SR PRO Group - Terms of Services

Contact Information

SR PRO Group 6903 Tilden Lane, Rockville, MD 20852, United States Email: info@srpro.marketing Phone: +1 917 775 6516
Website: www.srpro.marketing

1. Overview and Acceptance

These Terms of Service ("Terms") govern your access to and use of the professional marketing services provided by SR PRO Group. By engaging SR PRO Group for any services, signing a Statement of Work or Service Agreement, or otherwise requesting or accepting services, you ("Client") agree to be bound by these Terms.

SR PRO Group refers collectively to SR Professional Marketing Inc, a Maryland corporation, and SR Professional Marketing Ltd, an Israeli company, both owned by Ronen Wasserman. SR Professional Marketing Inc serves clients primarily in the United States and United Kingdom. SR Professional Marketing Ltd serves clients primarily in Israel. The specific contracting entity will be identified in your applicable engagement agreement. These Terms apply to the services delivered by whichever entity is party to your engagement.

If you do not agree to these Terms, you must not engage SR PRO Group for services.

These Terms, together with any applicable Statement of Work ("SOW"), Service Agreement, Data Processing Addendum ("DPA"), or Business Associate Agreement ("BAA"), constitute the entire agreement between you and SR PRO Group with respect to the services described therein. In the event of a conflict between these Terms and a signed SOW or Service Agreement, the terms of the signed SOW or Service Agreement will control.

2. Eligibility

To engage SR PRO Group and be bound by these Terms, you represent and warrant that:

(a) You are at least 18 years of age and have the legal authority to enter into a binding contract on behalf of yourself or the organization you represent;

(b) If you are entering into these Terms on behalf of a business entity, you have the authority to bind that entity to these Terms, and all references to "Client" or "you" refer to that entity;

(c) You and your organization are not subject to any sanctions administered by the United States Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, or any other applicable governmental authority, and you are not located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to comprehensive trade sanctions;

(d) Your use of SR PRO Group's services does not violate any applicable law, regulation, or contractual obligation to which you are subject.

3. Scope of Services

SR PRO Group provides professional marketing services, which may include, but are not limited to:

Marketing strategy development and advisory
Campaign planning, management, and execution
HubSpot CRM and marketing automation management
Marketing technology consulting and implementation
Content strategy and production oversight
Paid media management and optimization
Analytics and performance reporting
Custom marketing technology products, including SmartCal and Bizman

The specific services to be delivered, timelines, deliverables, and fees for each engagement will be set forth in a mutually executed Statement of Work or Service Agreement ("Engagement Agreement"). SR PRO Group reserves the right to update, modify, or expand its service offerings at any time.

Services are provided on a professional services basis. SR PRO Group does not guarantee any specific marketing results, rankings, conversion rates, revenue outcomes, or other performance metrics unless expressly stated as a specific, measurable commitment in a signed Engagement Agreement.

4. Engagement and Project Terms

4.1 Engagement Agreements

Each engagement will be governed by a separate Engagement Agreement that incorporates these Terms by reference. The Engagement Agreement will specify the scope of services, deliverables, project timeline, fees, and any additional terms specific to the engagement.

4.2 Changes to Scope

Any material change to the scope of services agreed in an Engagement Agreement must be documented in a written change order signed by both parties. SR PRO Group reserves the right to adjust fees and timelines to reflect any approved scope changes.

4.3 Client Cooperation

The successful delivery of services depends on timely and active cooperation from Client. SR PRO Group's ability to meet timelines and deliverables is contingent on Client providing necessary access, approvals, information, and feedback within the timeframes specified in the Engagement Agreement. SR PRO Group will not be liable for delays caused by Client's failure to provide required inputs.

4.4 Subcontractors

SR PRO Group may engage qualified subcontractors or freelancers to assist in delivering services. SR PRO Group remains responsible for the work performed by such subcontractors and will ensure they are bound by confidentiality obligations at least as protective as those in these Terms.

5. Client Responsibilities

Client agrees to:

(a) Provide SR PRO Group with accurate, complete, and timely information, materials, approvals, and access to systems, accounts, and platforms necessary for SR PRO Group to perform the services;

(b) Ensure that all materials, content, data, and other information provided to SR PRO Group do not infringe any third-party intellectual property rights, violate any applicable law, or breach any third-party agreement;

(c) Maintain accurate and lawful records of consents and permissions required for SR PRO Group to process personal data on Client's behalf, including but not limited to email marketing consent under applicable law;

(d) Notify SR PRO Group promptly of any material changes to Client's business, brand, products, or target audience that may affect the services;

(e) Designate a primary point of contact who has the authority to provide approvals, feedback, and decisions in connection with the services;

(f) Comply with all applicable laws and regulations in connection with Client's use of the services and any marketing activities conducted using SR PRO Group's work product.

