Terms applicable to agencies operating on the FullTAM marketplace.
These Agency Marketplace Terms and Conditions (the "Terms") govern access to and use of the FullTAM marketplace (the "Marketplace") by an outbound sales service provider. These Terms form a binding agreement between FullTAM LLC, a Utah limited liability company ("FullTAM"), and the individual or entity accepting these Terms as an agency or service provider (the "Agency").
These Terms incorporate the FullTAM Terms of Service and Privacy Policy. If there is a conflict, these Terms control with respect to the Marketplace commercial terms, Engagements, Qualified Meetings, payouts, and the relationship between FullTAM and the Agency.
Subject to compliance with these Terms, FullTAM grants the Agency a limited, nonexclusive, nontransferable, revocable right to use the Marketplace to maintain a profile, submit proposals, receive Engagements, log meetings, manage performance information, and receive payouts.
An Engagement becomes active when the applicable Company approves the Agency, target criteria, and accepted rate through the Marketplace and FullTAM confirms the Engagement. The Agency bids its own rate at or above the Marketplace Minimum. A bid becomes the applicable rate only when the Company accepts it through the Marketplace and FullTAM confirms the Engagement. A Company is not required to accept the lowest bid or any bid, and FullTAM does not guarantee that a bid will be accepted.
Confirmed fabrication or intentional manipulation of the Qualified Meeting process is grounds for immediate termination. The Agency will not be entitled to a payout for an affected meeting, and FullTAM may offset documented losses caused by the misconduct. Earned payouts unrelated to the misconduct remain subject to the normal payment and offset provisions of these Terms.
The Agency sets its own rate per Qualified Meeting when it bids on an Engagement. A bid may not be below the Marketplace Minimum of Three Hundred Dollars ($300.00) per Qualified Meeting, and the Agency may bid above it where the complexity of the Company's market, the size of the contract, or the scope of the work warrants a higher rate. The Company decides which Agency and which bid to accept. FullTAM retains Fifty Dollars ($50.00) of the accepted rate for each Qualified Meeting and the balance is the Agency Payout, so where the Company accepts the Marketplace Minimum the Agency Payout is Two Hundred Fifty Dollars ($250.00). FullTAM may change the Marketplace Minimum or the amount it retains on notice under Section 18.
Payouts are processed on the first business day after each Invoice Period through the Agency's connected payment account and are subject to payment processor timing. An Agency Payout is earned when a meeting becomes a Qualified Meeting, but payment is due only after the corresponding Company charge has successfully settled, except that FullTAM will not reduce an otherwise earned payout solely because of a payment processing error caused by FullTAM.
The Agency is solely responsible for its income, payroll, employment, and other taxes arising from amounts it receives. FullTAM or its payment processor may issue tax forms and reports as required by applicable law. Amounts paid by FullTAM are the Agency's sole compensation for services performed under an Engagement unless FullTAM expressly agrees otherwise in writing.
FullTAM is the seller of record and handles payment disputes and chargebacks directly with the Company. If a Company reverses, refunds, or charges back a charge relating to a Qualified Meeting after the Agency was paid, FullTAM will resolve the matter with the Company and will bear the cost of that chargeback. FullTAM will not offset, reduce, reverse, or require repayment of an Agency Payout that has been earned for a validly Qualified Meeting because of a Company chargeback. This does not limit FullTAM's remedies where a meeting was fraudulent, fabricated, or did not meet the Qualified Meeting standard, or where the Agency has otherwise breached these Terms, in which case the related Payout may be withheld, reversed, or recovered.
If FullTAM reasonably determines that an Agency presents elevated fraud, compliance, or payment risk, FullTAM may hold a reserve of up to twenty percent (20%) of pending payouts for up to ninety (90) days. FullTAM will notify the Agency of the reserve and release unused amounts when the applicable risk period ends. A reserve does not permit FullTAM to retain unrelated earned payouts permanently.
A Company may dispute a meeting within the Confirmation Window. FullTAM will provide the Agency the stated reason and may request supporting information. The Agency may respond within seventy two (72) hours. FullTAM may decide the dispute on the available record and will ordinarily issue a decision within five (5) business days after the response period.
If FullTAM determines that the meeting satisfies the Qualified Meeting standard, the meeting remains eligible for payout. If FullTAM determines that it does not, no Agency Payout is owed for that meeting. FullTAM's decision is final for Marketplace billing and payout purposes unless later changed through the dispute process in Section 17.
