Terms & Conditions

Last updated: June 1, 2026  ·  Effective: June 1, 2026  ·  GTM Gameplan, LLC  ·  Los Angeles, California

Please read these Terms & Conditions (“Terms” or “Agreement”) carefully before accessing or using the GTM Gameplan website located at gtmgameplan.com, the GTM Gameplan software platform, application programming interfaces (APIs), mobile applications, newsletters, reports, and all related services, features, content, and tools (collectively, the “Service”) operated by GTM Gameplan, LLC, a California limited liability company (“GTM Gameplan,” “Company,” “we,” “us,” or “our”).

By accessing or using the Service in any manner — including browsing the website, submitting a form, creating an account, accessing a free trial, or clicking any “I agree,” “Book a demo,” “Subscribe,” or similar button — you (“User,” “Customer,” or “you”) acknowledge that you have read, understood, and agree to be legally bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and “you” refers to that organization.

IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE AND MUST IMMEDIATELY CEASE ALL USE.

1. Definitions

As used in these Terms, the following definitions apply:

• “Authorized Users” means the employees, contractors, or agents of Customer who are authorized by Customer to access and use the Service under Customer's account, subject to the user seat limits specified in the applicable Order Form or Subscription plan.
• “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. GTM Gameplan's Confidential Information includes, without limitation, the Service, its underlying technology, pricing, algorithms, and business roadmap.
• “Customer” means the organization or individual that has agreed to these Terms and purchased or otherwise accessed the Service.
• “Customer Data” means all data, information, content, and materials that Customer or its Authorized Users upload, submit, input, or otherwise transmit to or through the Service, including without limitation CRM data, prospect lists, contact information, email copy, and any other data processed by the Service on Customer's behalf.
• “Documentation” means any user guides, technical specifications, API documentation, release notes, help articles, and other written materials relating to the Service that GTM Gameplan makes available to Customer.
• “GTM Gameplan Technology” means the Service and all related software, source code, object code, algorithms, machine learning models, large language model prompts and configurations, APIs, user interfaces, designs, methodologies, workflows, know-how, trade secrets, and all intellectual property embodied therein, excluding Customer Data.
• “Order Form” means any written or electronic ordering document, statement of work, or agreement executed by the parties that specifies the Subscription, fees, term, and other commercial terms, and that references or incorporates these Terms.
• “Output” means any content, analysis, reports, prospect lists, fit scores, research dossiers, outreach drafts, email sequences, contact information, or other materials generated, compiled, or produced by the Service, in whole or in part, through automated or AI-assisted processes based on Customer Data and publicly available information.
• “Personal Information” has the meaning given in applicable privacy law, including the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and other applicable data protection legislation.
• “Prohibited Content” means any content that violates applicable law, these Terms, or third-party rights, including without limitation content that is defamatory, fraudulent, obscene, threatening, or that infringes any intellectual property right.
• “Subscription” means the recurring paid plan purchased by Customer that governs the scope, duration, and terms of Customer's access to the Service, as specified in an applicable Order Form or accepted pricing page.
• “Subscription Term” means the initial period and any renewal periods during which Customer's Subscription is active, as specified in the applicable Order Form or account settings.

2. Eligibility and Authority

2.1 Age and Legal Capacity

To access or use the Service, you must be at least 18 years of age, have the legal capacity and authority to enter into a binding contract in the jurisdiction where you are located, and not be barred from using the Service under applicable law. The Service is not intended for and may not be used by persons under 18 years of age.

2.2 Business Use Only

The Service is intended solely for business-to-business use by organizations engaged in sponsorship sales, partnership development, sports and entertainment property management, venue operations, media and broadcast, agency representation, and related industries. The Service is not intended for consumer use or for individuals acting in a purely personal capacity unrelated to a business purpose.

2.3 Organizational Authority

If you are entering into these Terms on behalf of an organization, partnership, or other legal entity, you represent and warrant that: (a) you have the full legal authority to bind such entity to these Terms; (b) you have read and understand these Terms; (c) you agree to these Terms on behalf of such entity; and (d) the entity is duly organized, validly existing, and in good standing under applicable law. GTM Gameplan may require you to demonstrate your authority to bind an entity prior to granting access to the Service.

2.4 Refusal and Suspension

GTM Gameplan reserves the right to refuse, suspend, or terminate access to the Service to any person or entity at any time, with or without cause and with or without notice, including but not limited to situations where we believe that: (a) you have violated or will violate these Terms; (b) your use poses a risk to other users, third parties, or GTM Gameplan; (c) we are required to do so by law; or (d) continued provision of the Service is not commercially viable.

3. Account Registration and Security

3.1 Registration Requirements

Access to certain features of the Service requires you to register for an account. When registering, you agree to: (a) provide accurate, current, complete, and truthful information; (b) maintain and promptly update such information to keep it accurate and current; (c) use a valid business or organizational email address; and (d) not impersonate any other person or entity or falsely represent your affiliation with any person or entity. GTM Gameplan may, in its sole discretion, reject any registration, refuse to create an account, or cancel any existing account without liability.

3.2 Account Credentials and Security

You are solely and exclusively responsible for: (a) maintaining the strict confidentiality of your account login credentials, including your username, password, API keys, and any multi-factor authentication codes or tokens; (b) all activity that occurs under your account, whether or not authorized by you; (c) taking all reasonable steps to prevent unauthorized access to your account, including using strong passwords and enabling multi-factor authentication where available; and (d) ensuring that you log out of your account at the end of each session. You agree not to share your credentials with any person, including other employees or Authorized Users, unless those individuals have their own separate account credentials.

