Terms & Conditions

1. Preamble & Binding Commercial Agreement

These Terms and Conditions constitute a legally binding commercial contract between SalesFeeder, S.A. de C.V. and its corporate affiliates, including SalesFeeder LLC (collectively "SalesFeeder", "we", "us", or "Provider"), and the commercial enterprise, agency, advertiser, or corporate sponsor identified in an applicable Insertion Order or client portal account ("Client", "Advertiser", "Customer", or "you").

SalesFeeder provides full-funnel Business-to-Business (B2B) digital marketing solutions, including whitepaper content syndication, targeted contextual display advertising, bespoke lead generation, Account-Based Marketing (ABM) orchestrations, and proprietary media dissemination across the B2BInsightSignal.com publishing network (https://b2binsightsignal.com).

2. Key Commercial Definitions

For the purposes of these Terms and all related campaign documentation:

• "Insertion Order" (IO): A mutually executed commercial document detailing specific campaign deliverables, target Ideal Customer Profile (ICP) criteria, agreed Cost-Per-Lead (CPL) or Cost-Per-Mille (CPM) pricing, total campaign volume, delivery timeline, and delivery format.
• "Ideal Customer Profile" (ICP): The agreed matrix of target audience parameters, including job titles, job seniority levels, functional departments, company employee headcount, annual revenue tiers, industry classifications (SIC/NAICS), and geographic regions.
• "Deliverable Lead Record": A verified, consensual B2B contact record captured when an active business professional downloads or interacts with a Client's syndicated thought leadership asset.
• "Publishing Network": The network of 500+ owned, operated, and partnered vertical B2B digital publications powered by the B2BInsightSignal.com media infrastructure.
• "Cost-Per-Lead" (CPL): The fixed, non-fluctuating fee payable by Client for each individual Deliverable Lead Record that complies 100% with the signed ICP specification.

3. Demand Generation & Media Services

SalesFeeder agrees to deploy commercially reasonable efforts to syndicate Client's promotional materials, digital whitepapers, eBooks, solution briefs, analyst reports, and webinar collateral across our Publishing Network.

All demand generation campaigns operate on a strictly consensual, first-party basis. SalesFeeder does not harvest, scrape, or resell unverified email databases. Every delivered lead reflects an active digital transaction where a business professional requested Client's designated collateral.

4. Campaign Insertion Orders & Custom Filtering

Each campaign engagement is formalized through an executed Insertion Order. In the event of any direct conflict between the terms of an executed IO and these Master Terms, the terms of the IO shall prevail solely with respect to the specific campaign governed by that IO.

Custom custom qualifying questions (BANT/Custom Survey Questions) agreed upon in an IO will be integrated into the digital syndication registration gates. SalesFeeder reserves the right to reject content assets that contain malicious code, infringe upon third-party rights, or violate applicable advertising standards.

5. Lead Delivery SLAs & 100% Replacement Guarantee Policy

SalesFeeder stands behind the verified accuracy and integrity of all delivered demand pipeline. Every Deliverable Lead Record is subject to our comprehensive Quality Guarantee:

Delivery Channels

Lead records are delivered via secure encrypted CSV export, automated API webhook dispatch (< 240ms latency), or direct bi-directional CRM integration (Salesforce, HubSpot, Marketo, Eloqua) as specified in the applicable IO.

6. Client Content Asset Licensing & Warranties

Client grants SalesFeeder a non-exclusive, worldwide, royalty-free license for the duration of the campaign to host, display, reproduce, distribute, and promote Client's provided content assets, brand logos, and trademarks across the Publishing Network strictly to execute the agreed campaign.

Client represents and warrants that:

• Client possesses all necessary intellectual property rights, licenses, and authorizations to provide the content assets.
• Provided assets do not contain defamatory, libelous, deceptive, or unlawful materials.
• Client's post-delivery communications with delivered leads will comply fully with global anti-spam regulations (CAN-SPAM, CASL, GDPR, ePrivacy Directive).

