Gaidme -- Terms of Service

Status: DRAFT. NEEDS LEGAL REVIEW BEFORE LAUNCH AND BEFORE FIRST CONTRACT SIGNED.

Effective date: [TBD on launch] Last updated: 2026-05-05

These Terms of Service ("Terms") govern the engagement between [H2Op Inc. or successor entity] doing business as Gaidme ("Gaidme", "we", "us", "our") and the Client identified in the executed Order Form ("Client", "you"). Gaidme is located at [TBD physical address], United States.

By executing the Order Form referencing these Terms, Client accepts these Terms in full.

1. The Service

Gaidme operates a managed cold-email outreach service for B2B Clients ("Service"). Gaidme:

Provisions and warms dedicated sending domains and inboxes for Client
Designs and runs cold-email campaigns on Client's behalf based on Client-provided offer, ICP, and approved copy
Monitors deliverability and inbox placement
Forwards engaged replies to Client's designated personnel
Bills only for engaged leads as defined in Section 4

Gaidme does NOT:

Guarantee any specific volume of replies, meetings, or closed deals
Conduct sales outreach beyond the initial cold email and follow-up sequence
Handle Client's sales process, qualification calls, or closing
Provide an SDR-as-a-service replacement or outbound calling

2. Order Form and contract term

2.1 Order Form

Each engagement begins with an executed Order Form specifying:

Price per engaged lead
Billing cadence
Anticipated campaign volume
Approved ICP
Designated Client contacts
Term start date

2.2 Contract term

Standard term is twelve (12) months from the start date specified in the Order Form. Term automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term.

2.3 Setup fee and monthly minimum

Default offer: no setup fee, no monthly minimum. Order Form may specify otherwise for complex or custom engagements.

2.4 Pricing per engaged lead

Default price is specified in the Order Form. Pricing is per-Client and is not subject to most-favored-nation or comparable-customer disclosures. Disclosure or comparison of Client-specific pricing across Clients is forbidden.

3. Client obligations

Client agrees to:

Provide accurate and current information about the Client's offer, ICP, target market, and brand voice
Approve copy, sequences, and ICP within five (5) business days of submission by Gaidme
Designate at least one (1) sales contact to receive engaged-lead notifications and follow up within forty-eight (48) hours of receipt
Refrain from instructing Gaidme to use deceptive, false, or non-compliant copy
Maintain truthful representations on Client's website and offer materials referenced in the campaign
Not use the Service to target prospects in the European Union, United Kingdom, or any jurisdiction with cold-email restrictions analogous to GDPR
Not target consumer (B2C) prospects through the Service
Cooperate in good faith with Gaidme's reputation and deliverability protections, including pausing campaigns at Gaidme's reasonable request
Comply with CAN-SPAM, TCPA, CCPA, and other applicable laws governing the Client's outreach

Failure to perform Client obligations may result in suspension of Service per Section 10 without refund of fees already paid.

4. Engaged-lead definition (billable scope)

4.1 Billable engaged lead

A billable engaged lead is a non-automated human reply from a target prospect indicating one of:

Awareness ("What is it?")
Curiosity ("Tell me more")
Buying context ("How much?", "What's the pricing?")
Vendor comparison ("Is this like [competitor]?")
Pricing interest ("Send pricing")
Objection ("We already use X")
Referral ("Talk to Jane, she handles this")
Future intent ("Maybe next quarter", "Not now but follow up")

Examples (illustrative, not exhaustive):

"What is it?"
"How much?"
"Send details."
"We already use X."
"Is this like [competitor]?"
"Talk to Jane, she handles this."
"We might be interested next quarter."
"Not now, but follow up later."

4.2 Non-billable replies

The following are NOT billable:

Hard or soft email bounces
Auto-replies (vacation, OOO, autoresponder confirmations)
Out-of-office responses
Unsubscribe-only replies (no other content)
Wrong-person replies with no referral
Angry replies, spam complaints, "remove me" requests
Blank replies
Bot, security challenge, or automated system responses
Replies from titles outside the agreed ICP

4.3 Edge cases

"Forward to my colleague": billable as ONE engaged lead. Subsequent reply from the colleague is NOT a separate billable.
Negative-but-engaged ("we hate cold email, but our PM might be interested"): billable.
Out-of-office that contains a useful contact ("contact Sarah at..."): billable.
Quick "Sure" / "Send it": billable, even if short.

4.4 Classification

Gaidme uses Gemini AI classification, with human review for borderline cases, to tag each reply as billable or non-billable. The classification is delivered to Client with the actual reply text.

