Terms of Service

Each cohort is strictly limited to twenty (20) Subscribers. Enrollment is processed on a first-come, first-served basis upon receipt of payment. Enrollment in a cohort does not guarantee any specific business outcome, revenue target, or number of clients.

Upon enrollment, Subscribers receive access to a structured onboarding program that includes: cohort coaching sessions, niche selection strategy guidance, prospect import and system setup assistance, and thirty (30) days of launch support. The specific schedule, format, and delivery of onboarding sessions are determined by the Company and are subject to change.

Subscribers are solely responsible for: (a) acquiring and maintaining all required third-party tool accounts at their own cost; (b) actively participating in onboarding sessions; (c) implementing the GTM cadence and system as instructed; and (d) all outreach activities conducted using the Platform. The Company's role is to provide the platform, tools, coaching, and IP — not to conduct outreach on the Subscriber's behalf unless separately contracted.

The Platform is offered under the following subscription plans, subject to availability within each cohort:

• Cohort Access: Monthly recurring subscription providing full platform access, onboarding, and coaching.
• Cohort + Closers: Monthly recurring subscription including all Cohort Access features plus access to the veteran closer network.
• Annual Prepay: Annual subscription at a discounted rate equivalent to approximately ten (10) months of the Cohort Access monthly rate.

Current pricing is displayed on the Pricing page at instantprospector.com/pricing. All prices are in U.S. dollars and are exclusive of applicable taxes.

By enrolling and providing a valid payment method, you irrevocably authorize the Company to charge your payment method for: (a) the initial subscription fee; (b) recurring monthly or annual subscription fees on the applicable renewal date; and (c) any applicable one-time add-on fees. This authorization remains in effect until you cancel your subscription in accordance with Section 5 and all outstanding balances are paid in full.

If a payment fails or is declined, you must provide a valid alternative payment method within five (5) business days. Failure to do so may result in suspension or termination of your access to the Platform. The Company reserves the right to charge a late fee of up to 1.5% per month on overdue balances.

The Company reserves the right to modify subscription pricing with thirty (30) days' advance written notice. Continued use of the Platform after the effective date of a price change constitutes acceptance of the new pricing. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.

The Platform integrates with third-party tools and services required for full functionality (including but not limited to tools for cold email, calling, SMS, prospect data, and document signing). These third-party accounts are your sole responsibility. You are responsible for: (a) creating and maintaining your own accounts with each required third-party provider; (b) paying all fees charged by those providers directly; and (c) complying with each provider's terms of service. The Company does not resell, bundle, or guarantee the availability or pricing of any third-party service.

Monthly subscriptions may be cancelled at any time by providing written notice to [email protected] or through your account settings. Cancellation takes effect at the end of the then-current billing period. No refunds or credits are issued for partial billing periods. Access to the Platform continues through the end of the paid period.

Annual subscriptions may be cancelled within fourteen (14) days of the initial payment for a prorated refund of unused months, less a processing fee of $250. After the fourteen (14) day period, annual subscriptions are non-refundable. Cancellation takes effect at the end of the annual term.

Cohort onboarding sessions, coaching, and launch support are delivered on a scheduled basis and represent a significant investment of Company resources. Once a cohort has commenced onboarding, no refunds will be issued for onboarding-related components of the subscription, regardless of attendance or participation.

You agree to contact the Company at [email protected] to resolve any billing disputes before initiating a chargeback with your payment provider. You explicitly waive any right to initiate a chargeback for valid charges processed pursuant to this Agreement. If you initiate a chargeback that is subsequently resolved in the Company's favor or deemed invalid, you agree to reimburse the Company for all associated fees, including bank penalties and reasonable attorneys' fees.

Subscribers on the Cohort + Closers plan gain access to a curated network of independent, commission-based sales professionals ("Closers"). Closers are independent contractors, not employees or agents of the Company. The Company does not guarantee the availability, performance, or results of any Closer.

Closers are compensated on a performance basis. Upon a Closer successfully closing a new client on your behalf, you agree to pay the Closer a commission of twenty percent (20%) to thirty percent (30%) of your Month 1 invoice amount, as agreed between you and the Closer prior to engagement. Commission is due and payable upon your receipt of the client's first payment. The Company is not a party to the commission agreement between you and any Closer.

You are responsible for: (a) accurately representing your agency's services, pricing, and outcomes to Closers; (b) honoring all commission agreements with Closers; (c) providing Closers with the materials, access, and information needed to represent your agency; and (d) ensuring all client-facing representations made by Closers on your behalf are accurate and compliant with applicable law.

The Company is not liable for: (a) any Closer's conduct, representations, or omissions; (b) any disputes between you and a Closer regarding commissions or performance; or (c) any client relationship issues arising from a Closer's engagement. You agree to indemnify and hold the Company harmless from any claims arising from your use of the Closer network.

All content, features, functionality, methodologies, systems, and materials on the Platform — including but not limited to the 19-touchpoint GTM cadence system, brand audit engine, AI report generator, cover letter system, outreach frameworks, sales scripts, training materials, integration architecture, automation workflows, and all associated documentation — are the exclusive intellectual property of InstantProspector LLC and are protected by applicable copyright, trademark, trade secret, and other intellectual property laws of the United States and international jurisdictions. Nothing in these Terms transfers any ownership interest in Company IP to you.

Subject to your compliance with these Terms and maintenance of an active subscription, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform and its features solely for your internal business purposes of operating and growing your agency. This license does not include the right to copy, reproduce, distribute, create derivative works from, reverse engineer, decompile, disassemble, or commercialize any Company IP in any form or medium.