6. Fees and Payment

6.1 Fees

Fees for services will be set forth in the applicable Engagement Agreement. SR PRO Group will invoice Client monthly, or as otherwise specified in the Engagement Agreement, on net-30 terms unless an alternative payment schedule is mutually agreed in writing.

6.2 Payment

Client agrees to pay all invoiced amounts within 30 days of the invoice date ("Due Date") unless otherwise agreed in writing. Payment must be made in the currency specified in the invoice.

6.3 Late Payment

Any amounts not paid by the Due Date will accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the Due Date until the date of actual payment. SR PRO Group reserves the right to suspend services if payment is more than 15 days overdue, without prejudice to any other remedy available.

6.4 Expenses

Unless otherwise specified in the Engagement Agreement, out-of-pocket expenses incurred by SR PRO Group on Client's behalf (such as advertising spend, media purchases, software subscriptions, or travel) will be billed to Client at cost, with prior Client approval for any single expense exceeding a threshold specified in the Engagement Agreement.

6.5 Taxes

Client is responsible for all applicable taxes, levies, or duties imposed by any governmental authority in connection with the services, excluding taxes on SR PRO Group's income. For Israeli clients, VAT will be applied in accordance with applicable Israeli law.

6.6 Disputes

If Client disputes any portion of an invoice in good faith, Client must notify SR PRO Group in writing within 10 days of the invoice date, specifying the basis for the dispute. Client must pay all undisputed amounts by the Due Date. The parties will work in good faith to resolve disputes promptly.

7. Intellectual Property

7.1 Work Product Ownership

Subject to full payment of all fees owed under the applicable Engagement Agreement, SR PRO Group assigns to Client all right, title, and interest in original deliverables specifically created for Client under that Engagement Agreement ("Work Product"). This assignment takes effect upon receipt of full payment.

7.2 SR PRO Group Retained IP

Notwithstanding Section 7.1, SR PRO Group retains all right, title, and interest in and to:

(a) SR PRO Group's pre-existing intellectual property, tools, methodologies, frameworks, templates, processes, and know-how ("SR PRO IP"), including but not limited to the SmartCal and Bizman platforms and any proprietary marketing systems or software;

(b) General marketing concepts, ideas, techniques, and approaches that are not specifically developed as unique deliverables for Client;

To the extent any SR PRO IP is incorporated into Work Product delivered to Client, SR PRO Group grants Client a non-exclusive, non-transferable, royalty-free license to use such SR PRO IP solely in connection with Client's use of the applicable Work Product.

7.3 Client-Provided Materials

Client retains all right, title, and interest in materials, data, content, brand assets, trademarks, and other intellectual property provided by Client to SR PRO Group ("Client Materials"). Client grants SR PRO Group a limited, non-exclusive license to use Client Materials solely for the purpose of performing the services under the applicable Engagement Agreement.

7.4 Client Data Ownership

Client owns all data generated from or relating to Client's marketing activities, including campaign data, analytics, CRM data, and audience data ("Client Data"). SR PRO Group's right to access and use Client Data is limited to what is reasonably necessary to deliver the services. This limited license terminates upon the conclusion of the engagement.

7.5 Portfolio and Case Studies

SR PRO Group may reference Client's name and describe the general nature of services provided for portfolio, marketing, and business development purposes, unless Client specifically requests otherwise in writing. SR PRO Group will not publish detailed case studies identifying Client without Client's prior written consent.

8. Confidentiality

8.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the services, whether disclosed in writing, orally, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to, business strategies, financial information, client lists, pricing, technical systems, marketing plans, and proprietary methodologies.

8.2 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms; and (c) use Confidential Information solely for the purpose of performing obligations or exercising rights under the applicable Engagement Agreement.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure without restriction; (c) is received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

8.4 Compelled Disclosure

If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, it will, to the extent permitted by law, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will disclose only the minimum amount of Confidential Information legally required.

8.5 Duration

Confidentiality obligations survive termination or expiration of the engagement for a period of three (3) years. Obligations with respect to trade secrets will continue for as long as the information qualifies as a trade secret under applicable law.

9. Data Processing

9.1 General

In the course of providing services, SR PRO Group may process personal data on behalf of Client. Where SR PRO Group processes personal data as a data processor acting on Client's behalf, SR PRO Group will do so in accordance with Client's documented instructions and applicable data protection law.

9.2 Privacy Policy

SR PRO Group's privacy practices are described in the SR PRO Privacy Policy, available at www.srpro.marketing/privacy-policy, which is incorporated into these Terms by reference.

9.3 Data Processing Addendum

Where SR PRO Group processes personal data subject to the UK General Data Protection Regulation ("UK GDPR"), the European Union General Data Protection Regulation ("EU GDPR"), or other applicable data protection law on behalf of Client, the parties will execute a Data Processing Addendum ("DPA") that governs the terms of such processing. The DPA is available upon request at info@srpro.marketing.

