Client Agreement Terms

Introduction

Welcome to SalesHive. Pipestry, LLC (DBA SalesHive) and its affiliated companies (collectively, "SalesHive") makes this Website and provides its Service to You (both of which are defined below), subject to the following Client Agreement (the "Client Agreement").

Please read this page carefully. By agreeing to a document that incorporates this Agreement (a "Proposal Agreement"), you (and we) agree that the terms of the Client Agreement will govern the relationship between the parties as to Your use of this Website, the Service, and/or any other SalesHive products or services provided to you in connection with the Proposal Agreement.

This Client Agreement, together with the Proposal Agreement and SalesHive's Terms and Conditions and Privacy Policy, constitute the complete agreement between you and SalesHive (the "Agreement"). To the extent there is any conflict between the provisions of the Terms and Conditions or Privacy Policy and the Client Agreement, the terms as set forth in the Client Agreement shall govern. To the extent there is any conflict between the provisions in any other agreement and the Proposal Agreement, the terms as set forth in the Proposal Agreement shall govern.

You and SalesHive agree to the following:

1. Definitions

• "You" means the party to whom SalesHive is to provide the Service (whether identified as a "customer," "client," "licensee," or similar designation). If you are entering this agreement on behalf of more than one person and/or entity, then you agree the obligations imposed hereunder shall be joint and several;
• "Account" means a unique business which may be contacted by SalesHive on Your behalf;
• "Contact" means a unique employee or individual who may be contacted by SalesHive on Your behalf;
• "Playbook" means a strategic document that summarizes processes, benchmarks, ideal company profiles, buyer personas, Your value proposition, campaign messaging, weekly meeting goals, handoff procedures, and SalesHive benchmarks;
• "Total Addressable Market" means a summary Account list of Your Target Market, which may include the company name, URL, location, revenue, employee count, technolographics, and other additional data points deemed necessary by either party;
• "Onboarding Period" means the initial period of research and development of key strategic deliverables;
• "Outreach" means outbound sales activities, including sending emails, social media messages, and direct mail to Contacts or Accounts targeted by SalesHive;
• "Campaign Assets" means Contact data, email domains, LinkedIn profiles, and other information collected or created as part of the Service;
• "Meeting" means a sales conversation scheduled by SalesHive between you and an Account or Contact targeted by SalesHive during Outreach; and
• "Performance Guarantee" means the guaranteed minimum number of booked meetings that SalesHive schedules for You during Outreach.

2. Term of Agreement

This Client Agreement shall become effective on the date the executed Proposal Agreement is provided to SalesHive ("Effective Date"). Prior to the commencement of the Onboarding process, You are required to pay SalesHive an initial Onboarding Deposit as defined in the Proposal Agreement. The Onboarding Deposit shall be applied as a credit toward the bill for Your first month of service.

Prior to the conclusion of the Onboarding Period, You or SalesHive may terminate this Client Agreement at any time by providing written notice to the other Party. In the event that You notify SalesHive of your intent to terminate during the Onboarding Period and within 45 days of receipt of the Onboarding Deposit, the Onboarding Deposit shall be refunded to You in full.

The initial term of this Client Agreement shall be for a period of 12 months ("Term"), with options for early termination as set forth in the Proposal Agreement. Notwithstanding the 12‑month outreach commitment, the following termination options shall apply based on the package selected in the Proposal Agreement:

1. Month-to-Month: If You elect the month-to-month commitment, termination shall be effected by providing a written notice to SalesHive ("Termination Notice"), and the Termination Date shall be the last day of the next full billing period following receipt of such notice.
2. 6‑Month Commitment: If You select a 6‑month commitment, You may terminate this Client Agreement at any time following the 6‑month Outreach period for any reason by providing a written Termination Notice. The Termination Date will be 30 days from the date of the Termination Notice.
3. 12‑Month Commitment: For a 12‑month commitment, You are committed to the full 12‑month Outreach period. In the event SalesHive is below 30% of the agreed annual quota at the end of 6 months of Outreach, You may elect to terminate this Client Agreement without penalty. The Termination Date will be 30 days from the date of the written Termination Notice. In the event of termination during the Initial Term for any other reason, excluding a breach, the initial Term for billing purposes shall remain in force.

