Terms applicable to companies buying through the FullTAM marketplace.
These Company Marketplace Terms and Conditions (the "Terms") govern access to and use of the FullTAM marketplace (the "Marketplace") by a company purchasing outbound sales services. These Terms form a binding agreement between FullTAM LLC, a Utah limited liability company ("FullTAM"), and the entity accepting these Terms as a company (the "Company").
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, billing, and the relationship between FullTAM and the Company.
Subject to compliance with these Terms, FullTAM grants the Company a limited, nonexclusive, nontransferable, revocable right to access the Marketplace, review Agency profiles, request Engagements, and manage active Engagements.
An Engagement becomes active when the Company approves the Agency, target criteria, and accepted rate through the Marketplace, maintains a valid payment method, and FullTAM confirms the Engagement. Agencies bid their own rate for an Engagement 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. The Company is not required to accept the lowest bid or any bid.
For each active Engagement, the Company grants FullTAM and the assigned Agency a limited right to use the Company name, trademarks, product information, approved messaging, and other materials supplied by the Company solely to perform and administer the Engagement.
A meeting is a Qualified Meeting only when all of the following are true:
A no show, cancelled meeting, or meeting ending before fifteen (15) minutes is not billable unless it is later rescheduled and satisfies the Qualified Meeting standard. A technical interruption will not disqualify a meeting if the Prospect materially participated for at least fifteen (15) minutes in total.
If the Company does not respond within the Confirmation Window, the meeting is deemed confirmed and may be billed. The Company is responsible for maintaining current target criteria and Exclusion Lists.
Agencies bid their own rate per Qualified Meeting. A bid may not be below the Marketplace Minimum of Three Hundred Dollars ($300.00) and may be higher where the Agency prices for the complexity of the Company's market, the size of the contract, or the scope of the work. The Company selects the Agency and the bid it accepts, and it is not required to accept the lowest bid. The rate the Company accepts becomes the Company Charge for that Engagement. FullTAM retains Fifty Dollars ($50.00) per Qualified Meeting and pays the remaining amount to the Agency. FullTAM may change the Marketplace Minimum or the amount it retains on notice under Section 18.
On the first business day after each Invoice Period, FullTAM may invoice and charge the Company's payment method for all Qualified Meetings in that Invoice Period. The Company authorizes FullTAM and its payment processor to process amounts due under these Terms without a separate approval for each charge.
Fees do not include taxes imposed on the Company's purchase, if any. FullTAM may collect applicable sales, use, or similar taxes when required by law. The Company is not responsible for taxes imposed on FullTAM's net income or payroll.
If payment fails, the Company will have five (5) business days after notice to update its payment method or pay the amount due. FullTAM may pause active Engagements after five (5) business days of nonpayment and may terminate them after fifteen (15) business days of nonpayment. Past due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
The Company may dispute a meeting within the Confirmation Window by identifying the specific reason the meeting did not satisfy Section 4. Examples include an incorrect company type, role mismatch, no show, insufficient attendance time, an applicable Exclusion List entry, or material misrepresentation of the Prospect.
The Agency may provide supporting information within seventy two (72) hours after notice of the dispute. FullTAM will review the available information and issue a decision within five (5) business days after the response period. FullTAM's decision is final for Marketplace billing purposes unless later changed through the dispute process in Section 16.
If the Company prevails, the meeting will not be billed. If it was already charged, FullTAM will issue a refund or account credit. If the Agency prevails, the meeting may be included in the next Invoice Period.
The Company agrees to use this process before initiating a chargeback for a Qualified Meeting. This does not restrict a good faith claim that a charge was unauthorized or fraudulent. A chargeback initiated in breach of this Section may be treated as a material breach, and the Company may be responsible for reasonable processor fees and collection costs caused by the improper chargeback.
The Company may end an Engagement at any time through the Marketplace or by written notice. The Agency must stop new outreach when the termination becomes effective. A meeting booked before the termination notice remains eligible to become a Qualified Meeting if it occurs within fourteen (14) calendar days after termination and otherwise satisfies Section 4.
