Terms of Service & Master Engagement Agreement

Scope & Acceptance of Master Terms

These Terms constitute a legally binding agreement between MARS TechSol (“MARS”) and the business entity identified in any corresponding commercial order, proposal, invoice, or Statement of Work (“Client”).

By clicking to accept, executing an agreement referencing these Terms, or receiving any deliverables from MARS, the individual executing confirms they have full corporate legal authority to bind the Client to these Terms. If you do not possess such legal authority, or if the Client does not agree with any part of these Terms, you must not accept the SOW or use MARS services.

B2B Demand Generation Services & SOWs

MARS provides specialized business-to-business (B2B) growth and pipeline acceleration solutions, which may include one or more of the following service lines as detailed in an active SOW:

• Account-Based Marketing (ABM): Bespoke multi-tier outreach targeting pre-identified enterprise buying committees and target account lists (TALs).
• Content & Thought Leadership Syndication: Targeted digital distribution of whitepapers, analyst reports, and executive briefs across our proprietary B2B publishing network.
• Multi-Channel Outreach: Orchestrated campaigns spanning enterprise email, executive telemarketing, social syndication, and digital touchpoints.
• Data & List Building: Bespoke market research, TAM expansion, organizational hierarchy mapping, and direct-dial/work email enrichment.
• Lead Nurturing & Marketing Automation: Multi-stage drip nurturing, telemetry qualification, and scoring calibration designed to progress cold leads into sales-ready appointments.

Client Obligations & Acceptable Content

To ensure high-performance campaign execution, Client agrees to:

• Provide accurate campaign collateral, whitepapers, creative assets, and ICP parameters in a timely manner.
• Ensure that all content provided to MARS complies with applicable intellectual property, advertising, and fair competition laws.
• Refrain from requesting campaigns that promote illegal, deceptive, harassing, or unethical commercial activities.
• Review and provide written approvals on campaign assets (scripts, email copy, audience filters) within three (3) business days of receipt.

Data Accuracy & Lead Replacement SLA

MARS TechSol holds itself to industry-leading data validation standards. Every prospect profile and lead delivered undergoes dual-layer verification, including corporate domain pinging, syntax testing, and LinkedIn corporate status confirmation.

Lead Qualification Criteria & Scoring

Lead deliverables are categorized according to rigorous definitions agreed upon in each SOW:

• Marketing Qualified Leads (MQL): Decision-makers matching target ICP who have actively downloaded content, confirmed interest, and validated their corporate profile.
• High-Quality Leads (HQL): Double-opted-in contacts answering 1 to 2 qualifying custom discovery questions regarding enterprise tech stack or current vendor timeline.
• BANT / Sales-Ready Leads: Executive prospects vetted via telemarketing verifying Budget, Authority, Need, and explicit commercial Timeframe (within 3-12 months).

Invoicing, Fees & Commercial Payment Terms

Fees for services and lead volumes are established in the applicable SOW. Standard commercial billing terms are as follows unless explicitly specified otherwise in writing:

• Invoicing: Invoices are issued upon SOW execution (or milestone triggers) and are payable within Net 30 days from invoice date.
• Currency: All fees are quoted and payable in United States Dollars (USD) or the currency explicitly named in the SOW.
• Late Payments: Overdue balances may incur a late finance charge of 1.5% per month or the maximum rate permitted by law, whichever is less.
• Taxes: Fees are exclusive of applicable sales, use, excise, or value-added taxes, which remain the responsibility of the Client.

Mutual Confidentiality & Non-Disclosure

Each party (“Recipient”) agrees that all business, financial, technical, or customer information disclosed by the other party (“Discloser”) that is marked confidential or reasonably understood to be confidential shall be held in strict confidence.

Recipient shall not use Discloser’s Confidential Information except as necessary to perform obligations under these Terms, and shall limit disclosure strictly to employees, contractors, and legal advisors with a strict need to know under written obligations at least as restrictive as these Terms.

Intellectual Property & Deliverable Rights

Client Materials: Client retains all right, title, and ownership in its trademarks, trade names, whitepapers, marketing graphics, and proprietary product data provided to MARS.

Deliverables: Upon full payment of all undisputed fees, Client receives a perpetual, non-exclusive, worldwide commercial license to use, engage, and retain the prospect contact records delivered under the applicable SOW for its internal sales and marketing campaigns.

MARS Technology: MARS retains sole ownership of its proprietary audience verification algorithms, syndication portals, CRM platforms, email delivery architecture, and operational methodologies.

Warranties, Disclaimers & Limitation of Liability

MARS warrants that services will be performed in a professional, workmanlike manner adhering to high commercial industry standards.

Disclaimer of Commercial Outcome: While MARS guarantees deliverability and lead qualification adherence according to SOW criteria, MARS does not warrant or guarantee that delivered leads will execute contracts, make purchases, or yield specific revenue outcomes, as downstream closing conversions depend entirely on Client’s sales team, pricing, and product viability.

Mutual Indemnification

Each party (“Indemnitor”) agrees to defend, indemnify, and hold harmless the other party, its corporate officers, directors, and employees against third-party claims, liabilities, damages, and expenses (including reasonable legal fees) resulting from:

• Indemnitor’s gross negligence or willful commercial misconduct.
• Indemnitor’s material violation of applicable privacy laws (such as GDPR, CAN-SPAM, or CCPA).
• Any claim that Indemnitor’s supplied materials or intellectual property infringes upon any third-party patent, copyright, or trade secret.

Term, Suspension & Termination

These Terms remain active throughout the duration of any active SOW. Either party may terminate an SOW immediately upon written notice if the other party materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days of receiving written notice.

Upon termination, Client shall pay for all leads delivered and services performed up to the effective termination date. Confidentially protected assets and delivered contact datasets shall survive termination.

Governing Law, Jurisdiction & Dispute Resolution

These Terms and any dispute or controversy arising out of or relating to them shall be governed by and construed in accordance with the laws of the jurisdiction identified in the applicable SOW, without regard to conflicts of law principles.

The parties agree that before initiating formal litigation, their respective executive officers shall conduct good-faith negotiations for a minimum of thirty (30) calendar days to resolve any dispute amicably.

Legal Inquiries, Notices & Contact Information

All formal legal notices, inquiries regarding Master Services Agreements (MSAs), custom enterprise riders, or compliance requests should be addressed in writing to: