Terms and Conditions

Terms and Conditions — MSP Marketing Programs 

These Terms and Conditions govern all Marketopia MSP marketing program agreements.

These Terms and Conditions (“Terms”) are incorporated by reference into every Marketopia service agreement, proposal, and order form executed by a Client. By signing a Marketopia proposal, order form, or service agreement, Client acknowledges that it has read, understands, and agrees to be bound by these Terms in their entirety. Marketopia reserves the right to update these Terms from time to time. The version in effect at the time of agreement execution governs that agreement. Updated versions are posted at marketopia.com/terms.

1. DEFINITIONS

As used in these Terms and in any Marketopia service agreement:

“Agreement” means the Marketopia service agreement, proposal, or order form signed by Client, together with these Terms, the Solution Summary, and any exhibits or addenda incorporated by reference.

“Marketopia” means Marketopia, LLC, a Florida limited liability company.

“Client” means the business entity or individual that has executed an Agreement with Marketopia for MSP marketing program services.

“Services” means the marketing, lead generation, sales enablement, platform access, and related services described in the Agreement and Solution Summary.

“TGM” or “The Growth Machine” means Marketopia’s proprietary CRM, marketing automation, and sales enablement platform made available to Client during the term of the Agreement.

“Confidential Information” has the meaning set forth in Section 10 of these Terms.

“Intellectual Property” has the meaning set forth in Section 8 of these Terms.

“GROW Vendor Sponsorship” means the program described in the Agreement by which qualifying Clients may receive reduced program pricing funded by vendor sponsors.

2. SERVICES PROVIDED AND PLAN SELECTION

Client selects and Marketopia agrees to provide those Services as identified in the Solution Summary attached to the Agreement. Client represents that it has reviewed the various services offered and understands the nature and extent of the services under the plan(s) selected. Additional services purchased after signing are considered addenda to the Agreement and subject to the same terms and conditions. Marketopia does not guarantee specific lead volumes, meeting quantities, or revenue outcomes except where an explicit performance commitment is stated in the Agreement and Client has satisfied all Client Participation Score requirements.

3. PAYMENT TERMS

3.1 Billing Cycle
Invoices for non-financed services are processed monthly for services to be provided the following month. Additional services are billed monthly and due within fifteen (15) days of invoice receipt.

3.2 Late Payment
A $100 charge will be added to the next invoice for every bounced or returned payment. A late payment interest charge of 1.5% per month (or the highest rate permitted by law, if less) will be assessed on invoices not paid within 5 days of the specified invoice date.

3.3 ACH / Wire Requirement
For all non-financed payments of $10,000 or higher, payment is via ACH or wire transfer only. Credit card payments are accepted for amounts below $10,000 with a 3% convenience fee applied. A 1.5% discount is available for all payments made via ACH or wire.

3.4 Effect of Non-Payment
If Client fails to make any payment due, Marketopia may defer or delay further work until payment is made and may reassign any dedicated resource on Client’s account without liability. Marketopia may also exercise its rights under Section 3.7 (Credit Authorization Hold).

3.5 Annual Price Adjustments
Fees may increase up to 10% per year upon renewal unless otherwise communicated by Marketopia in writing prior to the renewal date.

3.6 Financed Contracts — Non-Cancellable
Where Client has elected to finance this Agreement through a third-party financing provider: (a) this Agreement is non-cancellable for the full term; (b) Client remains obligated for all payments for the entire contract duration regardless of service performance or any other circumstance; (c) Marketopia cannot modify, reduce, cancel, or defer any financed payment obligation; and (d) Client’s payment obligations run directly to the Financing Provider and are governed by the separate financing agreement. Marketopia’s obligations are to provide the services described herein; Client’s payment obligations to the Financing Provider are independent of Marketopia’s service delivery and survive any dispute between Client and Marketopia.

3.7 Credit Authorization Hold
Client authorizes Marketopia to charge the credit card or ACH account on file for any past-due balance on non-financed services after a five (5) day cure period following written notice of non-payment.

3.8 No Monetary Adjustments on Financed Contracts
Client acknowledges that due to third-party financing, Marketopia cannot provide invoice reductions, credits, refunds, rebates, or other forms of financial compensation. Any referenced monetary adjustments in a financed Agreement are expressly superseded by the service-based Performance Commitment described in the Agreement. The Performance Commitment represents additional service value only and does not reduce, modify, or offset any payment obligation.

4. TERM AND CANCELLATION

4.1 Initial Term
The initial term of the Agreement is as specified in the Solution Summary, beginning on the date of signing. Agreements are non-cancellable during the initial term.

4.2 Renewal
The Agreement renews automatically for successive terms equal in duration to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the last month of the then-current term.

4.3 Cancellation Procedure
Cancellation notice must be sent in writing to cancel@marketopia.com with the subject line ‘Cancel Marketopia Services.’ Written or verbal notification to other Marketopia representatives does not constitute valid cancellation. Cancellation is effective at the end of the then-current term following proper notice; it does not relieve Client of payment obligations for the current term.