3.3 Notification of Security Breach

You agree to notify GTM Gameplan immediately — and in no event more than 24 hours after becoming aware — at evan@gtmgameplan.com upon becoming aware of any: (a) actual or suspected unauthorized use of your account or credentials; (b) loss or theft of credentials; (c) any other security incident affecting the Service or Customer Data. You agree to cooperate fully with GTM Gameplan in investigating any suspected security incident and to take any remedial action GTM Gameplan reasonably requests. GTM Gameplan will not be liable for any loss or damage arising from your failure to comply with these security obligations.

3.4 Responsibility for Authorized Users

Customer is fully responsible for: (a) all acts and omissions of its Authorized Users in connection with the Service, as if they were Customer's own acts and omissions; (b) ensuring that all Authorized Users receive adequate training and understand these Terms; (c) ensuring Authorized Users' compliance with all applicable laws, regulations, and these Terms; and (d) immediately revoking access for any Authorized User whose engagement with Customer ends or whose access is no longer authorized. Customer shall promptly notify GTM Gameplan of any changes to its Authorized Users.

3.5 Account Limitations

Unless expressly authorized in an Order Form: (a) each organization may maintain only one active account; (b) account access is limited to the number of user seats specified in the applicable Order Form or Subscription plan; (c) creating duplicate, fraudulent, or fictitious accounts is strictly prohibited; and (d) accounts may not be transferred, sold, or assigned to any third party.

4. License Grant and Restrictions

4.1 License Grant

Subject to Customer's compliance with these Terms and timely payment of all applicable Fees, GTM Gameplan grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to: (a) access and use the Service solely for Customer's internal business purposes; (b) access and use any Documentation provided with the Service; and (c) use Output generated by the Service for Customer's internal sponsorship sales and partnership development activities. This license does not include the right to access the Service's underlying source code or to use the Service for the benefit of any third party except as expressly authorized herein.

4.2 Restrictions on Use

Customer may not, and may not permit any Authorized User or third party to, directly or indirectly:

• Sublicense, resell, rent, lease, lend, transfer, assign, or otherwise dispose of the Service, any access to the Service, or any rights therein to any third party for any purpose;
• Copy, reproduce, distribute, publish, display, or perform any portion of the Service, its underlying technology, or Documentation, except as permitted by these Terms;
• Modify, translate, adapt, localize, or create derivative works based on the Service, the GTM Gameplan Technology, or any Output, except as expressly permitted in writing by GTM Gameplan;
• Reverse engineer, decompile, disassemble, attempt to extract source code from, or otherwise attempt to derive or reconstruct the underlying source code, algorithms, machine learning models, trade secrets, or other proprietary elements of the Service;
• Remove, alter, cover, obscure, or tamper with any intellectual property notices, copyright statements, trademark attributions, or other proprietary notices or legends in or on the Service, Documentation, or Output;
• Frame, mirror, cache, or scrape any portion of the Service or use any robot, spider, crawler, scraper, automated tool, or other means to access the Service or extract data from it at a rate or in a manner that exceeds reasonable human browsing, without GTM Gameplan's prior written consent;
• Use the Service or any Output to build, develop, train, or assist in building or developing, directly or indirectly, any product or service that competes with the Service, or to benchmark the Service against a competitive product for the purpose of building a competing product;
• Use the Service in any manner that could impose an unreasonable or disproportionately large load on GTM Gameplan's infrastructure, or that interferes with or disrupts the integrity, performance, or availability of the Service;
• Attempt to gain unauthorized access to the Service, other user accounts, or any systems, servers, or networks connected to or associated with the Service;
• Upload, transmit, introduce, or permit the introduction of any malicious code, viruses, worms, Trojan horses, ransomware, spyware, or other harmful, disruptive, or destructive software, files, or scripts into the Service;
• Use Output or the Service in any way that violates any applicable law, regulation, or these Terms, or that infringes or misappropriates any third-party intellectual property, privacy, or other rights;
• Use the Service to circumvent or attempt to circumvent any technological protection measures, access controls, rate limits, or geographic restrictions;
• Share account access credentials or allow multiple individuals to access the Service using the same login credentials without purchasing additional user seats;
• Aggregate, mine, or harvest data from the Service in bulk beyond what is necessary for the individual use contemplated by these Terms;
• Use the Service for any unlawful purpose or in violation of any applicable federal, state, local, or international law or regulation.

4.3 Output Use and Responsibility

Output generated by the Service — including but not limited to prospect lists, research dossiers, fit scores, and outreach drafts — is provided for Customer's internal business use only, subject to these Terms. Customer acknowledges and agrees that: (a) all Output must be reviewed and approved by a human representative of Customer before any reliance or action is taken; (b) Customer bears sole and exclusive responsibility for any communications sent, decisions made, or actions taken in reliance on Output; (c) GTM Gameplan makes no representations or warranties regarding the accuracy, completeness, timeliness, or fitness for purpose of any Output; (d) Output may contain errors, omissions, outdated information, or information derived from inaccurate underlying data sources; and (e) Customer's use of Output in any communication, publication, or external-facing material is solely at Customer's own risk.

4.4 API Access

If GTM Gameplan provides Customer with API access as part of the Service, Customer's use of such API is subject to the API documentation, rate limits, and any additional terms specified by GTM Gameplan. Customer may not use the API to: (a) extract or harvest data in bulk beyond the permitted use case; (b) build applications that compete with the Service; or (c) exceed rate limits or circumvent access controls.

