This Service Agreement (the "Agreement") governs the provision of go-to-market automation services by GTMify, LLC, a Delaware limited liability company with offices at 1111B S Governors Ave STE 26540, Dover, DE 19904, EIN 33-3261841 ("GTMify," "Company," or "we"), to the client entity identified in the applicable Statement of Work or Order Form ("Client" or "you"). Each Statement of Work or Order Form executed by the parties incorporates and is governed by this Agreement. The Effective Date is the date of last signature on the applicable Statement of Work or Order Form.
1. Definitions
- "Confidential Information" means all non-public information disclosed by one party to the other.
- "Services" means GTMify’s go-to-market automation services described in Section 3 and in the applicable Statement of Work.
- "Service Period" means the committed term stated in the applicable Statement of Work or Order Form.
- "Platform Terms" means the terms of service of third-party platforms, including LinkedIn, email providers, and similar services.
- "DPA" means GTMify’s Data Processing Agreement, incorporated under Section 10.
- "Statement of Work" and "Order Form" mean the per-engagement document setting out scope, seats, credits, fees, and the Service Period.
- "Personal Data," "Controller," "Processor," and "Sub-Processor" have the meanings given in applicable data-protection law.
2. Incorporated Documents and Order of Precedence
This Agreement incorporates by reference, in the versions in effect as of the Effective Date, GTMify’s Terms of Service, Privacy Policy, and Data Processing Agreement including its Annex III Sub-Processor List.
GTMify may update these documents prospectively for its business generally. No such update applies to an executed Service Period without the Client’s written agreement.
Where the documents conflict, the order of precedence is: (a) the applicable Statement of Work or Order Form, as to scope, fees, seats, credits, and the Service Period; (b) this Agreement; (c) the Data Processing Agreement, as to the processing of Personal Data; (d) the Terms of Service; and (e) the Privacy Policy.
3. Services and License Grant
Subject to this Agreement, GTMify grants Client a nonexclusive, nontransferable license to use GTMify’s go-to-market automation services during the Service Period. Services may include content intelligence, outbound orchestration, intent prediction and analysis, and campaign strategy and optimization, as detailed in the applicable Statement of Work. Onboarding is a guided, AI-assisted process.
4. Technology Stack and Account Ownership
The Services include access to and management of the technology stack described in the applicable Statement of Work. Platform fees for that stack are included in the monthly service fee unless stated otherwise. Accounts created specifically for Client are Client’s property, except accounts used across multiple clients, such as shared orchestration and enrichment providers. On termination, Client may assume ownership and billing of non-shared accounts. Transition assistance beyond five (5) hours is billed on a time-and-materials basis at GTMify’s then-current rate, with a non-binding estimate provided in advance and written approval required before those hours are incurred.
5. Service Performance Standards
- Campaign setup: within 5 to 7 business days of execution and receipt of initial payments.
- Monthly reports: delivered by the 5th of each month.
- Initial strategy session: within 3 business days of payment receipt and onboarding commencement.
- Platform uptime: GTMify targets 99% availability of GTMify’s own platform during business hours (9 AM to 6 PM ET, Monday to Friday). This standard excludes downtime or degradation of third-party platforms, including LinkedIn, email-sending providers, and enrichment providers, and excludes events under Section 19.
Remedy for non-performance. If GTMify fails to meet a standard within its control, Client’s sole remedy is a service credit equal to the pro-rated daily fee for each day of non-compliance. Service credits are capped in the aggregate at one (1) month’s service fee in any rolling twelve-month period and are applied against future invoices.
6. Client Success Cadence
GTMify hosts weekly client success meetings of 30 to 45 minutes throughout the Service Period, and daily stand-ups during onboarding, with notes, action items, and dashboards provided. Either party may reschedule with 24 hours’ notice.
7. Mutual Confidentiality
Each party will hold the other’s Confidential Information in strict confidence, use it solely for this Agreement, limit access to those with a need to know, and not disclose it without prior written consent. Customary exceptions apply for information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law. These obligations survive for three (3) years after termination, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law. On termination or written request, each party will return or certify destruction of the other’s Confidential Information.