In all cases, the Performance Guarantee set forth in Section 3 is contingent upon You maintaining continuous Outreach services for a full 12‑month period. Early termination shall void any such guarantee. All fees will be due and payable through the Termination Date.

In the event of a material breach, the breaching Party shall have 14 days from receipt of written notice to cure the material breach. If the breach is not cured, either Party may terminate this Client Agreement immediately within 14 days of the breaching Party's receipt of written notice of the breach. The Parties may terminate this Client Agreement at any time by mutual agreement.

Upon termination, all fees payable to SalesHive for the remainder of the then-current Term shall be immediately due and payable to SalesHive, and You will promptly remit all such fees to SalesHive. You also acknowledge and agree that Your access to any and all SalesHive Technology and/or Licensed Materials (both defined below) may be automatically terminated and that SalesHive will not be obligated to store any data related to You or make such data accessible for Your retrieval. You further agree to destroy any and all copies of Licensed Materials and any information obtained therefrom, whether in hard copy or electronic form, within 14 days of termination of this Client Agreement by either Party.

3. The Service

Subject to the terms of this Client Agreement, SalesHive will use commercially reasonable efforts to provide You with the service set forth in the Proposal Agreement and described herein (the "Service"). As described more fully therein, the Service may include providing You with access to SalesHive's intellectual property, including any and all SalesHive materials that pre-date this Client Agreement, along with any updates to any such materials made other than for the specific purpose of providing You with the Service ("Licensed Materials"); access to and/or use of SalesHive software, technologies, policies, and/or procedures ("SalesHive Technology"); tangible or intangible items, including (without limitation), Playbooks, Total Addressable Market lists, custom modifications to any Licensed Materials, and/or training materials specifically developed and delivered by SalesHive to You in connection with this Client Agreement ("Deliverables"); and customer service and technical support ("Support Services").

This Client Agreement grants You a non-exclusive, non-transferrable license to access and use the Service, subject to the terms and provisions herein, for the duration of this Client Agreement. You acknowledge and agree that the Licensed Materials, SalesHive Technology, and Support Services, and all related documentation and other intellectual property thereof, remain the exclusive property of SalesHive, and that this Client Agreement does not transfer any ownership, right, title, or interest in any SalesHive intellectual property to You, except as specifically provided herein.

Any Deliverables SalesHive delivers to You shall be Your property. You further agree that during the term and for a period of one (1) year following termination, You shall not (and will not allow any third party to) rent, lease, loan, export, or sell access to SalesHive Technology.

4. Your Responsibilities

You represent and warrant that You have provided accurate information to SalesHive, that You have obtained all required consents for the storage and processing of all data shared with SalesHive, that You have authority to enter into this Agreement, and that entering into this Agreement does not violate any other agreement to which You are party.

You shall make reasonable efforts to provide timely feedback to SalesHive regarding Campaign Assets, Playbooks, messaging strategy, and other Deliverables. Except as otherwise expressly provided in this Agreement, You shall be solely responsible for any and all activity that occurs under Your account(s), and You will notify SalesHive immediately if you become aware of any unauthorized use.

You shall comply with all applicable local, state, national and international laws, rules and regulations in connection with using the Service, including (without limitation) the Telephone Consumer Protection Act and its implementing regulations, CAN-SPAM, state anti-spam laws and regulations, the GDPR, and any other applicable privacy laws. You acknowledge and agree that SalesHive is not liable for any damages resulting from Your failure to abide by applicable laws.

5. Fees and Payments

You agree to pay all fees, including the Onboarding Deposit, applicable to Your subscription to the Service as provided in the Proposal Agreement (collectively, the "Fees"). All Fees are due in advance of the month in which services are provided. SalesHive's acceptance of Partial payment of the Fees or any amount less than the full amount payable at any given time shall not constitute a waiver or release of SalesHive's right to unpaid amounts.