4.4 Effect of Cancellation on Financed Agreements
For financed agreements, cancellation or termination of the Agreement does not relieve Client of payment obligations to the Financing Provider. Those obligations are governed exclusively by the separate financing agreement.

5. PERFORMANCE COMMITMENT

Where a Performance Commitment is included in the Agreement, it is subject to: (a) Client maintaining a Client Participation Score of 80 or higher for the relevant measurement period; (b) Client providing all requested access, credentials, and content in a timely manner; and (c) no extraordinary market conditions, platform outages, or force majeure events as described in Section 14. The Performance Commitment is a service obligation only and does not create a guarantee of specific revenue, lead volume, or appointment quantities beyond those expressly stated. Service extensions provided under a Performance Commitment have no cash value and may not be transferred or applied to other products.

6. CLIENT PARTICIPATION SCORE

Marketopia measures Client engagement monthly via a Client Participation Score based on five criteria: (1) campaigns deployed, (2) sales methodology adoption, (3) response time to Marketopia communications, (4) appointments attended, and (5) promotions utilized. A score of 80 or higher indicates full engagement and maintains eligibility for Performance Commitment benefits. A score below 60 for two consecutive months triggers a Performance Risk Notice and suspends Performance Commitment eligibility. Client acknowledges that program results are directly correlated with Client participation and that Marketopia’s performance obligations are conditioned on Client meeting participation standards.

7. GROW VENDOR SPONSORSHIP

GROW Vendor Sponsorship pricing is extended to qualifying Clients at Marketopia’s discretion based on vendor budget availability, Client qualification, and quarterly slot capacity. Sponsorship pricing is not a contractual entitlement and may not be available in all enrollment periods. Where sponsorship pricing has been extended and confirmed in the Solution Summary, it applies for the term specified. Clients receiving sponsorship pricing acknowledge their agreement to meet with sponsor vendors, become authorized resellers, and execute co-branded campaigns through TGM. Vendor commission income earned through TGM is governed by separate agreements between the Client and the sponsoring vendor. Marketopia is not a party to those vendor-Client commission arrangements and makes no representations regarding their terms or enforceability.

8. INTELLECTUAL PROPERTY

8.1 Marketopia Intellectual Property
All content, campaigns, templates, methodologies, training materials, platform features, software, and other materials created by Marketopia — including without limitation The Growth Machine platform, the 4U2Grow eLearning library, all campaign frameworks, sales certifications, and all derivative works thereof — are and shall remain the sole and exclusive property of Marketopia, LLC. Client acquires no ownership interest in any Marketopia intellectual property through the Agreement.

8.2 License to Use
Marketopia grants Client a limited, non-exclusive, non-transferable, revocable license to access and use TGM and Marketopia’s campaign library solely for Client’s internal business purposes during the term of the Agreement. This license terminates immediately upon expiration or termination of the Agreement.

8.3 Client Materials
Client retains all ownership rights in materials, logos, trademarks, and content provided by Client to Marketopia for use in performing the Services (“Client Materials”). Client grants Marketopia a limited license to use Client Materials solely to perform the Services during the term of the Agreement.

8.4 Custom Deliverables
All custom deliverables created by Marketopia specifically for Client — including custom sales assets, branded campaign content, and co-branded materials — are licensed to Client for use in Client’s business following payment in full. Marketopia retains the underlying methodologies, frameworks, and templates used to produce such deliverables.

8.5 No Reverse Engineering
Client shall not reverse engineer, decompile, disassemble, or attempt to derive source code from TGM or any Marketopia software. Client shall not reproduce, distribute, or create derivative works from Marketopia’s proprietary materials without express written consent.

9. LIMITATION OF WARRANTY

MARKETOPIA PROVIDES THE SERVICES AND THE TGM PLATFORM ON AN “AS IS” AND “AS AVAILABLE” BASIS. MARKETOPIA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MARKETOPIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL MEET CLIENT’S EXPECTATIONS OR REQUIREMENTS.

Marketopia specifically does not warrant: (a) specific lead volumes, meeting quantities, or revenue outcomes except as expressly stated in a Performance Commitment; (b) delivery rates, open rates, or reply rates for email campaigns; (c) LinkedIn connection acceptance rates; (d) the continued availability of any third-party platform or data source used in delivering the Services; or (e) compliance with any future changes to third-party platform terms of service.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARKETOPIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES, EVEN IF MARKETOPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MARKETOPIA’S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO MARKETOPIA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

The limitations in this Section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive termination or expiration of the Agreement.

11. CONFIDENTIALITY

Each party (“Receiving Party”) agrees to hold in strict confidence all non-public information of the other party (“Disclosing Party”) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”).

11.1 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice and cooperates with the Disclosing Party’s efforts to seek a protective order.

11.2 Obligations
Each Receiving Party shall: (a) use the Disclosing Party’s Confidential Information solely for the purpose of performing or receiving the Services; (b) limit disclosure to employees, contractors, and advisors who have a need to know and are bound by obligations at least as protective as these Terms; and (c) protect Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

11.3 Return or Destruction
Upon expiration or termination of the Agreement, each party shall promptly return or destroy the other party’s Confidential Information upon request, except as required to be retained by applicable law or regulation.