8. Intellectual Property and Ownership of Work Product
GTMify retains all ownership of its proprietary methodologies, processes, frameworks, software, algorithms, prompts, templates, analytical models, and other pre-existing intellectual property, including improvements to them. Nothing in this Agreement transfers ownership of those items to Client.
Client owns its data and its work product. Client retains full ownership of its own data and of all campaign strategies, custom content, ICP documents, messaging frameworks, campaign copy, and other assets created specifically for Client under a Statement of Work, together with all data and insights generated from Client’s campaigns. Client’s ownership of that work product is not conditioned on the continuation, renewal, or payment status of any subscription and survives expiration or termination of this Agreement for any reason, provided the fees for the work product in question have been paid. This Section 8 controls over any provision of the Terms of Service that would grant Client only a license contingent on an active subscription.
GTMify may use aggregated, de-identified operational metrics solely to operate and improve the Services, provided that such metrics cannot reasonably be re-identified to Client and are not disclosed to any other client in a form identifying Client. GTMify will not use Client’s data, content, or work product for the benefit of any other client or for cross-client benchmarking. Client may request in writing that GTMify exclude its data from the permitted use described in this paragraph.
9. Payment Terms
- Onboarding fee: due on execution, before services commence.
- Initial-month proration: the first partial month is prorated for the days remaining from the Effective Date and is due at execution with the onboarding fee.
- Monthly service fees: due on the 1st of each month during the Service Period.
- Terms: Net 5. A late fee of 1.5% per month applies to invoices unpaid within ten (10) days. Payment by ACH, wire, or approved credit card; credit card payments carry a 3% processing fee. Services do not commence until initial payments are received.
- Cancellation and refund: a full refund is available only if Client cancels within three (3) business days of the Effective Date and no work has been performed. Thereafter payments are non-refundable, except that the parties may agree in a Statement of Work to a milestone-based or limited opt-out arrangement.
- Credit allotments: where a Statement of Work includes a monthly credit allotment, GTMify will notify Client before that allotment is exhausted and will not incur overage charges, purchase additional credit packs, or throttle the Services without Client’s prior written approval.
- Taxes: Client is responsible for applicable taxes other than taxes on GTMify’s net income.
10. Data Protection and Privacy
The parties will comply with applicable data-protection laws, including the GDPR, UK GDPR, CCPA and CPRA, CAN-SPAM, and other applicable regimes. For Personal Data processed in providing the Services, Client is the Controller and GTMify is the Processor. GTMify’s processing is governed by its Data Processing Agreement and its Annex III Sub-Processor List, each incorporated into this Agreement by reference in the version in effect as of the Effective Date.
Breach notification. GTMify will notify Client within forty-eight (48) hours of becoming aware of a Personal Data breach affecting Client data. This is the single notification period applicable across this Agreement, the Data Processing Agreement, and any Statement of Work.
Return and deletion. On termination, GTMify will delete or return Client Personal Data and other Client data within thirty (30) days, except for a minimal set retained only as strictly required by law, such as financial and tax records, which remains protected under this Agreement until deleted. This is the single retention period applicable to Client data across this Agreement, the Data Processing Agreement, the Privacy Policy, and any Statement of Work. Retention periods described in the Privacy Policy apply to GTMify’s own business records and not to Client data processed by GTMify as a Processor.
Sub-processors. GTMify will maintain the Sub-Processor List, provide Client with advance notice of any new or replacement sub-processor that will process Client data, allow Client a reasonable period to object on data-protection, security, or platform-compliance grounds, and flow down data-protection obligations no less protective than those in the Data Processing Agreement. Where a Statement of Work includes an engagement-specific sub-processor schedule, that schedule identifies the sub-processors actually used for the engagement.
Artificial intelligence. Client data processed through an AI tool is used solely to perform the specific campaign, research, or deliverable task for which it was submitted. GTMify will not use Client data to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, and will use commercially reasonable efforts to contract with AI providers on terms that prohibit training on submitted data and that limit retention to no longer than is reasonably necessary to return the output of the request.
11. Client Compliance Requirements
Client will comply with all Platform Terms, maintain necessary licenses and permissions, provide accurate information and timely approvals, participate in scheduled sessions, and not use the Services for spam, unsolicited communications, illegal activity, impersonation, or activities that violate Platform Terms. Client warrants that all contact data it provides is obtained lawfully with appropriate consent, and that campaign content it approves complies with applicable advertising and anti-spam laws.
Platform account actions. Because GTMify operates outreach at Client’s direction using Client’s approved messaging and identities, GTMify is not liable for suspension, restriction, or banning of Client’s third-party accounts arising from platform enforcement, provided GTMify operated in accordance with Client’s approvals and this Agreement. GTMify will use commercially reasonable deliverability and warm-up practices to reduce that risk.
12. Service Modifications
GTMify may modify or enhance the Services. Material changes receive 30 days’ written notice, and if a material change adversely affects Client, Client may terminate on 15 days’ written notice without penalty and GTMify will refund any prepaid, unearned fees on a pro-rata basis.
13. Term and Termination
Term. This Agreement commences on the Effective Date and continues for the committed Service Period stated in the applicable Statement of Work or Order Form. No fixed multi-year term or automatic annual renewal applies. Any renewal requires a new or amended Statement of Work signed by both parties.
Termination for cause. Either party may terminate for the other party’s material breach if the breach remains uncured thirty (30) days after written notice describing it. This is the single cure period applicable across this Agreement and any Statement of Work.
Termination without cause. Available only after the initial committed Service Period, on 30 days’ written notice. If Client terminates without cause before the end of the initial committed Service Period, the remaining committed monthly fees for that Service Period become immediately due, except where termination is for GTMify’s uncured material breach.
This Agreement also terminates automatically on expiration of the Service Period without renewal, mutual written agreement, bankruptcy or insolvency, or suspension of the Services beyond 30 days. Sections 7, 8, 9, 10, 14, 15, 16, 17, and 21 survive termination, along with any accrued payment obligations.
14. Warranties and Disclaimers
GTMify warrants that it has the authority to provide the Services and that it will perform the Services in a timely and professional manner consistent with industry standards, in compliance with applicable law, and in conformity with the specifications set out in the applicable Statement of Work. This performance warranty is the operative commitment and is not disclaimed, limited, or contradicted by any "as is" language elsewhere in this Agreement, the Terms of Service, or any Statement of Work.
Except for the express warranty above, the Services are provided "as is," and GTMify disclaims all implied warranties, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. GTMify does not guarantee specific results or performance metrics, because marketing effectiveness depends on factors outside GTMify’s control.
15. Limitation of Liability
Neither party is liable for indirect, special, incidental, punitive, or consequential damages, including lost profits or lost revenue, arising out of or related to this Agreement.
Cap. Each party’s aggregate liability arising out of or related to this Agreement, the Terms of Service, the Privacy Policy, the Data Processing Agreement, and any Statement of Work, will not exceed the total fees actually collected by GTMify under the applicable Statement of Work in the twelve (12) months preceding the event giving rise to the claim. This cap applies to all claims, including claims for indemnification, breach of confidentiality, breach of intellectual-property obligations, and gross negligence or willful misconduct. Liabilities that cannot be limited under applicable law are excluded from this cap.
16. Indemnification
By GTMify. GTMify will defend and indemnify Client against third-party claims to the extent arising from (a) GTMify’s deliverables or the Services infringing a third party’s intellectual-property rights, except to the extent arising from Client’s materials or Client’s modification of a deliverable; or (b) GTMify’s gross negligence or willful misconduct.
