Autopilot Engagement Agreement

This Prospectr Autopilot Purchase & Engagement Agreement (the “Agreement”) is between Prospectr Marketing Inc., a Minnesota corporation doing business as Prospectr Digital (“Prospectr”), and the individual or entity completing checkout (“Customer”). By completing payment or executing a Statement of Work, Customer agrees to this Agreement.

SOW controls. If a signed Statement of Work (“SOW”) exists for Customer’s engagement, the SOW controls where it conflicts with this Agreement. This Agreement fills gaps the SOW does not address. This Agreement incorporates the Prospectr Privacy Policy by reference.

1. Parties

Prospectr Digital: Prospectr Marketing Inc. dba Prospectr Digital, a Minnesota corporation. 3508 W 22nd St, Minneapolis, Minnesota 55416, USA. info@prospectrdigital.com · (612) 293-0179.

Customer: the individual or legal entity completing checkout or executing an SOW. By accepting, Customer represents they are authorized to bind the entity they represent.

2. Services

Prospectr will provide the following under the Autopilot product:

• Autopilot Setup ($1,000 one-time): 5–10 sending domain procurement, 50 inbox provisioning, DNS/SPF/DKIM/DMARC configuration, warmup, ICP processing, copy generation, Instantly workspace setup, and first sequence deployment. Delivered within 72 hours of brief approval.
• Autopilot Monthly ($600/month flat): Ongoing ICP data sourcing, copy generation, AI response nurturing, lead classification, deliverability management, and lead delivery. No per-lead fees. No tiered pricing.

Performance gates. Performance gates specific to Customer’s engagement are set in the SOW or written confirmation at signup. The 60-day lead guarantee in Section 5 applies by default where no SOW sets a different gate.

3. Fees and payment

Component	Amount	Billing
Autopilot Setup	$1,000 USD	Due before work begins
Autopilot Monthly	$600 USD	Invoiced monthly in advance, net 15 days

Late payments: balances unpaid after 30 days from the due date accrue interest at 1.5% per month (18% per annum) until paid in full. Prospectr reserves the right to pause services on accounts with balances more than 30 days past due.

A signed SOW may set different payment terms; in that case, the SOW controls. Payment is processed via Stripe; Prospectr does not store full card information.

4. Term and cancellation

• Month-to-month: Customer may cancel anytime from the customer portal. No notice period required beyond the current billing cycle.
• Setup fee: non-refundable once domain procurement begins (approximately 4 hours after payment clears).
• Monthly subscription: cancels at the end of the current billing period. No prorated refunds for partial months remaining after cancellation.
• Pre-procurement cancellation: if Customer cancels before domain procurement begins, the full $1,000 setup fee is refunded within 5 business days.
• Fixed-term SOW: where an SOW sets a minimum term, early termination by Customer does not relieve Customer of payment obligations for the remainder of that term unless Prospectr has materially failed to deliver and not cured within 15 days of written notice.

5. The 60-day lead guarantee

Prospectr guarantees that Customer’s Autopilot account will produce at least 50% of the lead volume estimated at signup (“Promised Volume”) within the first 60 calendar days of active service. If actual delivered leads are below 50% of Promised Volume at day 60, Customer may elect within 30 days of day 60 (“Claim Window”) one remedy:

• (a) 50% service credit applied to the next monthly invoice; or
• (b) termination of the subscription plus a full refund of the one-time setup fee.

The Claim Window expires at day 90. The guarantee is void if:

• Customer paused, missed payment, or violated Section 7 (Acceptable Use) during the period.
• Customer rejected all copy drafts without providing revision direction.
• The brief was incomplete or contained materially inaccurate ICP data.
• Customer’s total addressable market is fewer than 500 contacts (insufficient for meaningful volume).

A signed SOW may set different performance gates; in that case, the SOW’s gate replaces this guarantee for that engagement.

6. Data and cloud ownership

All sending domains, Instantly workspaces, prospect lists, lead data, and campaign assets built for Customer’s account belong to Customer. Prospectr holds no license over Customer’s operational data. Customer may export or migrate all assets at any time during the subscription. Prospectr will revoke its own access to Customer’s sending accounts upon written request.

7. Acceptable use

Customer warrants it will use Autopilot only for lawful purposes. Customer may not direct Prospectr to target legally protected suppression lists, send communications that misrepresent Customer’s identity, engage in harassment or deceptive practices, or violate the CAN-SPAM Act, TCPA, CASL, or any other applicable anti-spam or privacy law. Violation entitles Prospectr to terminate immediately without refund.

8. Intellectual property

Prospectr’s methodology: Prospectr’s infrastructure, data pipeline, campaign architecture, proprietary database, and playbooks remain Prospectr’s intellectual property. Customer receives the benefit of these assets during the engagement but acquires no ownership interest in them.

Customer content: all data, brand assets, and copy contributed by Customer remain Customer’s property.

Campaign deliverables: email sequences and written deliverables created for Customer are licensed to Customer on a perpetual, non-exclusive basis upon full payment. Prospectr retains the right to use anonymized performance data for internal purposes.

9. Confidentiality

Both parties agree to hold in strict confidence all non-public information disclosed by the other in connection with the engagement, and to use such information only to fulfill obligations under this Agreement. Confidentiality obligations survive termination for three (3) years, except for trade secrets, which are protected indefinitely. Prospectr will not share Customer’s business data, lead lists, or campaign performance data with other clients or third parties except as necessary to provide agreed services or as required by law.

10. Disclaimers

Prospectr does not guarantee specific lead volume beyond the 60-day guarantee in Section 5, or any revenue outcome, sales close rate, or other business result. Campaign performance depends on factors outside Prospectr’s control including Customer’s offer, sales process, and market conditions. Services are provided “as is” and “as available.”

11. Limitation of liability

To the maximum extent permitted by law, Prospectr’s total liability arising out of or related to this Agreement is limited to the fees Customer actually paid in the 12 months preceding the claim. In no event will Prospectr be liable for indirect, incidental, special, consequential, or punitive damages, including lost revenue, lost data, or loss of business opportunity.

12. Indemnification

Customer agrees to indemnify and hold Prospectr harmless from any claim arising out of: (a) Customer’s breach of this Agreement or applicable law; (b) data or content Customer provides that infringes a third party’s rights; or (c) Customer’s use of leads or deliverables in a manner not authorized by this Agreement.

13. Mutual non-disparagement

Both parties agree not to make disparaging public statements about the other during the engagement and for 12 months following termination.

14. Dispute resolution

This Agreement is governed by the laws of the State of Minnesota without regard to conflict-of-law rules. The parties will first attempt to resolve any dispute through good-faith negotiation for at least 30 days after written notice. Any unresolved dispute will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Hennepin County, Minnesota. Either party may seek emergency injunctive relief in a court of competent jurisdiction in Hennepin County for IP misuse or breach of confidentiality.

15. Entire agreement

This Agreement, together with the applicable SOW (if any) and the Prospectr Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior discussions and representations. If a signed SOW exists, the SOW controls where it conflicts with this Agreement. If any provision is held unenforceable, the remaining provisions remain in full effect. Prospectr may update this Agreement; material changes will be posted with a new effective date and will not reduce rights tied to engagements already underway.

16. Acceptance

Completing checkout at autopilot.prospectrdigital.com/start or executing a Statement of Work constitutes Customer’s acceptance of this Agreement. Electronic signatures are valid and binding under E-SIGN and the Minnesota Uniform Electronic Transactions Act (MUETA).