All Fees exclude applicable sales, use, and other taxes, and You are responsible for payment of all such taxes (other than taxes based on SalesHive's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of Fees and/or the delivery of the Service.

Other than as set forth in the Proposal Agreement, all Fees are final and non-refundable. All prices are subject to change without notice.

Billing & Payment Terms:

Monthly Payments - Direct Debit

If You choose to pay monthly, SalesHive requires a direct debit form of payment for monthly payments. You must enroll in automatic payments. Payments will be processed through SalesHive's payment processing partners. You will have two options for such payments:

• Credit Card – Your card will be charged monthly in advance on Your renewal dates. A fee will be applied to cover transaction costs (exempt for CT & MA).
• ACH Transfer – Your bank account will be direct debited in advance on Your monthly renewal dates. There are no transaction fees for ACH payments.

For monthly payments, invoices are issued upon receipt of payment and serve as payment receipts. If payment fails, the invoice will remain past due until resolved.

Prepayment - No Direct Debit

In the event that You do not set up a direct debit, SalesHive will provide you with a payable invoice for 3 months of Service. This invoice must be paid in total prior to each 3 month period of Service. Payment can be made using any accepted payment method. Invoices are marked paid once payment is received.

Payment Due Dates & Late Payments

All Fees are due immediately on the Service Renewal Date or on receipt of an invoice. Partial payments do not waive SalesHive's right to collect the full amount due. If payment is not received within 10 days of the due date (the "Grace Period"), SalesHive may, at its sole discretion:

• Charge any delinquent fees to payment method on file, if any.
• Assess a 2% per month interest fee (or the highest rate permitted by law)
• Suspend or restrict access to all Licensed Materials and SalesHive Technology.
• Terminate this Client Agreement for material breach.

Referral Credits

If You refer an individual or organization that enters into an Agreement with SalesHive, You will receive a $1,000 credit toward future payments when they complete their first month of service. This credit is non-refundable and is forfeited if this Agreement is terminated before use.

6. Confidentiality

"Confidential Information" means any and all proprietary or confidential information of a party that is disclosed by a party to the other in connection with this Agreement in written, oral, electronic, visual or other form or medium, whether or not so marked, designated, or otherwise identified as "confidential." Each party acknowledges the importance of maintaining the confidentiality of Confidential Information, and agrees to hold all Confidential Information in confidence.

Each party agrees (1) not to disclose the other's Confidential Information except to the extent permitted herein; (2) to use the other's Confidential Information only in connection with the rights granted and obligations imposed under this Agreement; and (3) to protect the other's Confidential Information against disclosure using the same degree of care used to protect its own confidential information, but not less than reasonable care.

Each party may disclose Confidential Information to its employees, officers, contractors, and agents ("Permitted Disclosees") that need access, but only for the purposes identified above and only if the Permitted Disclosees have first agreed to obligations of confidentiality. Confidential Information may also be disclosed to the extent required by law, regulation, or court order.

7. Disclaimers and Limitations of Liability

THE SERVICE IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. SALESHIVE MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES (WHETHER EXPRESS OR IMPLIED), INCLUDING AS TO THE ACCURACY, RELIABILITY, SECURITY, COMPLETENESS, OR OPERATION OF ANY ASPECT OF THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST PROFITS, OR LOSS OF GOODWILL, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED BREACH BY THE OTHER OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS TERMINATION BY WRITTEN NOTICE, AND, WHERE APPLICABLE, A REFUND OF A PRORATED PORTION OF THE FEES ALREADY PAID. SALESHIVE'S MAXIMUM LIABILITY TO YOU SHALL BE THE AMOUNTS ACTUALLY PAID TO SALESHIVE BY YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CAUSE OF ACTION.

8. Arbitration and Class Action Waiver

"Claim(s)" means any claim or dispute between the parties and/or their parents, subsidiaries, affiliated companies, employees, agents, officers, owners, directors, successors, and/or assigns (who shall be third-party beneficiaries of this arbitration provision) arising out of or related to this Client Agreement or the Service. This arbitration provision is reciprocal, and any election to arbitrate by one party shall be final and binding on the other. This arbitration provision, including the interpretation and enforcement of this provision, shall be governed by the Federal Arbitration Act and federal arbitration law.

