Gaidme -- Terms of Service

Effective date: 2026-05-05 Last updated: 2026-05-05

These Terms of Service ("Terms") govern the engagement between Gaidme ("Gaidme", "we", "us", "our"), a service operated by H2Op, and the Client identified in the executed Order Form ("Client", "you"). Gaidme is located at 2160 Barranca Parkway #1210, Irvine, CA 92606, 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

1.1 Mutual risk

The parties acknowledge that the Service is provided on a pay-per-result basis and involves mutual commercial risk. Gaidme assumes the cost and operational risk of campaign infrastructure, targeting, enrichment, sending, monitoring, and reply handling. Client assumes responsibility for timely follow-up, sales qualification, and conversion of delivered Engaged Leads. Both parties agree to apply the Engaged Lead definition (Section 4) and dispute process in good faith.

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

Initial term is six (6) months from the start date specified in the Order Form, reflecting the time required for sending-domain provisioning, inbox warmup, and reputation establishment before steady-state delivery. After the initial term, the engagement continues on a month-to-month basis until either party terminates per Section 6.

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 reply from a target prospect (a person whose role and company fall within the agreed ICP) that meets at least one of the following criteria:

Substantive question. Asks about pricing, capability, fit, timeline, or mechanics of the Client's offer.
Buying signal or active objection. Expresses interest, requests a meeting, requests materials (deck, pricing, case studies), or surfaces a real objection that continues the conversation (e.g., "We already use [competitor], how is this different?").
Referral to a named decision-maker. Forwards or routes the inquiry to a specifically-named person whose role falls within the agreed ICP. The forwarded contact must be identifiable (name, role, or email), not a generic "talk to my team" brush-off.

Examples (illustrative, not exhaustive):

"What is it?"
"How much does it cost?"
"Send me a deck / pricing / case studies."
"Can it do [specific feature]?"
"How fast can you get started?"
"We're evaluating vendors right now."
"We already use [competitor]." (only when the prospect engages further in the same thread)
"I'm interested. Let's set up a call."
"Forwarding to [Named Person], who handles this."

Replies that consist only of a vague future-intent expression ("maybe next quarter", "not now but follow up later") without a substantive question, buying signal, or named referral are not billable. Polite deferrals without engagement are treated as soft declines.

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

Named forward. "Forward to [Named Person]" is billable as ONE engaged lead. Subsequent reply from the named colleague is NOT a separate billable.
Generic deflection. "Talk to my team" / "send to procurement" without a named contact is NOT billable.
Negative-but-engaged. "We hate cold email, but our PM might be interested" is billable when it includes a substantive continuation.
Out-of-office with a useful contact. "Contact Sarah at sarah@..." is billable as a referral.
Quick reply. A short "Sure" / "Send it" / "Yes" is billable when it follows a clear ask in our prior message.
Vague future intent only. "Follow up next quarter" or "Maybe later" with no question and no named contact is NOT billable.

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 thirty (30) calendar days from delivery of an Engaged Lead to dispute the entry in writing by identifying the disputed lead and explaining why it does not satisfy the Engaged Lead definition in Section 4.1. Disputed entries are reviewed by Gaidme. Refunds or credits are issued only if Gaidme's review confirms the entry is non-billable. Undisputed entries become final after the 30-day window.

4.6 Dispute-rate cap

If Gaidme accepts ten percent (10%) or more of disputes filed by Client in any rolling thirty (30) calendar day period, Gaidme may pause Service and require a good-faith joint review of targeting criteria, qualification rules, copy, and the application of the Engaged Lead definition (Section 4.1). If Gaidme accepts twenty percent (20%) or more of disputes filed by Client in any rolling thirty (30) calendar day period, either party may terminate the applicable Order Form, and Gaidme may invoice all undisputed Engaged Leads delivered prior to termination.

Only Gaidme-accepted disputes count toward these thresholds; disputes that Gaidme reviews and rejects do not.

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

During the initial six-month term, Client may not terminate without cause; this reflects Gaidme's upfront investment in domain provisioning, warmup, and infrastructure setup. After the initial term, Client may terminate without cause by providing thirty (30) 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 thirty (30) 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.

6.6 Data export upon termination

Upon termination or expiration of the applicable Order Form, Gaidme will provide Client with an export of Client campaign data reasonably available in Gaidme's systems, including delivered Engaged Leads, associated conversation records, timestamps, and lead status data. The export will be delivered in CSV format (JSON on written request) within thirty (30) calendar days of the effective termination date.

The export excludes Gaidme proprietary source data, sourcing methods, internal scoring logic, enrichment workflows, classifier prompts, campaign strategy materials, and data relating to other clients.

Gaidme retains its own copy of Client campaign data for seven (7) years following termination for legal, tax, and audit purposes, subject to the confidentiality obligations of Section 9.

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.

7.6 Audit support

Upon reasonable written request, Gaidme will provide supporting campaign records related to disputed or delivered Engaged Leads, which may include conversation records, campaign identifiers, timestamps, sending-platform records, and reply metadata. Audit-support records will be provided within fourteen (14) business days of written request, no more than once per calendar quarter except in connection with an active dispute or pending termination.

Audit support does NOT include Gaidme's proprietary source lists, sourcing methods, scoring systems, enrichment workflows, classifier prompts, internal notes, or campaign strategy materials, which remain Gaidme IP under Section 8.1.

7.7 Read-only platform access

Upon written request, Gaidme will provide read-only access to Client's dedicated sending workspace on Gaidme's third-party sending platform for a designated Client representative. Access is limited to outbound campaign data, reply records, and platform-recorded events relating to Client's own workspace. It does not extend to Gaidme's prospect-list source data, classifier configuration, other clients' workspaces, or any internal Gaidme system.

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 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 Exclusive jurisdiction

Any unresolved dispute will be brought exclusively in the state or federal courts located in Orange County, California, and the parties consent to the personal jurisdiction of those courts. Each party bears its own costs unless the court orders otherwise.

16.4 Class-action waiver

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

16.5 Injunctive relief

Either party may seek injunctive relief in the courts identified in Section 16.3 for misuse of Confidential Information or IP at any time, including before completing the negotiation period in Section 16.2.

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, with copy to 2160 Barranca Parkway #1210, Irvine, CA 92606. 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.