7. Invoicing, Fees & Payment Terms

Except as otherwise stipulated in an executed IO, the following commercial payment terms govern all engagements:

• Invoicing Cadence: Invoices are issued upon milestone completion, bi-weekly batch fulfillment, or upon complete fulfillment of the contracted lead volume.
• Payment Term: Invoices are strictly payable Net 30 Days from the date of invoice issuance, unless prepayment terms are specified in the IO.
• Currency: All fees are stated and payable in United States Dollars (USD), unless denominated in Mexican Pesos (MXN) by SalesFeeder, S.A. de C.V.
• Late Invoices: Overdue balances accrue late interest at the rate of 1.5% per month or the maximum statutory rate permitted by applicable law, whichever is lower.

8. Intellectual Property & Proprietary Rights

SalesFeeder Retained Rights: SalesFeeder and its licensors retain exclusive ownership, title, and intellectual property rights in and to our proprietary publishing engines, media portals (including B2BInsightSignal.com), lead validation algorithms, CRM ingestion gateways, software, and trade secrets.

Client Deliverable Ownership: Upon receipt of full payment for an applicable invoice, Client obtains an unrestricted, perpetual, transferable commercial license to utilize the specific delivered lead contact records for Client's internal sales, marketing, and pipeline generation initiatives.

9. Confidentiality & Trade Secrets

"Confidential Information" encompasses all proprietary data, campaign telemetry, custom pricing structures, technical API specifications, lead dossiers, and commercial terms disclosed by one party ("Disclosing Party") to the other ("Receiving Party").

The Receiving Party agrees to protect Confidential Information with the same degree of care it employs for its own confidential assets (and not less than reasonable care), and shall not disclose Confidential Information to any third party except to employees, contractors, and legal advisors who require access for the performance of this Agreement.

10. Data Protection & Regulatory Compliance Warranties

Both parties agree to comply with all applicable global data protection regulations, including Regulation (EU) 2016/679 (GDPR), the California Consumer Privacy Act as amended by the CPRA (Cal. Civ. Code § 1798.100 et seq.), the Mexican Federal Law on Protection of Personal Data (LFPDPPP), and the CAN-SPAM Act of 2003.

Where SalesFeeder processes personal data on behalf of an enterprise Client originating in the EU/EEA or UK, the terms of our Data Processing Addendum (incorporating Standard Contractual Clauses) are deemed automatically incorporated into this Agreement.

11. Term, Suspension & Termination

This Agreement remains in full force for the duration of all active Insertion Orders. Either party may terminate an active engagement:

• Immediately for cause if the other party commits a material breach and fails to cure such breach within fourteen (14) days of written notice.
• Immediately upon insolvency, bankruptcy petition, or assignment for the benefit of creditors by either party.

Upon early termination for convenience by Client (where permitted by the IO), Client shall remain obligated to compensate SalesFeeder for all compliant lead records generated and fulfilled up to the effective termination date.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF PIPELINE REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION LIABILITIES, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE STRICTLY CAPPED AT THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CLIENT TO SALESFEEDER UNDER THE SPECIFIC INSERTION ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

13. Mutual Indemnification

By SalesFeeder: SalesFeeder agrees to defend, indemnify, and hold harmless Client and its officers against third-party claims alleging that SalesFeeder's proprietary publishing platforms or delivery gateways infringe any valid intellectual property right.

By Client: Client agrees to defend, indemnify, and hold harmless SalesFeeder against third-party claims arising from Client's provided content assets, trademark infringements, or Client's post-delivery marketing communications.

14. Dispute Resolution & Governing Law

This Agreement and all claims arising hereunder shall be governed by and construed in accordance with the laws of:

• State of California, USA: For agreements executed with SalesFeeder LLC. Any commercial dispute shall be resolved through binding confidential arbitration administered by JAMS in San Francisco, California.
• State of Jalisco, Mexico: For agreements executed with SalesFeeder, S.A. de C.V., subject to the exclusive jurisdiction of the competent commercial courts located in Zapopan/Guadalajara, Jalisco.

15. General Provisions & Entire Agreement

This Agreement, alongside all executed Insertion Orders, constitutes the complete and exclusive understanding between the parties regarding the subject matter hereof, superseding all prior oral or written negotiations. No modification shall be binding unless executed in writing by authorized signatories of both parties.