9.4 HIPAA

Where Client is a HIPAA-covered entity or business associate and engages SR PRO Group in activities involving protected health information ("PHI"), the parties will execute a Business Associate Agreement ("BAA") prior to any such processing. SR PRO Group will handle PHI solely in accordance with the terms of the BAA and applicable HIPAA regulations. Clients subject to HIPAA should contact SR PRO Group at info@srpro.marketing to obtain the applicable BAA.

9.5 Sub-Processors

SR PRO Group uses certain third-party sub-processors to deliver its services, including HubSpot (CRM and marketing automation), Microsoft 365 (productivity and communication), and Zipbooks (accounting). A current list of sub-processors is available upon request. SR PRO Group will notify Client of any material changes to its sub-processor list in accordance with the terms of any applicable DPA.

9.6 Security and Insurance

SR PRO Group maintains reasonable technical and organizational security measures designed to protect personal data and confidential client information from unauthorized access, disclosure, alteration, or destruction, including encrypted communications (TLS) for data in transit, access controls limiting data access to authorized personnel on a need-to-know basis, regular review of security practices, and incident response procedures.

SR Professional Marketing Inc and SR Professional Marketing Ltd maintain the following insurance coverage through CFC Underwriting (Lloyd's of London syndicate), providing group-level protection:

Technology Professional Indemnity - $500,000 per claim (SR Professional Marketing Ltd)
Cyber Liability including Network Security, Privacy Liability, and Regulatory Fines - $500,000 per claim (SR Professional Marketing Ltd)
Cyber Incident Response including legal, forensic, and breach management costs - $500,000 per claim (SR Professional Marketing Ltd)

10. Warranties and Disclaimer

10.1 SR PRO Group Warranties

SR PRO Group represents and warrants that: (a) it has the right and authority to enter into and perform its obligations under these Terms; (b) the services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) it will comply with all applicable laws and regulations in the performance of the services.

10.2 Client Warranties

Client represents and warrants that: (a) it has the right and authority to enter into and perform its obligations under these Terms; (b) all Client Materials provided to SR PRO Group are lawfully owned or licensed by Client and do not infringe any third-party rights; and (c) Client will use the services and Work Product in compliance with all applicable laws and regulations.

10.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, SR PRO GROUP PROVIDES SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. SR PRO GROUP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SR PRO GROUP DOES NOT WARRANT THAT THE SERVICES WILL ACHIEVE ANY SPECIFIC BUSINESS OUTCOMES, MARKETING RESULTS, RANKINGS, LEADS, CONVERSIONS, OR REVENUE, UNLESS EXPRESSLY COMMITTED IN A SIGNED ENGAGEMENT AGREEMENT.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE).

11.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SR PRO GROUP'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SR PRO GROUP IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions

The limitations in Sections 11.1 and 11.2 do not apply to: (a) either party's obligations of confidentiality under Section 8; (b) either party's indemnification obligations under Section 12; (c) Client's obligation to pay fees; or (d) damages arising from a party's fraud, willful misconduct, or gross negligence.

12. Indemnification

12.1 SR PRO Group Indemnification

SR PRO Group will defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) SR PRO Group's material breach of these Terms; (b) SR PRO Group's infringement of any third-party intellectual property right in the Work Product (excluding portions derived from Client Materials or Client instructions); or (c) SR PRO Group's gross negligence or willful misconduct.

12.2 Client Indemnification

Client will defend, indemnify, and hold harmless SR PRO Group and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's material breach of these Terms; (b) Client Materials infringing or allegedly infringing any third-party intellectual property rights; (c) Client's use of the Work Product or services in violation of applicable law; or (d) Client's gross negligence or willful misconduct.

12.3 Indemnification Procedure

The indemnified party will: (a) promptly notify the indemnifying party in writing of any claim for which it seeks indemnification; (b) give the indemnifying party sole control of the defense and settlement of the claim, provided the indemnifying party does not settle any claim that imposes liability on the indemnified party without the indemnified party's prior written consent; and (c) provide reasonable cooperation and assistance to the indemnifying party in the defense of the claim at the indemnifying party's expense.

13. Term and Termination

13.1 Term

These Terms remain in effect for the duration of any active Engagement Agreement between the parties and for any post-termination periods specified herein.

13.2 Termination for Convenience

Either party may terminate an Engagement Agreement for convenience upon at least thirty (30) days' prior written notice to the other party. Upon termination for convenience by Client, Client will pay SR PRO Group for all services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments made on Client's behalf.

13.3 Termination for Material Breach

Either party may terminate an Engagement Agreement immediately upon written notice if the other party commits a material breach of these Terms or the Engagement Agreement and: (a) the breach is not capable of cure; or (b) the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach in reasonable detail.

