will, at its expense, (i) defend or settle (subject to SHP’s prior written consent, not to be unreasonably withheld) any claim brought against SHP or its affiliates arising out of or related to the Services, and (ii) indemnify SHP against and pay any settlement of such claim or any damages finally awarded by a court of competent jurisdictions as the result of such claim.

7. Limitation of Liability.  Except where prohibited by law, in no event shall SHP’s total, cumulative liability under the Agreement exceed the lesser of (i) the amount paid by Client under the Agreement in the twelve (12) months immediately prior to the event giving rise to liability, or (ii) $500.  In no event shall SHP be liable for any loss of profits, loss of use, business interruption, loss of data, cost of substitute goods or services, or for any indirect, special, incidental or consequential damages of any kind in connection with or arising out of the performance of or failure to perform the Agreement, whether alleged as a breach of contract or tort claim, including negligence, even if SHP has been advised of the possibility of such damages.  The foregoing allocations of liability represent the agreed-upon understanding of the parties, and the Investments set forth under the Agreement reflect these allocations.  The terms of this Section 7 shall apply to the maximum extent permitted by applicable law, even if any remedy fails in its essential purpose.

8. Non-Solicitation.  Client shall not, directly or indirectly, recruit, offer to hire, or hire any person who has been employed by SHP within twelve (12) months of the Effective Date.

9. Other Remedies.  The parties expressly agree that Client’s breach or threatened breach of the Agreement may cause SHP immediate and irreparable harm for which damages may be an inadequate remedy.  Therefore, in addition to any other remedies SHP may seek, including but not limited to the remedies set forth in Section 2 herein, SHP shall be entitled to seek an injunction (without requiring to post a bond) or a decree of specific performance from any court of competent jurisdiction.  SHP shall further be entitled to recover from Client the costs and attorney fees incurred in enforcing any provision of the Agreement.  

10. Force Majeure.  Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under the Agreement, except for the payment of Investments, if such failure or delay is on account of causes beyond its control, including but not limited to labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, health emergencies of international concern, or acts of God (each, a “Force Majeure Event”), in which event the non-performing party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within three (3) business days of its occurrence and shall commence performance without undue delay when the Force Majeure Event has concluded.

11. Relationship of the Parties. The relationship of the parties is that of an independent contractor and not a partner, joint venturer, or agent of the other.

12. No Assignment.  The Agreement, and the rights and obligations of the Agreement, may not be assigned by Client without the express written consent of  SHP, which SHP may withhold in its sole and absolute discretion for any reason or no reason.  Any attempt by Client to assign the Agreement or any right or obligation under the Agreement without SHP’s express written consent shall be void ab initio and of no effect.  Notwithstanding the foregoing, SHP shall be permitted to assign the Agreement and/or the rights and obligations of the Agreement to an entity or entities related to or controlled by SHP without requiring notice to or the permission of Client.

13. Notice. All notices under the Agreement shall be in writing via email, and shall be deemed given, if by SHP, when delivered to the email address set forth by Client in purchasing its service tier, and, if by Client, when delivered to rsvp@superhumanprospecting.com +.  For avoidance of confusion, all communications and notices required under the Standards Sheet shall be made pursuant to this Section 13.

14. Survival.  The provisions of the Agreement that by their nature or otherwise reasonably are intended to survive the termination or expiration of the Agreement shall so survive.  

15. Miscellaneous. The failure of either party to enforce its rights under the Agreement at any time for any period shall not be construed as a waiver of such rights. The Agreement and all exhibits to the Agreement constitute the entire agreement of the parties hereto.  No representation other than that expressly set forth in the Agreement shall be relied upon by either party.  No changes or modifications or waivers to the Agreement will be effective unless in writing and signed by both parties. In the event that any provision of the Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.

16. Governing Law and Dispute Resolution. The Agreement shall be governed by and construed in accordance with the laws of the commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law provisions. Except as set forth in Section 9 herein, the parties expressly and irrevocably consent to the exclusive jurisdiction and venue in the Court of Common Pleas of Montgomery County, Pennsylvania, and each party expressly waives any objection it could raise based on personal jurisdiction or inconvenient forum.

By Client: I have read, fully understood, and agreed to the foregoing Terms and Conditions.