5. Acceptable Use Policy

5.1 Prohibited Conduct

In connection with the Service, Customer agrees not to, and agrees not to permit any Authorized User to:

• Violate any applicable federal, state, local, or international law or regulation, including without limitation laws relating to data privacy, anti-spam, unfair competition, false advertising, securities fraud, consumer protection, and export controls;
• Send unsolicited commercial electronic messages (spam), unsolicited text messages, or use Output to generate or send communications that violate the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the Controlling the Assault of Non-Solicited Pornography And Marketing Act, the Canadian Anti-Spam Legislation (CASL), the EU General Data Protection Regulation (GDPR), the UK GDPR, or any other applicable anti-spam, telecommunications, or communications law;
• Harass, threaten, intimidate, abuse, stalk, impersonate, or cause harm or distress to any individual or organization;
• Misrepresent your identity, affiliation, authority, or the nature of any communication, including sending emails that falsely appear to originate from a third party;
• Upload, transmit, store, or process any Customer Data or content that infringes any patent, trademark, trade secret, copyright, trade dress, right of publicity, right of privacy, or other intellectual property or proprietary right of any party;
• Upload, transmit, or store any content that is defamatory, obscene, pornographic, sexually explicit, hateful, racially or ethnically offensive, discriminatory, or otherwise objectionable;
• Use the Service to collect, process, or store sensitive personal information without appropriate consents and safeguards, including health information, financial account information, government identification numbers, or information about minors;
• Use the Service to facilitate or assist in any illegal activity, including money laundering, securities fraud, tax evasion, identity theft, or any form of fraud;
• Interfere with, disrupt, or attempt to gain unauthorized access to any portion of the Service, or any systems, servers, or networks connected to the Service, including by launching denial-of-service attacks or exploiting security vulnerabilities;
• Use the Service to contact individuals who have opted out or unsubscribed from commercial communications from you or who are on any applicable do-not-contact lists;
• Engage in any conduct that, in GTM Gameplan's reasonable judgment, exposes GTM Gameplan, its users, or any third party to legal liability, embarrassment, or reputational harm;
• Use the Service in any manner that places an unreasonable burden on GTM Gameplan's systems or networks.

5.2 Compliance with Outreach and Communications Laws

Customer is solely and exclusively responsible for ensuring that any outreach communications prepared, facilitated, or sent using or based on Output comply with all applicable laws, including without limitation: (a) the CAN-SPAM Act, 15 U.S.C. § 7701 et seq.; (b) the Telephone Consumer Protection Act, 47 U.S.C. § 227; (c) the California Business and Professions Code § 17529 et seq.; (d) the EU GDPR and applicable member state data protection laws; (e) the UK GDPR; (f) CASL; and (g) any other applicable local, state, national, or international communications law. Customer must maintain and honor suppression and opt-out lists and must not use the Service to contact individuals or organizations that have previously opted out or requested no further contact from Customer.

5.3 Content Standards

All Customer Data submitted through the Service must comply with these Terms. Customer represents and warrants that Customer Data: (a) does not and will not violate any applicable law; (b) does not and will not infringe any third-party intellectual property or privacy rights; (c) is not false, misleading, or deceptive; and (d) Customer has all rights, licenses, and consents necessary to submit such data to the Service.

5.4 Monitoring and Enforcement

GTM Gameplan reserves the right, but not the obligation, to monitor Customer's use of the Service for compliance with this Acceptable Use Policy. GTM Gameplan may, without notice or liability and in its sole discretion: (a) refuse to process or remove any Customer Data that violates this Policy; (b) suspend or terminate Customer's access to the Service; (c) report violations to appropriate law enforcement, regulatory authorities, or affected third parties; and (d) cooperate with law enforcement in any investigation. Any failure by GTM Gameplan to enforce any provision of this Policy shall not be construed as a waiver of its rights to enforce such provisions in the future.

6. Subscription, Fees, and Payment

6.1 Subscription Plans and Changes

Access to the full Service requires purchase of a Subscription as set forth on our pricing page or in an applicable Order Form. GTM Gameplan reserves the right to modify its Subscription plans, add or remove features, and change pricing at any time with notice as described in Section 29. Different tiers of Subscription may offer different levels of access, features, usage limits, and support.

6.2 Fees and Invoicing

Customer agrees to pay all fees applicable to its Subscription and any additional services purchased (“Fees”). Unless otherwise specified in an Order Form: (a) all Fees are stated in U.S. dollars; (b) Fees are based on purchased capacity, seats, and features, not actual usage; (c) Fees are due in advance at the start of each billing period; and (d) GTM Gameplan will issue invoices electronically. GTM Gameplan may adjust Fees for any renewal Subscription Term upon notice to Customer at least thirty (30) days prior to the start of the renewal term.

6.3 Payment Method and Authorization

Customer authorizes GTM Gameplan to charge the payment method on file for all Fees when due. Customer is responsible for ensuring that its payment method is valid, current, and has sufficient funds or credit to cover all Fees. If Customer's payment method fails, is declined, or expires, GTM Gameplan may: (a) attempt to re-charge the payment method; (b) suspend access to the Service with or without notice; and (c) charge a late payment fee as described in Section 6.6. Customer is responsible for updating its payment information and maintaining accurate billing details in its account.

6.4 Taxes and Withholding

All Fees are exclusive of all taxes, levies, duties, or similar governmental assessments, including without limitation value-added tax (VAT), goods and services tax (GST), sales and use tax, and withholding taxes (collectively, “Taxes”). Customer is solely responsible for paying all Taxes applicable to its purchases, except for taxes based on GTM Gameplan's net income. If GTM Gameplan is legally required to collect Taxes, such Taxes will be added to the applicable invoices and must be paid by Customer. If Customer is required to withhold any taxes from payments to GTM Gameplan, Customer shall: (a) provide GTM Gameplan with written notice prior to making such withholding; (b) provide GTM Gameplan with official tax receipts or other documentation; and (c) cooperate with GTM Gameplan in any efforts to claim applicable tax treaty benefits or credits.