4.5 Dispute window

Client has seven (7) calendar days from delivery of an engaged-lead report to dispute specific entries in writing. Disputed entries are reviewed by Gaidme. Refunds are issued only if Gaidme's review confirms the entry is non-billable. Undisputed entries become final after the 7-day window.

5. Billing and payment

5.1 Billing cadence

Default: monthly invoicing within five (5) business days after month-end, listing each engaged lead delivered during the period. Order Form may specify weekly or other cadence.

5.2 Payment terms

Net fifteen (15) days from invoice date. Payment via Stripe ACH or credit card.

5.3 Late payment

Past-due invoices accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Past-due of more than thirty (30) days entitles Gaidme to suspend Service without further notice.

5.4 No prorated refunds

No prorated refunds are issued upon termination or non-renewal. Engaged leads delivered prior to termination remain billable. Setup labor, infrastructure provisioning, domain warmup, and pool maintenance are non-refundable regardless of campaign performance or termination timing.

5.5 Disputed billing

Client must submit billing disputes within thirty (30) days of invoice date. Undisputed portions of invoices remain due regardless of disputed portions.

6. Termination

6.1 Termination for cause (either party)

Either party may terminate immediately for cause if the other party:

Materially breaches the Terms and fails to cure within fifteen (15) days of written notice
Becomes insolvent, files for bankruptcy, or has a receiver appointed
Engages in fraudulent or illegal conduct in connection with the Service

6.2 Termination by Client without cause

Client may terminate without cause by providing sixty (60) days' written notice. Termination is effective at the end of the notice period. All fees for engaged leads delivered before the effective termination date remain due. No refund of fees already paid.

6.3 Termination by Gaidme without cause

Gaidme may terminate without cause by providing sixty (60) days' written notice. In the event of Gaidme termination without cause and without Client breach, fees for engaged leads delivered through the effective date remain due, and the Client is released from any further obligation.

6.4 Effect of termination

Upon termination:

Active campaigns are wound down
The dedicated sending infrastructure (domains, inboxes) is decommissioned over a 30-day cooldown period
Engaged-lead reports are delivered through the effective date
Final invoice is issued within thirty (30) days
Gaidme retains client data per the Privacy Policy

6.5 Domain cooldown

The dedicated sending infrastructure is held for a 30-day cooldown after termination. Replies arriving from the Client's prior campaigns during the cooldown are quarantined and surfaced to Gaidme staff; they are NOT routed to the Client unless the parties have made specific provision.

7. Reputation and deliverability

7.1 Gaidme reputation responsibility

Gaidme is responsible for managing inbox placement, warmup curves, bounce protection, and reputation hygiene of the dedicated infrastructure provisioned for Client.

7.2 Client reputation responsibility

Client is responsible for the accuracy and lawfulness of the offer, ICP, and approved copy. Inaccurate, deceptive, or non-compliant copy that triggers spam complaints is the Client's responsibility, not Gaidme's.

7.3 Pause for cause

Gaidme may pause Client's campaigns without notice if any of:

Bounce rate exceeds three percent (3%) for two consecutive days
Spam complaint rate exceeds zero point one percent (0.1%)
GLOCKAPPS placement drops below acceptable thresholds
A copy or list-quality issue is identified
A regulatory or legal concern is raised

7.4 Risk-tier assignment

Gaidme operates a risk-tier infrastructure model (Premium, Standard, Quarantine, Dedicated). Client's tier assignment is at Gaidme's sole operational discretion. Tier changes do not modify pricing or term.

7.5 Removal for cause

Any Client demoted to Quarantine more than once in a calendar quarter may be removed from the Service at Gaidme's discretion, without refund of fees already paid.

8. Intellectual property

8.1 Gaidme IP

Gaidme retains all right, title, and interest in the Service, including software, scoring methodology, AI models, sending infrastructure designs, copy templates (where not specific to a Client), and the Gaidme brand.

8.2 Client IP

Client retains all right, title, and interest in the Client-specific offer, brand assets, ICP definitions, and any custom copy specific to Client.

8.3 Reusable patterns

Gaidme may reuse non-Client-specific structural patterns and learnings (general copywriting structures, scoring rules, deliverability tactics) across Clients, provided no Client-specific phrasing or proprietary information is shared.

8.4 Feedback

If Client provides feedback or suggestions, Gaidme may use such feedback without restriction or compensation.

9. Confidentiality

9.1 Definition

"Confidential Information" includes Client-specific copy, ICP, business strategy, customer lists, and pricing terms. Confidential Information does not include information already public, independently developed, or lawfully obtained from a third party without confidentiality obligation.

9.2 Obligations

Each party will use Confidential Information only as necessary to perform under these Terms and will not disclose Confidential Information to third parties except subprocessors bound to comparable obligations.