During an Engagement and for twelve (12) months after it ends, the Agency will not directly or indirectly solicit, accept, invoice, or receive payment from the applicable Company outside the Marketplace for outbound sales, appointment setting, or substantially similar services.
This restriction does not apply to a relationship that the Agency can document existed before FullTAM introduced the Company, provided the Agency discloses that prior relationship to FullTAM within ten (10) days after the Engagement begins. It also does not prohibit transactions with the Company for services that are not substantially similar to the services offered through the Engagement.
If the Agency violates this Section, FullTAM may elect liquidated damages equal to twenty five percent (25%) of amounts paid or payable by the Company to the Agency outside the Marketplace during the restricted period. The parties agree that actual lost Marketplace fees and related harm would be difficult to calculate and that this amount is intended as a reasonable estimate rather than a penalty. FullTAM may also seek injunctive relief, but may not recover duplicative lost fee damages for the same conduct in addition to the liquidated damages.
During these Terms and for twelve (12) months after termination, the Agency will not knowingly solicit for employment or direct engagement any FullTAM employee or contractor with whom the Agency had substantive contact through the Marketplace, unless FullTAM gives written consent. General recruiting or advertising not targeted at that person, and a person responding independently to it, does not violate this Section.
The Agency may receive nonpublic information of FullTAM or a Company, including product information, target lists, pricing, internal metrics, campaign strategy, customer information, and operating methods. The Agency will use confidential information only to perform the applicable Engagement and will disclose it only to personnel who need it and are subject to appropriate confidentiality duties.
Confidential information does not include information that the Agency can show was lawfully known without restriction, independently developed, lawfully received from another source, or publicly available without breach. The Agency may disclose information when required by law after giving notice when legally permitted. These duties continue for three (3) years after termination and for as long as information remains a trade secret under applicable law.
The Agency will process Company and Prospect information only as needed to perform the Engagement, comply with law, maintain security, prevent fraud, and resolve disputes. The Agency will not sell Company supplied data or use Company supplied lists, suppression data, campaign data, or confidential information for unrelated purposes.
The Agency will use reasonable administrative, technical, and organizational safeguards appropriate to the information it handles and will notify FullTAM without undue delay after discovering a material security incident involving Company or Prospect information. If applicable law requires the Agency to act as a service provider, contractor, processor, or similar regulated role, the Agency will comply with the restrictions applicable to that role and will execute a reasonable data processing addendum when required.
The Agency is an independent contractor and subcontractor of FullTAM. It is not an employee, agent, partner, or joint venturer of FullTAM or any Company. The Agency controls the day to day manner and means of performing its services, subject to the agreed outcome requirements, Company brand restrictions, compliance obligations, and Marketplace rules. The Agency has no authority to bind FullTAM or a Company and is responsible for compensation, taxes, benefits, supervision, and legal compliance for its personnel.
Each party retains ownership of intellectual property, tools, templates, data, methods, trademarks, and materials it owned or developed independently of an Engagement. Company materials remain the Company's property. Agency methods, general playbooks, templates, and know how remain the Agency's property.
The Agency may use the Company name, marks, product information, and approved materials only as needed for the applicable Engagement and only in the manner authorized by the Company. Upon payment for the related Qualified Meetings or other agreed deliverables, the Company may use campaign specific outreach copy or materials created specifically for it, but that right does not transfer the Agency's underlying tools, templates, methods, or third party materials.
The Agency grants FullTAM a limited, worldwide, nonexclusive, royalty free right to display the Agency name, logo, profile, and approved Marketplace content within the Marketplace. FullTAM may also identify the Agency as a Marketplace participant in its marketing. The Agency may revoke use in external marketing on thirty (30) days written notice, but prior published materials do not need to be recalled.
Each party represents that it has authority to enter into these Terms. The Agency also represents that information it provides is materially accurate, it has the rights needed for the data, materials, tools, and claims it uses, its services will comply with applicable law, and it has not been prohibited by a regulator from providing substantially similar services.
The Agency will maintain insurance required by law and commercially reasonable coverage appropriate to its operations and risk. FullTAM may require specific liability, professional, or cyber coverage for a higher risk Engagement if the requirement is disclosed before the Agency accepts that Engagement.