6.5 Non-Refundable Fees

EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW OR AS EXPRESSLY STATED IN AN ORDER FORM, ALL FEES PAID TO GTM GAMEPLAN ARE NON-REFUNDABLE. If Customer cancels its Subscription before the end of the then-current Subscription Term, Customer will not receive a refund for any prepaid, unused, or prorated portion of the Fees for the remaining Subscription Term. Downgrading a Subscription may result in the loss of features, data, or service access, and GTM Gameplan will not provide any refund, credit, or compensation for any such downgrade. Unused service credits do not carry over between billing periods unless expressly stated otherwise.

6.6 Late Payments and Disputed Invoices

Overdue amounts are subject to a late payment fee of one and one-half percent (1.5%) per month, compounded monthly (or the maximum amount permitted by applicable law, if lower), calculated from the due date until the date payment is received in full. GTM Gameplan may suspend access to the Service, without notice, for overdue amounts not paid within ten (10) days of the due date. Customer shall be responsible for all reasonable costs GTM Gameplan incurs in collecting overdue amounts, including reasonable attorneys' fees and collection agency costs. Customer must notify GTM Gameplan of any invoice dispute within ten (10) days of the invoice date. Failure to dispute an invoice within this period constitutes Customer's acceptance of the invoice. Undisputed amounts must be paid by the due date regardless of any pending dispute.

6.7 Suspension for Non-Payment

GTM Gameplan reserves the right to suspend or limit access to the Service for non-payment of any undisputed Fees. GTM Gameplan will use commercially reasonable efforts to provide advance notice of such suspension, but is not required to do so in cases of overdue or disputed payments. Suspension does not relieve Customer of its obligation to pay all accrued Fees.

7. Free Trials, Beta Features, and Evaluation Access

7.1 Free Trials

GTM Gameplan may, at its sole discretion, offer free trials or evaluation periods for the Service. Free trials are time-limited and subject to any additional terms communicated at the time of the trial offer. At the end of a free trial, continued access to the Service requires purchase of a paid Subscription. GTM Gameplan reserves the right to modify, discontinue, or terminate any free trial offer at any time without notice. GTM Gameplan may require a payment method to be provided at the start of a free trial; unless you cancel before the trial period ends, your payment method will be charged for the applicable Subscription at the conclusion of the trial.

7.2 Beta Features and Early Access Programs

GTM Gameplan may offer access to features designated as “beta,” “early access,” “preview,” or similar designations (“Beta Features”). Beta Features are provided “AS IS” and “AS AVAILABLE” without any warranty of any kind, express or implied. Beta Features may: (a) contain bugs, errors, or inaccuracies; (b) be incomplete, unstable, or subject to significant change without notice; (c) be discontinued at any time without notice or liability; and (d) not be representative of the final product or feature. Your participation in any Beta Feature program does not create any obligation for GTM Gameplan to provide such feature in its commercial product or to provide advance notice of discontinuation. GTM Gameplan may collect feedback and usage data from your use of Beta Features, which GTM Gameplan may use without restriction.

7.3 No Data Preservation Obligation

GTM Gameplan is not obligated to retain or provide access to any Customer Data, Output, or account data generated during a free trial or Beta Feature program after such trial or program has ended. Customer is solely responsible for exporting or retaining any such data prior to the conclusion of a trial or program.

8. Intellectual Property Rights

8.1 GTM Gameplan Ownership

As between the parties, GTM Gameplan exclusively owns all right, title, and interest in and to the Service, the GTM Gameplan Technology, and all intellectual property rights therein, including without limitation all patents, copyrights, trademarks, trade secrets, domain names, database rights, and moral rights, whether registered or unregistered, and all applications and registrations therefor. No rights are granted to Customer except as expressly set forth in these Terms. GTM Gameplan reserves all rights not expressly granted.

8.2 Aggregated Data

GTM Gameplan may collect, process, analyze, and use aggregated, anonymized, or de-identified data derived from Customer's use of the Service (“Aggregated Data”) to: (a) operate, improve, and optimize the Service; (b) develop new features and products; (c) conduct research and analytics; and (d) publish industry benchmarks and reports. Aggregated Data will not identify Customer or any individual Authorized User. GTM Gameplan retains all ownership rights in Aggregated Data.

8.3 Trademarks

GTM Gameplan's name, logo, product names, and associated trade dress are trademarks or service marks of GTM Gameplan, LLC. Customer may not use GTM Gameplan's trademarks, logos, or other brand elements without GTM Gameplan's prior written consent, which may be withheld in GTM Gameplan's sole discretion.

8.4 Customer Marks

Customer grants GTM Gameplan a limited, non-exclusive, royalty-free license to use Customer's name and logo for the limited purpose of identifying Customer as a user of the Service in marketing materials, case studies, websites, and investor presentations, provided that GTM Gameplan shall obtain Customer's prior written consent before using Customer's name or logo in any public-facing material. Customer may revoke this license at any time upon written notice to GTM Gameplan.

9. Customer Data, Ownership, and License

9.1 Customer Ownership

As between the parties, Customer exclusively owns all right, title, and interest in and to Customer Data. GTM Gameplan's rights to Customer Data are limited to those expressly granted in these Terms.

9.2 License to Process Customer Data

Customer grants GTM Gameplan a limited, non-exclusive, worldwide license to access, process, store, transmit, display, and use Customer Data solely: (a) to provide, operate, and maintain the Service for Customer; (b) to generate Output for Customer; (c) to troubleshoot, debug, and improve the Service; and (d) as otherwise authorized by Customer. GTM Gameplan will not use Customer Data to train machine learning models unless Customer has provided separate written consent to do so.