The Company may terminate these Terms when no active Engagement remains, subject to payment of amounts already due or that become due for eligible meetings booked before termination. FullTAM may terminate these Terms for convenience on thirty (30) days notice, or immediately for material breach, fraud, nonpayment, unlawful conduct, security risk, or a material violation of confidentiality or Section 15.
Termination does not affect accrued payment obligations or provisions that by their nature should continue after termination.
Each party may receive nonpublic business, technical, financial, pricing, customer, or operational information of the other party or an assigned Agency. The receiving party will use confidential information only for the Marketplace relationship, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are subject to appropriate confidentiality duties.
Confidential information does not include information that the receiving party can show was lawfully known without restriction, independently developed, lawfully received from another source, or publicly available without breach. A party 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.
Each party will comply with privacy, data protection, marketing, and security laws applicable to its role and activities. The Company authorizes FullTAM to share Company information, approved campaign materials, and Engagement information with the assigned Agency as needed to perform and administer the Engagement.
FullTAM and the Agency may use Company and Prospect information only as reasonably necessary to provide the Marketplace and Engagement, comply with law, maintain security, prevent fraud, and resolve disputes. Each party will use reasonable safeguards and will notify the other affected party without undue delay after discovering a material security incident involving shared information. If applicable law requires a separate data processing addendum, the parties will complete one.
Agencies are independent subcontractors engaged by FullTAM. FullTAM does not control the Agency's day to day manner and means of performing outreach. FullTAM may monitor quality, enforce Marketplace requirements, investigate complaints, and remove or replace an Agency for quality, compliance, security, fraud, or Marketplace reasons.
FullTAM does not guarantee the number of meetings, sales opportunities, conversions, revenue, or other commercial outcome. Section 7 is the Company's remedy for a meeting that does not satisfy the Qualified Meeting standard. This limitation does not apply to separate claims involving fraud, confidentiality, data security, or other obligations expressly stated in these Terms.
Each party represents that it has authority to enter into these Terms and perform its obligations. The Company also represents that its Marketplace information is materially accurate, it is authorized to use the payment method and materials it provides, and its instructions and use of the Marketplace will comply with applicable law.
Except for the express obligations in these Terms, the Marketplace and services are provided without additional warranties, including any warranty of a particular commercial result.
Each party will defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from third party claims, damages, liabilities, costs, and reasonable attorneys' fees to the extent caused by the indemnifying party's violation of law, gross negligence, willful misconduct, or infringement arising from materials it supplied.
The Company will also indemnify FullTAM for third party claims arising from Company supplied instructions or claims, the Company's unlawful use of Prospect information, or the Company's unlawful or wrongful treatment of a Prospect. An indemnified party must provide prompt notice and reasonable cooperation, and the indemnifying party may control the defense and settlement so long as a settlement does not admit wrongdoing or impose nonmonetary obligations on the indemnified party without 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 payment obligations, fraud, willful misconduct, confidentiality obligations, data protection obligations, indemnification obligations, and Section 15, each party's aggregate liability arising from these Terms will not exceed the Company Charges paid or payable during the twelve (12) months before the event giving rise to the claim.
During an Engagement and for twelve (12) months after it ends, the Company will not directly or indirectly engage, contract with, retain, or pay an Agency introduced through the Marketplace for outbound sales, appointment setting, or substantially similar services outside the Marketplace.
This restriction does not apply to a relationship that the Company can document existed before FullTAM introduced the Agency, provided the Company discloses that prior relationship to FullTAM within ten (10) days after the Engagement begins. It also does not prohibit transactions with the Agency for services that are not substantially similar to the services offered through the Engagement.
If the Company violates this Section, FullTAM may elect liquidated damages equal to twenty five percent (25%) of amounts paid or payable 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.
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 Section 15, 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 Company Charge applies only to meetings booked on or after the effective date of the new rate. The Company may terminate 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 Company may not assign these Terms without FullTAM's written consent, except in connection with a merger, reorganization, or sale of substantially all of the Company'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 payment, confidentiality, data protection, indemnification, limitation of liability, anti circumvention, 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 Company accepts these Terms. The person accepting represents that they have authority to bind the Company. A FullTAM countersignature is not required for electronic acceptance.
| Company legal entity name | FullTAM LLC |
| Name and title | Name and title |
| Signature | Signature |
| Date | Date |