The Agency will defend, indemnify, and hold harmless FullTAM and its affiliates, officers, directors, employees, and agents from third party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from the Agency's violation of law, breach of these Terms, infringement or misuse of third party rights, unlawful outreach, security incident caused by the Agency, or services performed by the Agency, except to the extent caused by FullTAM's gross negligence or willful misconduct.
FullTAM must provide prompt notice and reasonable cooperation. The Agency may control the defense and settlement, but may not enter a settlement that admits wrongdoing by FullTAM or imposes nonmonetary obligations on FullTAM without FullTAM's written consent.
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits or lost revenue that are not direct damages, arising from these Terms or an Engagement.
Except for fraud, willful misconduct, confidentiality obligations, data protection obligations, indemnification obligations, and Sections 8 and 9, each party's aggregate liability arising from these Terms will not exceed the Agency Payouts paid or payable during the twelve (12) months before the event giving rise to the claim.
These Terms begin when accepted and continue until terminated. Either party may terminate these Terms for convenience on thirty (30) days written notice. FullTAM may terminate immediately for material breach, fraud, fabricated meeting activity, unlawful conduct, security risk, or a material violation of confidentiality or Section 8.
The Agency may request termination of a specific Engagement on seven (7) days notice unless FullTAM agrees to an earlier date. The Company or FullTAM may end an Engagement sooner under the applicable Company terms or for cause. Once termination is effective, the Agency must stop new outreach. A meeting booked before termination remains eligible to become a Qualified Meeting if it occurs within fourteen (14) calendar days after termination and otherwise satisfies the applicable criteria.
Termination does not affect properly earned payouts, valid offsets, repayment obligations, or provisions that by their nature should continue after termination.
These Terms are governed by Utah law, without regard to conflict of law rules. Before filing arbitration, a party must provide written notice describing the dispute and allow fifteen (15) business days for good faith resolution. This notice period does not apply when urgent injunctive relief is reasonably necessary.
Any dispute that is not resolved informally will be decided by binding arbitration administered by JAMS in Salt Lake City, Utah, before one arbitrator. Claims and counterclaims not exceeding $250,000, excluding interest and attorneys' fees, will use the JAMS Streamlined Arbitration Rules and Procedures. Larger disputes will use the JAMS Comprehensive Arbitration Rules and Procedures. The arbitration will proceed only on an individual basis and not as a class, collective, or representative action.
The arbitrator may award any remedy available under applicable law and these Terms. The prevailing party may recover reasonable attorneys' fees and costs. Either party may seek temporary or injunctive relief in the state or federal courts located in Salt Lake County, Utah, for actual or threatened misuse of confidential information, intellectual property, data, or a violation of Sections 8 or 9, and may use those courts to enforce an arbitration award.
FullTAM may update these Terms from time to time. FullTAM will provide at least thirty (30) days notice before a material change becomes effective. A change to the Agency Payout or FullTAM fee applies only to meetings booked on or after the effective date of the new rate. The Agency may end an affected Engagement before a material change becomes effective. Continued use after the effective date constitutes acceptance of the updated Terms.
These Terms, the Terms of Service, the Privacy Policy, and the Engagement terms accepted through the Marketplace are the entire agreement regarding their subject matter. Engagement specific terms control over these Terms only for the specific rate, target criteria, scope, or other item expressly shown and accepted for that Engagement.
The Agency may not assign these Terms without FullTAM's written consent, except in connection with a merger, reorganization, or sale of substantially all of the Agency's business if the successor assumes these Terms. FullTAM may assign these Terms to an affiliate or successor in connection with a reorganization, financing, merger, or sale of its business or assets.
Notices may be delivered through the Marketplace or by email to the address associated with the account. Legal notices to FullTAM may be sent to support@fulltam.com. A failure to enforce a provision is not a waiver. If a provision is unenforceable, the remaining provisions remain effective. Neither party is liable for delay caused by events outside its reasonable control, except payment obligations. There are no third party beneficiaries to these Terms.
Sections concerning payments, chargebacks, confidentiality, data protection, intellectual property, indemnification, limitation of liability, anti circumvention, non solicitation, dispute resolution, and any other provision that by its nature should survive will continue after termination.
By selecting the acceptance box, clicking "I Agree", using the Marketplace after being presented with these Terms, or signing below, the Agency accepts these Terms. The person accepting represents that they have authority to bind the Agency. A FullTAM countersignature is not required for electronic acceptance.
| Agency legal entity name | FullTAM LLC |
| Name and title | Name and title |
| Signature | Signature |
| Date | Date |