9.3 Customer Representations Regarding Data

Customer represents and warrants that: (a) Customer has all rights, licenses, consents, and permissions necessary to upload Customer Data to the Service and to grant the license set forth in Section 9.2; (b) Customer Data does not infringe any third-party intellectual property rights; (c) Customer Data does not contain any malicious code or content; (d) the collection and processing of Customer Data complies with all applicable laws, including privacy and data protection laws; and (e) Customer has obtained all required consents from data subjects whose Personal Information is included in Customer Data.

9.4 Data Security and Hosting

GTM Gameplan will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. GTM Gameplan may store and process Customer Data on servers located in the United States or other jurisdictions as required for the provision of the Service.

9.5 Data Portability and Deletion

Upon Customer's written request or termination of the Subscription: (a) GTM Gameplan will provide Customer with a reasonable opportunity to export or retrieve Customer Data in a standard format; and (b) GTM Gameplan will delete or anonymize Customer Data within a commercially reasonable time, except as required to retain such data by applicable law or regulation. GTM Gameplan is not responsible for any loss of Customer Data following the termination of Customer's Subscription if Customer has not exported its data prior to termination.

10. Confidentiality Obligations

10.1 Obligation of Confidentiality

Each party (“Receiving Party”) agrees to: (a) hold in strict confidence all Confidential Information of the other party (“Disclosing Party”); (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (c) not use Confidential Information for any purpose other than as necessary to perform its obligations or exercise its rights under these Terms; and (d) protect Confidential Information using at least the same degree of care used to protect its own confidential information of similar sensitivity, but in no event less than reasonable care.

10.2 Authorized Disclosure

Each party may disclose Confidential Information to its employees, contractors, attorneys, accountants, and other advisors on a strict need-to-know basis, provided that such persons are bound by confidentiality obligations at least as protective as those in this Section 10. Each party is responsible for any breach of this Section by persons to whom it discloses Confidential Information.

10.3 Exceptions

The obligations in Section 10.1 do not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was already known to the Receiving Party prior to receipt from the Disclosing Party without restriction; (c) is rightfully received from a third party without restriction; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by applicable law, regulation, court order, or government authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and cooperates with any efforts by the Disclosing Party to seek a protective order or limit disclosure.

10.4 Injunctive Relief

The parties acknowledge that any breach of confidentiality obligations may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief to prevent or remedy a breach of confidentiality obligations, in addition to all other remedies available at law or in equity, without the requirement to post bond or prove actual damages.

11. AI, Automated Features, and Output Responsibility

11.1 AI-Generated Content

The Service employs artificial intelligence, machine learning, large language models, and other automated processes to generate Output, including research dossiers, fit scores, prospect lists, and outreach drafts. Customer acknowledges that: (a) AI-generated content may contain inaccuracies, hallucinations, errors, outdated information, or content that reflects biases inherent in the underlying training data; (b) AI models can produce plausible-sounding but factually incorrect information; (c) the quality and accuracy of Output depends in part on the quality and accuracy of Customer Data and publicly available information; and (d) GTM Gameplan cannot guarantee that Output is accurate, complete, reliable, current, or suitable for any particular purpose.

11.2 Human Review Requirement

Customer agrees that it will not send, publish, rely on, or take any consequential action based on any Output without first having a human representative of Customer review and approve such Output. Customer is solely responsible for all communications sent, decisions made, and actions taken based on Output, regardless of whether such Output was reviewed or approved by a human. GTM Gameplan is not a party to any communications facilitated by Output and bears no liability for the content, accuracy, or legal compliance of any communications Customer sends based on Output.

11.3 No Professional Advice

Output provided by the Service does not constitute legal, financial, investment, accounting, medical, or other professional advice. Customer should seek qualified professional advice before making any decisions that require such expertise. GTM Gameplan is not a law firm, accounting firm, or other professional services provider and does not provide professional advice of any kind through the Service.

11.4 Third-Party Data Sources

The Service may incorporate or draw upon data from publicly available sources, licensed third-party data providers, and other external sources. GTM Gameplan does not independently verify all information from such sources and is not responsible for the accuracy, reliability, or completeness of information obtained from third-party sources. The inclusion of information from a third-party source does not constitute an endorsement of that source.

12. Third-Party Services, Integrations, and Links

12.1 Third-Party Integrations

The Service may integrate with or connect to third-party services, platforms, APIs, or data sources (collectively, “Third-Party Services”), including CRM platforms, email service providers, data enrichment services, and others. Customer's use of any Third-Party Service is governed exclusively by that service's own terms of service, privacy policy, and other applicable agreements. GTM Gameplan is not a party to any agreement between Customer and any Third-Party Service provider.

12.2 No Responsibility for Third Parties

GTM Gameplan has no control over and is not responsible for: (a) the availability, accuracy, reliability, security, or content of any Third-Party Service; (b) any changes to, deprecation of, or discontinuation of any Third-Party Service; (c) any fees charged by Third-Party Service providers; or (d) any damage, harm, loss, or liability arising from Customer's use of or reliance on any Third-Party Service. GTM Gameplan makes no warranties about Third-Party Services and disclaims all liability in connection therewith.

12.3 Third-Party Links

The Service or Output may contain links to third-party websites or resources. GTM Gameplan provides such links as a convenience only and does not endorse the linked websites or their content. GTM Gameplan is not responsible for the content, accuracy, privacy practices, or security of any linked third-party website.

13. Privacy and Data Processing

GTM Gameplan's collection, use, and disclosure of Personal Information is governed by its Privacy Policy, which is incorporated into these Terms by this reference and forms a part of this Agreement. Customer agrees to review and comply with the Privacy Policy. To the extent that Customer Data includes Personal Information subject to applicable data protection laws (including GDPR or CCPA/CPRA), the parties may enter into a separate data processing agreement (“DPA”) upon Customer's written request. In the event of a conflict between these Terms and the DPA, the DPA will control with respect to the subject matter therein.