By Client. Client will defend and indemnify GTMify against third-party claims to the extent arising from (a) the data, contact lists, and content Client provides or approves; (b) Client’s breach of its consent, authorization, or compliance representations in Section 11; or (c) Client’s use of the Services or their outputs in violation of law or Platform Terms.
Procedure. The indemnified party will give prompt written notice, provided that delay relieves the indemnifying party only to the extent it is prejudiced; will grant the indemnifying party control of the defense and settlement, provided no settlement imposing liability or obligations on the indemnified party is made without its prior written consent, which will not be unreasonably withheld; and will cooperate reasonably at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own expense. Indemnification obligations are subject to the cap in Section 15.
17. Insurance
During the Service Period and for one (1) year afterward, GTMify will maintain, at its own expense, professional liability (errors and omissions) insurance and cyber and privacy liability insurance, each in commercially reasonable amounts for an engagement of the size described in the applicable Statement of Work. GTMify will provide a certificate of insurance on Client’s reasonable written request. Client is not required to name GTMify as an additional insured or to procure insurance for GTMify’s benefit as a condition of the Services.
18. Security and Certifications
GTMify maintains the technical and organizational security measures described in Annex II of the Data Processing Agreement. GTMify has not obtained SOC 2 Type II certification and is implementing controls consistent with the SOC 2 Trust Services Criteria in the interim. GTMify will notify Client in writing promptly on obtaining SOC 2 Type II certification or any other material security certification, and will provide, on Client’s reasonable written request and no more than once per calendar quarter, its then-current security assessments and any audit reports in GTMify’s possession relevant to those measures.
19. Force Majeure
Neither party is liable for failure to perform due to causes beyond its reasonable control, including third-party platform shutdowns, suspensions, rate limits, or restrictions. If a force majeure event continues for more than 60 days, either party may terminate on written notice.
20. Dispute Resolution and Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The parties will first attempt to resolve any dispute through good-faith direct negotiation between senior executives for a period of thirty (30) days. If the dispute is not resolved through negotiation, the parties will then submit it to non-binding mediation before a mutually agreed mediator before either party files suit. If mediation does not resolve the dispute within sixty (60) days of the mediation request, either party may bring suit in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts. Claims must be brought within one (1) year of the date the claim accrued. Either party may seek equitable relief for breach of confidentiality or intellectual-property obligations without first completing these steps.
21. Assignment and Change of Control
Client may not assign this Agreement without GTMify’s consent. GTMify may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. GTMify will provide Client with written notice within ten (10) business days of signing a definitive agreement for a merger, acquisition, or change of control. If Client reasonably objects to the acquiring or surviving entity on the grounds that it is a direct competitor of Client or presents a material data-security or conflict-of-interest concern, Client may terminate on 30 days’ written notice without penalty, and GTMify will refund any prepaid, unearned fees on a pro-rata basis.
22. Referral Program
GTMify offers an optional referral program. Participation is opt-in and governed by GTMify’s separate Referral Agreement. Client is not enrolled by executing this Agreement or any Statement of Work.
23. General Provisions
Amendments require a writing signed by both parties. Electronic signatures and counterparts are valid, and each counterpart is an original. The parties are independent contractors, and nothing here creates a partnership, joint venture, or employment relationship. If any provision is held invalid or unenforceable, the remaining provisions remain in effect and the invalid provision is enforced to the maximum extent permissible. A party’s failure to enforce a provision is not a waiver of it. Notices must be in writing and are effective on delivery to the address or email stated in the applicable Statement of Work.
This Agreement, together with the incorporated Terms of Service, Privacy Policy, and Data Processing Agreement including its Annex III Sub-Processor List, and the applicable Statement of Work or Order Form, is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous proposals, agreements, and understandings, written or oral.
24. Commercial Terms
The Service Period, fees, seats, credit allotments, elected options, and any engagement-specific sub-processor schedule are set out in the applicable Statement of Work or Order Form, which incorporates and is governed by this Agreement.
GTMify Service Agreement, Version 5.1. Last updated July 31, 2026. Questions about these terms: [email protected].