12. HIRING OF MARKETOPIA PERSONNEL

During the term of the Agreement and for a period of twenty-four (24) months following its expiration or termination, Client shall not, directly or indirectly: (a) solicit, recruit, or hire any Marketopia employee, contractor, or other personnel who performed Services under the Agreement; (b) encourage any such personnel to leave Marketopia’s employ or engagement; or (c) otherwise interfere with Marketopia’s employment or contractor relationships.

If Client violates this provision, Client agrees to pay Marketopia a placement fee equal to fifty percent (50%) of the annual compensation (salary or contract value) of the hired or solicited individual. This fee is in addition to any other remedies available to Marketopia and shall be payable within 30 days of demand.

13. DATA AND PRIVACY

13.1 Client Data
Client retains ownership of all Client data uploaded to or generated within TGM by Client. Marketopia processes Client data solely to provide the Services. Upon termination, Client may export its data from TGM within 30 days. After that period, Marketopia has no obligation to retain Client data.

13.2 Platform Data
Aggregated, anonymized data derived from platform usage may be used by Marketopia for benchmarking, product development, and analytics purposes, provided that such data does not identify Client or any individual Client contact.

13.3 CAN-SPAM and Email Compliance
Client is solely responsible for ensuring that its use of Marketopia’s email marketing services complies with CAN-SPAM, CASL, GDPR, and all other applicable laws governing electronic communications. Client warrants that all contact lists provided to Marketopia have been lawfully obtained. Marketopia is not responsible for regulatory violations arising from Client’s contact lists or instructions.

13.4 LinkedIn and Platform Terms
Client acknowledges that use of LinkedIn outreach features through Marketopia’s platform must comply with LinkedIn’s Terms of Service. Client assumes all risks of LinkedIn account restriction or suspension resulting from outreach activity.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by circumstances beyond that party’s reasonable control, including without limitation: acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government actions, power outages, internet service disruptions, cyberattacks, or changes to third-party platform terms of service that materially impair service delivery (collectively, “Force Majeure Events”).

A party affected by a Force Majeure Event shall promptly notify the other party in writing and shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event prevents Marketopia from delivering a material portion of the Services for a period exceeding sixty (60) consecutive days, Client may terminate the Agreement upon written notice, provided Client has paid all fees due through the date of termination.

15. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless Marketopia and its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of the Services in violation of these Terms or applicable law; (b) Client’s contact lists, content, or instructions provided to Marketopia; (c) Client’s violation of any third party’s rights; or (d) Client’s breach of any representation or warranty made in the Agreement.

16. CREDIT REPORTING AND COLLECTIONS AUTHORIZATION

Client understands and agrees that its payment history may be reported to one or more consumer or commercial credit reporting agencies in accordance with the Fair Credit Reporting Act (FCRA) and other applicable laws. If Client’s account becomes past due, Marketopia may: (a) report the delinquency to one or more credit reporting agencies; (b) assign or sell the account to a third-party collection agency; and/or (c) pursue all available legal remedies including filing suit in Pinellas County, Florida. Before any adverse information is reported, Client will receive written notice providing at least thirty (30) days to cure the delinquency.

17. ASSIGNMENTS

Client may not assign or transfer the Agreement or any rights or obligations thereunder without Marketopia’s prior written consent. Marketopia may assign the Agreement without Client’s consent in connection with a merger, acquisition, sale of all or substantially all of Marketopia’s assets, or corporate reorganization. Any attempted assignment in violation of this Section is void. The Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.

18. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws provisions. Client hereby: (a) agrees that any litigation arising out of or relating to this Agreement shall be instituted exclusively in a state or federal court located in Pinellas County, Florida; (b) waives any objection to venue in such courts; and (c) irrevocably submits to the personal jurisdiction of any such court.

19. SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties to the greatest extent possible.

20. COUNTERPARTS AND ELECTRONIC SIGNATURES

The Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures, including signatures obtained through DocuSign, PandaDoc, or similar platforms, shall be deemed valid and binding to the same extent as original handwritten signatures. Transmission of a signed copy by email or electronic document platform constitutes delivery of the original.

21. AGREEMENT AMENDMENTS

These Terms may be amended by Marketopia from time to time. The current version is always posted at marketopia.com/terms. Amendments become effective thirty (30) days after posting. Client’s continued use of the Services after the effective date of an amendment constitutes acceptance of the amended Terms. For Agreements in their initial term, material amendments that increase Client’s financial obligations require written consent from Client.

22. ENTIRE AGREEMENT

The Agreement (including the Solution Summary, these Terms, and any exhibits or addenda) constitutes the entire agreement between Marketopia and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. In the event of any conflict between these Terms and a specific provision of the signed service agreement or Solution Summary, the specific provision in the signed service agreement or Solution Summary shall control with respect to that subject matter only.

23. NO WAIVER

No failure or delay by either party in exercising any right, power, or remedy under the Agreement shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy precludes any other or further exercise thereof. A waiver of any breach or default shall not be deemed a waiver of any subsequent breach or default of the same or any other provision.