You expressly agree not to, and shall not permit any third party to:

• Reproduce, copy, resell, sublicense, or redistribute the 19-touchpoint cadence, brand audit methodology, sales scripts, outreach frameworks, or any other proprietary system or framework outside of your own agency's direct use;
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, underlying algorithms, data structures, or architecture of the Platform or any component thereof;
• Scrape, crawl, or systematically extract data, content, or functionality from the Platform by automated or manual means;
• Train, fine-tune, or otherwise use Company IP as input data for any artificial intelligence, machine learning, or large language model system;
• Create, develop, market, or operate any product, service, platform, or tool that competes with or is substantially similar to the Platform, using knowledge, methodologies, systems, or frameworks derived from your access to the Platform;
• Disclose, share, or transmit the specifics of the Company's proprietary systems, cadence steps, integration architecture, or operational workflows to any competitor, prospective competitor, or third party that may use such information to build a competing product;
• Attempt to circumvent, disable, or interfere with any security features, access controls, or usage restrictions of the Platform;
• Use the Platform to benchmark or evaluate competing products or services.

Violation of this Section 8.3 constitutes a material breach of these Terms and will result in immediate termination of your account without refund. The Company reserves the right to seek injunctive relief, damages, disgorgement of profits, and all other available legal and equitable remedies for any violation of this section.

You acknowledge that the Company has invested substantial time, capital, and expertise in developing the Platform, its integrations, methodologies, and business relationships. You expressly agree that you will not, directly or indirectly:

• Circumvent the Company by independently replicating the Platform's integration stack, workflow architecture, or operational systems using knowledge gained through your access to the Platform;
• Contact, solicit, or engage any of the Company's technology partners, integration providers, or vendors for the purpose of replicating or competing with the Platform, without the Company's prior written consent;
• Assist, advise, invest in, or otherwise support any third party in building a product or service that competes with the Platform using information obtained through your Subscriber access;
• Use the Platform's white-label configuration to obscure the origin of a competing product or service.

This non-circumvention obligation survives the termination or expiration of your subscription for a period of three (3) years. You acknowledge that a breach of this provision would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy, and that the Company shall be entitled to seek immediate injunctive relief without the requirement to post bond.

You agree to treat the following as confidential and proprietary information of the Company: (a) the specific steps, sequencing, and scripting of the 19-touchpoint GTM cadence; (b) the technical architecture, integration stack, and automation workflows of the Platform; (c) pricing structures, vendor relationships, and operational costs disclosed to you as a Subscriber; (d) any non-public features, roadmap items, or internal processes disclosed during onboarding or coaching sessions; and (e) any other information designated as confidential by the Company. You agree not to disclose such information to any third party without the Company's prior written consent and to use such information solely for the purpose of operating your agency using the Platform.

You retain ownership of all data, content, and materials you upload to the Platform ("Subscriber Content"). By uploading Subscriber Content, you grant the Company a limited license to process and store such content solely to provide the Services. The Company will not use your Subscriber Content for any other purpose.

These Terms commence on the date you first access the Platform or enroll in a cohort and continue until your subscription is cancelled or terminated.

The Company reserves the right to suspend or terminate your account and access to the Platform immediately, without notice or refund, if: (a) you violate any provision of these Terms; (b) you engage in fraudulent, abusive, or illegal activity; (c) your use of the Platform poses a risk to the Company, other Subscribers, or third parties; (d) you fail to pay any amounts due under these Terms; or (e) the Company determines, in its sole discretion, that you are engaged in or preparing to engage in any activity that violates the non-circumvention or IP protection provisions of Section 8.

Upon termination: (a) your license to use the Platform and all Company IP is immediately revoked; (b) your white-label configuration will be deactivated; (c) you must immediately cease all use of the Platform and any Company IP; and (d) all outstanding payment obligations survive termination. Sections 8 (Intellectual Property and Proprietary Rights), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), and 16 (Governing Law) survive termination indefinitely.

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

For any dispute not subject to binding arbitration under Section 16.3, or for the purpose of seeking emergency injunctive or other equitable relief, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Florida. Each party waives any objection to the laying of venue in such courts and waives any claim that such courts are an inconvenient forum.

Before initiating any formal dispute resolution, you agree to contact the Company at [email protected] and attempt to resolve the dispute informally for a period of thirty (30) days.

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform — except claims for injunctive or other equitable relief to protect the Company's intellectual property or enforce the non-circumvention provisions of Section 8 — shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Florida. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The Company expressly reserves the right to seek injunctive relief in any court of competent jurisdiction without waiving its right to arbitration.

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and the Company regarding the Platform and supersede all prior agreements, representations, and understandings.

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

The Company's failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the Company.

You may not assign or transfer your rights or obligations under these Terms without the Company's prior written consent. Any purported assignment in violation of this provision is null and void. The Company may freely assign these Terms without restriction.

The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, internet outages, or third-party service failures.

You acknowledge that any breach or threatened breach of Sections 8 (Intellectual Property and Proprietary Rights) or 9 (Acceptable Use Policy) would cause irreparable harm to the Company for which monetary damages would be an inadequate remedy. Accordingly, the Company shall be entitled to seek immediate injunctive or other equitable relief from any court of competent jurisdiction without the requirement to post bond or other security, and without prejudice to any other rights or remedies available to the Company.

In any action or proceeding to enforce these Terms or arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and other litigation expenses from the non-prevailing party.