13.4 Termination for Non-Payment

SR PRO Group may terminate an Engagement Agreement immediately upon written notice if Client fails to pay any undisputed amount within 30 days after such amount is due, and fails to cure such non-payment within 10 days of written notice from SR PRO Group.

13.5 Effect of Termination

Upon termination or expiration of an Engagement Agreement: (a) all licenses granted under these Terms with respect to that Engagement Agreement will terminate, except that Client may retain and use any Work Product for which full payment has been received; (b) each party will promptly return or destroy the other party's Confidential Information upon written request; (c) Client will pay all outstanding amounts owed to SR PRO Group for services rendered and expenses incurred through the termination date; and (d) provisions that by their nature should survive termination will survive, including Sections 7, 8, 9, 10.3, 11, 12, 15, 16, and 17.

14. Dispute Resolution

14.1 Informal Resolution

If a dispute arises out of or relates to these Terms or any Engagement Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation between senior representatives of each party for a period of at least 15 days following written notice of the dispute from one party to the other.

14.2 Mediation

If the parties are unable to resolve the dispute through informal negotiation, either party may initiate non-binding mediation administered by a mutually agreed mediator in Montgomery County, Maryland, before filing any legal proceeding. The costs of the mediator will be shared equally by the parties.

14.3 Litigation

If mediation is unsuccessful, either party may pursue its claims in the courts specified in Section 16 (Governing Law). The obligation to mediate does not apply to: (a) claims for infringement or misappropriation of intellectual property rights; (b) claims for breach of confidentiality obligations where immediate injunctive relief is sought; or (c) claims that fall within the jurisdiction of a small claims court.

14.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm without first completing the informal resolution or mediation process.

15. Governing Law

These Terms and any dispute arising out of or in connection with them will be governed by and construed in accordance with the laws of the State of Maryland, United States, without regard to its conflict of laws principles.

The parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Montgomery County, Maryland, for the resolution of any dispute not subject to the dispute resolution process in Section 14. Each party waives any objection to such jurisdiction and venue.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any applicable Engagement Agreement, DPA, BAA, and other documents expressly incorporated herein, constitute the entire agreement between the parties with respect to the services and supersede all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to the same subject matter.

16.2 Amendments

SR PRO Group may update these Terms from time to time. SR PRO Group will provide Client with at least 30 days' written notice of any material changes to these Terms. Continued engagement of SR PRO Group for services after the effective date of such changes constitutes Client's acceptance of the updated Terms. For any ongoing Engagement Agreement in effect at the time of an update, the updated Terms will apply only to renewals or new Engagement Agreements entered into after the effective date.

16.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it will be severed from these Terms. The remaining provisions of these Terms will continue in full force and effect.

16.4 No Waiver

The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party to be effective. A waiver of any particular breach or default will not constitute a waiver of any subsequent breach or default of the same or any other provision.

16.5 Assignment

Neither party may assign, delegate, or transfer its rights or obligations under these Terms or any Engagement Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, SR PRO Group may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of SR PRO Group's assets, provided that the assignee assumes all obligations under these Terms. Any purported assignment in violation of this section is void.

16.6 Notices

All notices under these Terms must be in writing and will be deemed delivered: (a) when personally delivered; (b) one business day after deposit with a nationally recognized overnight courier; (c) three business days after deposit in the United States mail, first-class postage prepaid; or (d) upon confirmed transmission by email, provided a copy is sent by one of the methods above within two business days. Notices to SR PRO Group should be directed to info@srpro.marketing and to the address set forth in the header of these Terms. Notices to Client will be directed to the address or email provided in the applicable Engagement Agreement.

16.7 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 delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, governmental actions, war, civil unrest, labor disputes, widespread internet or infrastructure outages, or pandemic events ("Force Majeure Event"). The affected party must provide prompt written notice of the Force Majeure Event and use reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Engagement Agreement upon written notice without liability, except that Client will pay for services rendered prior to the Force Majeure Event.

16.8 Independent Contractors

SR PRO Group and Client are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party.

16.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms, express or implied, is intended to or will confer any rights, benefits, or remedies on any other person or entity.

16.10 Headings

Section headings are for convenience only and will not affect the interpretation of these Terms.

16.11 Counterparts

Any Engagement Agreement or ancillary agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures will be deemed valid and binding.

17. Contact Us

For questions about these Terms, to request a Data Processing Addendum, Business Associate Agreement, or sub-processor list, or to report a concern, please contact:

SR PRO Group 6903 Tilden Lane Rockville, MD 20852 United States

Email: info@srpro.marketing Phone: +1 917 775 6516 Website: www.srpro.marketing Privacy Policy: www.srpro.marketing/privacy-policy

These Terms of Service were last updated on May 4, 2026. Previous versions are available upon request.

SR PRO Group - Terms of Service