9.3 Survival

Confidentiality obligations survive termination for two (2) years.

10. Suspension

In addition to termination rights, Gaidme may suspend Service if:

Client fails to provide approvals or follow-ups within agreed SLAs
Client's offer or copy raises legal, ethical, or reputational concerns
Reputation thresholds are breached (Section 7.3)
Payment is past due more than fifteen (15) days

Suspended Service is reactivated upon resolution of the cause. Suspension does not entitle Client to a refund.

11. Warranties and disclaimers

GAIDME PROVIDES THE SERVICE "AS IS." NO WARRANTY IS MADE THAT:

The Service will produce any specific volume of engaged leads, meetings, or sales
All engaged-lead classifications will be perfectly accurate
The Service will be uninterrupted or error-free
Specific deliverability rates will be achieved
Specific reply rates, open rates, or click rates will be achieved

12. Limitation of liability

EXCEPT FOR (A) BREACH OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, OR (C) FRAUD OR WILLFUL MISCONDUCT:

GAIDME'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CLIENT TO GAIDME IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) FIVE THOUSAND UNITED STATES DOLLARS ($5,000).

GAIDME WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

13.1 Client indemnifies Gaidme

Client agrees to indemnify, defend, and hold Gaidme harmless from any third-party claim arising out of:

Client's offer, copy, brand claims, or business representations
Client's outreach communications (including any CAN-SPAM, TCPA, FTC, or CCPA claim)
Client's misuse of engaged-lead data
Client's violation of applicable law
Client's breach of these Terms

13.2 Gaidme indemnifies Client

Gaidme agrees to indemnify, defend, and hold Client harmless from any third-party claim that the Service infrastructure (excluding Client-provided copy and ICP materials) infringes a U.S. patent, copyright, or trademark.

13.3 Procedure

The indemnified party must (a) promptly notify the indemnifying party in writing, (b) grant the indemnifying party sole control of the defense, and (c) cooperate reasonably.

14. Compliance with law

The Service is operated in the United States, and Client uses it solely for outreach to United States B2B prospects. Each party is responsible for its own compliance with:

CAN-SPAM Act
TCPA (note: Service does NOT include outbound calling; if Client uses any phone-based outreach derived from Service data, Client bears all TCPA liability)
CCPA / CPRA
FTC truth-in-advertising rules
All applicable state-level laws

Client expressly represents that its offer and outreach comply with applicable law.

15. Privacy

Use of the Service is governed by the Gaidme Privacy Policy, incorporated by reference.

16. Governing law and dispute resolution

16.1 Governing law

These Terms are governed by the laws of the State of [TBD, likely Delaware or California], United States, without regard to conflict-of-laws principles.

16.2 Negotiation

The parties will attempt to resolve disputes through good-faith negotiation between executive contacts for at least thirty (30) days before formal proceedings.

16.3 Binding arbitration

Any unresolved dispute will be settled by binding arbitration administered by [JAMS or AAA] in [TBD location] under the rules of the chosen forum. Each party bears its own costs unless the rules provide otherwise.

16.4 Class-action waiver

The parties waive the right to participate in any class action or class-arbitration proceeding.

16.5 Injunctive relief

Either party may seek injunctive relief in court for misuse of Confidential Information or IP without first proceeding to arbitration.

17. Miscellaneous

17.1 Entire agreement

These Terms, together with the executed Order Form and Privacy Policy, constitute the entire agreement between the parties.

17.2 Modifications

Modifications to these Terms require a written amendment signed by both parties. The Order Form may be modified by mutual written agreement.

17.3 Assignment

Client may not assign without Gaidme's written consent. Gaidme may assign in connection with a merger, acquisition, or sale of substantially all assets.

17.4 Severability

If any provision is held unenforceable, the remaining provisions remain in effect.

17.5 No waiver

Failure to enforce a provision is not a waiver.

17.6 Force majeure

Neither party is liable for failure to perform due to events beyond reasonable control.

17.7 Notices

Notices to Gaidme: [legal@gaidme.com or TBD], with copy to mailing address. Notices to Client: contact email and address on the Order Form.

17.8 Counterparts and electronic signatures

These Terms and the Order Form may be executed in counterparts and via electronic signature.

17.9 No agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

END OF DRAFT. This document MUST be reviewed by qualified legal counsel before public-facing publication and before execution of the first Client Order Form. Placeholders ([TBD]) must be filled in. Specific jurisdictional law, arbitration venue, dispute-resolution mechanics, and entity name must be confirmed. The engaged-lead definition (Section 4) is contract-grade and will be the most-litigated clause; review with care.