14. Communications, Marketing, and Consent

14.1 Transactional Communications

By creating an account or using the Service, Customer consents to receive transactional and operational communications from GTM Gameplan, including account-related notifications, invoices, security alerts, service announcements, and other communications necessary for GTM Gameplan to operate the Service and manage the customer relationship. These communications may not be opted out of while Customer maintains an active account, as they are necessary for the provision of the Service.

14.2 Marketing Communications

With Customer's separate consent, where required by applicable law, GTM Gameplan may send marketing and promotional communications about the Service, new features, case studies, industry research, newsletters, webinars, and other content that may be of interest to Customer. Where consent is required, GTM Gameplan will obtain such consent in a manner compliant with applicable law. Customer may opt out of marketing communications at any time by: (a) clicking the “unsubscribe” link in any marketing email; (b) contacting GTM Gameplan at evan@gtmgameplan.com; or (c) adjusting communication preferences in Customer's account settings.

14.3 Service Notifications

GTM Gameplan may send notifications about the Service, including updates, feature releases, scheduled maintenance, and changes to these Terms, by email, in-app notification, or through the Service interface. Customer is responsible for ensuring that contact information is current and accurate to receive such notifications.

15. Representations and Warranties

15.1 Mutual Representations

Each party represents and warrants to the other that: (a) it has full legal power and authority to enter into and perform its obligations under these Terms; (b) these Terms have been duly authorized and, when executed, will constitute a valid and legally binding obligation enforceable in accordance with its terms; (c) its execution and performance of these Terms does not and will not conflict with any applicable law, regulation, or agreement to which it is a party; and (d) it will comply with all applicable laws and regulations in connection with its performance under these Terms.

15.2 GTM Gameplan Warranties

GTM Gameplan warrants that: (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (b) GTM Gameplan will implement and maintain commercially reasonable security measures to protect Customer Data.

15.3 Customer Warranties

Customer represents and warrants that: (a) Customer has all rights, licenses, and consents necessary to provide Customer Data to the Service and to grant the licenses set forth herein; (b) Customer Data does not infringe any third-party rights; (c) Customer's use of the Service will comply with all applicable laws and regulations; and (d) Customer will not use the Service for any purpose prohibited by these Terms.

16. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 15.2, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GTM GAMEPLAN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE; (B) ANY WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, ACCURATE, COMPLETE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY OUTPUT, DATA, OR INFORMATION PROVIDED THROUGH THE SERVICE; AND (D) ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. GTM GAMEPLAN DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS.

The disclaimers set forth above shall apply regardless of whether GTM Gameplan has been advised of the possibility of such limitations and notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to the extent prohibited by applicable law in such jurisdictions.

17. Limitation of Liability and Exclusions

17.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GTM GAMEPLAN OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, OR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES; (C) BUSINESS INTERRUPTION OR LOSS OF BUSINESS; (D) COST OF SUBSTITUTE GOODS OR SERVICES; OR (E) ANY OTHER SIMILAR DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), EQUITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF GTM GAMEPLAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Aggregate Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GTM GAMEPLAN'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, OR ANY ORDER FORM, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO GTM GAMEPLAN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

17.3 Allocation of Risk

The parties acknowledge that the limitations of liability set forth in this Section reflect a reasonable allocation of risk between the parties and are a fundamental element of the basis of the bargain between the parties. GTM Gameplan would not enter into these Terms without these limitations. These limitations will apply even if any limited remedy fails of its essential purpose.

17.4 Exceptions

The limitations set forth in this Section 17 do not apply to: (a) Customer's obligation to pay Fees; (b) either party's indemnification obligations; (c) liability for fraud, willful misconduct, or gross negligence; or (d) any liability that cannot be limited by applicable law.

18. Indemnification

18.1 Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless GTM Gameplan, its affiliates, and their respective officers, directors, employees, agents, contractors, and successors (collectively, “GTM Gameplan Indemnitees”) from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) Customer's or any Authorized User's use or misuse of the Service; (b) Customer's violation of these Terms or any applicable law or regulation; (c) Customer Data or any communications sent based on Output, including without limitation any claims that Customer Data or such communications infringe third-party intellectual property or privacy rights, constitute defamation, or violate applicable law; (d) Customer's violation of any third-party rights; or (e) any dispute between Customer and any of its Authorized Users or third parties.

18.2 GTM Gameplan Indemnification

GTM Gameplan agrees to defend, indemnify, and hold harmless Customer and its officers, directors, and employees from and against any third-party claims alleging that the Service, as provided and used in accordance with these Terms, directly infringes any U.S. patent, copyright, or trademark of a third party. GTM Gameplan's indemnification obligation is subject to: (a) Customer promptly notifying GTM Gameplan in writing of any such claim; (b) GTM Gameplan having sole control of the defense and settlement of the claim; and (c) Customer providing GTM Gameplan with all reasonable assistance, at GTM Gameplan's expense. GTM Gameplan will have no obligation under this Section if any alleged infringement arises from: (i) Customer Data; (ii) modification of the Service by anyone other than GTM Gameplan; (iii) use of the Service in combination with any third-party products or services not approved by GTM Gameplan; (iv) use of the Service in violation of these Terms; or (v) compliance with Customer's specifications.

18.3 Indemnification Procedure

The indemnified party will: (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (b) give the indemnifying party sole control over the defense and settlement of such claim (provided that no settlement that imposes any obligation, liability, or restriction on the indemnified party may be made without the indemnified party's prior written consent); and (c) provide the indemnifying party with all reasonable assistance, information, and cooperation as requested, at the indemnifying party's expense. The indemnified party may participate in the defense of any claim at its own expense.