The arbitration shall be commenced and conducted through JAMS (www.jamsadr.com) under its applicable rules, as modified by this arbitration provision. The parties shall each participate in the selection of a neutral arbitrator. If JAMS is unavailable to arbitrate, you and SalesHive agree to arbitrate using an alternative arbitral forum.

Unless you and SalesHive agree otherwise in writing, the final arbitration hearing shall take place in person at the JAMS facility closest to Denver, Colorado, provided that either party may elect to have the arbitration conducted by video conference or telephone. If you initiate arbitration against SalesHive, you will be required to pay an initial fee (unless you qualify for a waiver), and all other arbitration costs shall be paid as determined by the arbitrator. If SalesHive initiates arbitration against you, it shall pay all costs associated with the arbitration.

Waiver of Class Actions:

YOU AND SALESHIVE (INCLUDING ANY THIRD-PARTY BENEFICIARIES) MAY ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THIS WAIVER IS A MATERIAL PROVISION. UNLESS YOU AND SALESHIVE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS.

9. Indemnification

You agree to indemnify, defend, and hold harmless SalesHive and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (1) Your access or use of the Licensed Materials in violation of any law, (2) Your violation of any provision of this Agreement, (3) Your sending of any information, messages, or materials to any Licensed Materials Contact (including, but not limited to, through e-mail, mail, or fax) in violation of any law or the rights of any third party, or (4) the use of any Licensed Materials or SalesHive Technology by any third party to whom You have granted access (including access obtained through use of the usernames and passwords assigned to Licensee and its personnel).

SalesHive shall indemnify You for any damages finally awarded by any court of competent jurisdiction against You in, or for amounts paid by You under a settlement approved by SalesHive in writing of, any legal proceeding brought by a third party alleging that the Licensed Materials or SalesHive Technology infringed upon a third party's intellectual property rights.

As a condition to any right of indemnification under this agreement, the indemnified party must provide written notice of the claim or proceeding, allow the indemnifying party the opportunity to assume the defense of the claim (except in the event of a conflict, in which case the party seeking indemnification will notify the indemnifying party, in writing, of the existence of a conflict), and cooperate in the indemnifying party's defense of the claim to the fullest extent possible. Neither party is entitled to indemnification except as specifically stated herein.

10. Miscellaneous

Subject to and without waiving the arbitration provision above, this Client Agreement shall be exclusively governed by and construed in accordance with the laws of Colorado without regard to its conflict of law principles, and the proper venue for any judicial action arising out of or related to this Agreement shall be the state and federal courts located in Denver, Colorado (a "Court of Competent Jurisdiction"). You and SalesHive stipulate to, and waive, any objection to the personal jurisdiction and venue of such courts and submit to extraterritorial service of process. If you reside outside the U.S. and bring a Claim against SalesHive outside the U.S., applicable laws may authorize you to bring a Claim against SalesHive, which shall be brought in your individual capacity, in the forum where you reside.

In the event any portion of this Client Agreement shall be held to be invalid, illegal, or unenforceable, the remaining provisions shall be unimpaired and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which comes closest to mirroring the parties' intentions underlying the invalid, illegal, or unenforceable provision.

You agree to provide an email address for notices under this Client Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by email to the email address provided by the other party for such purpose and shall be deemed given when sent. Notices to SalesHive shall be sent to legal@saleshive.com. If You fail to provide an email address for notices, SalesHive may provide notices hereunder by any means reasonably calculated to provide You with actual notice thereof, and such notice will be deemed given when sent.

You or SalesHive may propose amendments to this Client Agreement at any time by providing written notice of such proposed amendments. Such proposed amendments shall be deemed accepted thirty (30) days after the date when notice is given unless You inform SalesHive that you do not accept such amendments. No other modification or claimed waiver of any provision of this Client Agreement will be considered valid except by written amendment signed by both parties.

Neither SalesHive nor any of its affiliates will be liable for any delay in performance or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, pandemics, or war.