19. Service Availability, Modifications, and Downtime

19.1 Service Availability

GTM Gameplan will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for scheduled maintenance, emergency maintenance, or circumstances beyond GTM Gameplan's reasonable control. GTM Gameplan does not guarantee any specific uptime percentage unless expressly set forth in a separate Service Level Agreement (SLA) executed by the parties. GTM Gameplan is not responsible for any downtime, interruptions, or performance degradation caused by factors outside its reasonable control, including internet infrastructure issues, third-party service failures, or Force Majeure Events (as defined in Section 28).

19.2 Modifications to the Service

GTM Gameplan reserves the right to: (a) modify, update, enhance, or change any aspect of the Service, including features, functionality, user interface, APIs, and Documentation, at any time and without prior notice; (b) temporarily suspend access to the Service for maintenance, upgrades, or security reasons; and (c) discontinue any feature, functionality, or aspect of the Service with reasonable notice where commercially practicable. GTM Gameplan will use reasonable efforts to minimize disruption to Customer when making changes to the Service.

19.3 Scheduled Maintenance

GTM Gameplan will use commercially reasonable efforts to schedule planned maintenance windows during off-peak hours and to provide advance notice of scheduled maintenance where practicable. GTM Gameplan is not liable for any interruption or downtime resulting from scheduled or emergency maintenance.

20. Term and Termination

20.1 Agreement Term

These Terms remain in effect from the date Customer first accepts them and continue until all Subscriptions under these Terms expire or are terminated. The Subscription Term will be as specified in the applicable Order Form or account settings and will automatically renew for successive renewal terms of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

20.2 Termination for Cause

Either party may terminate these Terms or any Order Form for cause if the other party: (a) materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; (b) becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, is adjudicated bankrupt, or has a receiver appointed for a substantial portion of its assets; or (c) ceases to operate in the ordinary course of business.

20.3 Termination for Convenience

Unless otherwise specified in an applicable Order Form, Customer may terminate its Subscription for convenience upon thirty (30) days' written notice to GTM Gameplan, but Customer will not be entitled to any refund of prepaid Fees for the remainder of the Subscription Term. GTM Gameplan may terminate these Terms or Customer's access to the Service at any time for any reason or no reason upon sixty (60) days' written notice to Customer.

20.4 Termination for Violation

GTM Gameplan may immediately suspend or terminate Customer's access to the Service, without notice or liability, if GTM Gameplan reasonably believes that: (a) Customer or any Authorized User has violated the Acceptable Use Policy (Section 5) or Section 4.2; (b) Customer's use of the Service poses a security risk to GTM Gameplan or other users; (c) Customer's use of the Service could subject GTM Gameplan to legal liability; or (d) Customer has provided false or fraudulent information in connection with the Service.

21. Effect of Termination

Upon expiration or termination of these Terms or any Subscription for any reason: (a) all licenses granted under these Terms immediately terminate; (b) Customer's access to the Service, including all Output and Customer Data stored therein, will cease; (c) all outstanding Fees become immediately due and payable; (d) each party will promptly return or destroy the other party's Confidential Information; and (e) the following Sections will survive: Sections 1, 8.1, 9.1, 10, 13, 15, 16, 17, 18, 21, 22, 24, 26, 27, 28. Neither party will be liable to the other for any damages resulting from termination of these Terms in accordance with their terms.

22. Feedback and Suggestions

If Customer or any Authorized User submits, provides, or communicates any feedback, suggestions, ideas, improvements, recommendations, bug reports, or other input regarding the Service (“Feedback”), Customer hereby assigns and agrees to assign to GTM Gameplan all right, title, and interest in and to such Feedback, including all intellectual property rights therein. To the extent such assignment is not fully effective, Customer grants GTM Gameplan an irrevocable, perpetual, royalty-free, worldwide, fully paid-up license to use, reproduce, modify, distribute, publicly display and perform, sublicense, and otherwise exploit the Feedback for any purpose, without restriction or obligation of any kind. GTM Gameplan has no obligation to implement, consider, credit, or compensate Customer for any Feedback.

23. DMCA and Copyright Infringement Policy

23.1 DMCA Compliance

GTM Gameplan respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, GTM Gameplan has designated an agent to receive notices of alleged copyright infringement.

23.2 Notice of Infringement

If you believe that content available through the Service infringes your copyright, you may send a DMCA notice to GTM Gameplan's designated copyright agent at evan@gtmgameplan.com. Your notice must include: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the infringing material and information sufficient to locate it; (d) your contact information; (e) a statement that you have a good faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the notice is accurate and you are authorized to act on behalf of the copyright owner.

23.3 Counter-Notification

If you believe that your content was wrongfully removed in response to a DMCA notice, you may send a counter-notification to our copyright agent. GTM Gameplan will process counter-notifications in accordance with 17 U.S.C. § 512(g). Knowingly submitting a false DMCA notice or counter-notification is a violation of applicable law and may result in legal liability.

23.4 Repeat Infringers

GTM Gameplan maintains a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers of copyright.

24. Export Controls, Trade Sanctions, and Compliance

Customer agrees to comply with all applicable U.S. and foreign export control laws, regulations, and requirements, including without limitation the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and the economic sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC). Customer represents and warrants that: (a) Customer is not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo or trade sanctions; (b) Customer is not identified on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals (SDN) List; and (c) Customer will not use the Service in connection with any activity prohibited by applicable export control or sanctions laws. Customer will not export, re-export, transfer, or make available the Service or any related technology to any country, entity, or person in violation of applicable export control or sanctions laws.

25. U.S. Government Rights

The Service and Documentation are “commercial items” as defined in Federal Acquisition Regulation (FAR) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212, DFARS 227.7202, and other applicable regulations. If the Service is acquired by or on behalf of an agency of the U.S. government, the U.S. government's rights in the Service are limited to those rights customarily provided to the public as defined in these Terms, consistent with applicable FAR and DFARS provisions. This clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

26. Dispute Resolution and Binding Arbitration

26.1 Informal Resolution

Before initiating any formal dispute resolution process, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (“Dispute”) through good faith negotiation. Either party may initiate informal dispute resolution by providing written notice to the other party. The parties will designate senior representatives with settlement authority to meet and negotiate in good faith for a period of not less than thirty (30) days after receipt of such notice before either party may initiate arbitration.

26.2 Binding Arbitration

If a Dispute is not resolved through informal negotiation within thirty (30) days, either party may initiate binding arbitration. Except as set forth in Sections 26.4 and 26.5, any and all Disputes shall be resolved exclusively through final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect, except that the Federal Arbitration Act (FAA) shall govern the interpretation and enforcement of this Section 26. The arbitration shall be conducted by a single neutral arbitrator in Los Angeles, California. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

26.3 Class Action Waiver

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING OF ANY KIND (WHETHER JUDICIAL OR ARBITRAL) WITH RESPECT TO ANY DISPUTE. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

26.4 Exceptions to Arbitration

Notwithstanding Section 26.2, either party may seek: (a) emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent or remedy irreparable harm, including in connection with a breach of confidentiality obligations or intellectual property rights; or (b) relief in small claims court for Disputes within the jurisdictional limits of such court.

26.5 Arbitration Costs

The costs of arbitration, including the arbitrator's fees, shall be borne equally by the parties, unless the arbitrator determines that one party's claims were frivolous or brought in bad faith, in which case the arbitrator may award costs and reasonable attorneys' fees to the prevailing party.

26.6 Confidentiality of Arbitration

All aspects of any arbitration proceeding, including the existence of the arbitration, all evidence, submissions, and the arbitrator's award, shall be kept strictly confidential by the parties and their representatives, except as required by law or to enforce the arbitrator's award.

27. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. For any Disputes not subject to arbitration under Section 26, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Los Angeles County, California, and waive any objection to such jurisdiction or venue, including any objection based on forum non conveniens or improper venue. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

28. General Provisions

28.1 Entire Agreement

These Terms, together with any Order Forms, the Privacy Policy, and any DPA, constitute the entire agreement between Customer and GTM Gameplan with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, representations, warranties, and negotiations, whether oral or written, relating to the same subject matter. No party is relying on any representation or warranty not expressly set forth in these Terms.

28.2 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms shall remain in full force and effect. The parties further agree that any invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the parties' intent.

28.3 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default of the same or any other provision. Any waiver must be in writing and signed by an authorized representative of the waiving party to be effective.

28.4 Assignment

Customer may not assign, transfer, delegate, or sublicense any of its rights or obligations under these Terms without GTM Gameplan's prior written consent, which may be withheld in GTM Gameplan's sole discretion. Any purported assignment in violation of this Section is null and void. GTM Gameplan may freely assign or transfer these Terms or any of its rights or obligations hereunder, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of GTM Gameplan's assets, without Customer's consent and without notice, provided that GTM Gameplan provides Customer with written notice of such assignment within a reasonable time thereafter. These Terms will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

28.5 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent such failure is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party's reasonable control, including without limitation: acts of God, natural disasters, pandemics, epidemics, acts of government, acts of terrorism, war, civil unrest, labor disputes, power or telecommunications outages, internet service provider failures, or denial-of-service attacks. The affected party will: (a) promptly notify the other party of the Force Majeure Event; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event prevents GTM Gameplan from providing the Service for more than thirty (30) consecutive days, either party may terminate the affected Subscription with a pro rata refund of prepaid Fees.

28.6 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative relationship, or employment relationship between the parties. Neither party has the authority to bind the other party or incur obligations on behalf of the other party.

28.7 Notices

All notices under these Terms must be in writing and sent to: (a) for GTM Gameplan, to the address specified in Section 30; and (b) for Customer, to the email address or postal address associated with Customer's account. Notices will be deemed given: (i) immediately upon personal delivery; (ii) one business day after sending by nationally recognized overnight courier; (iii) three business days after sending by certified mail (return receipt requested); or (iv) upon confirmation of delivery if sent by email. GTM Gameplan may also provide notices through the Service interface or to Customer's registered email address, which will be deemed given upon sending.

28.8 Headings and Interpretation

Section headings are for convenience only and have no legal effect. “Including” and “include” mean “including without limitation.” “Will” and “shall” are used interchangeably and both denote a mandatory obligation. Any reference to a statute or regulation includes all amendments thereto and any successor statutes or regulations.

28.9 Counterparts and Electronic Signatures

Any Order Form or other agreement entered into in connection with these Terms may be executed in one or more counterparts, each of which will constitute an original, and all of which together will constitute a single agreement. Electronic signatures will be deemed valid and enforceable to the same extent as original signatures under applicable law.

29. Changes to These Terms

GTM Gameplan reserves the right to update, modify, or change these Terms at any time. If GTM Gameplan makes material changes to these Terms, GTM Gameplan will provide Customer with advance notice by: (a) posting the updated Terms on the website with an updated “Last updated” date; (b) sending an email to Customer's registered email address; or (c) providing a prominent notice within the Service. For changes that materially affect Customer's rights or obligations, GTM Gameplan will provide at least thirty (30) days' advance notice, except where changes are required by applicable law or to address security vulnerabilities, in which case shorter notice may be provided. Customer's continued use of the Service after the effective date of any modified Terms constitutes Customer's acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must cease using the Service and, if applicable, may terminate its Subscription in accordance with Section 20.

30. Contact Information

If you have any questions, concerns, or requests related to these Terms or the Service, please contact us at:

GTM Gameplan, LLC
Los Angeles, California
Email: evan@gtmgameplan.com