SVIP MEMBERSHIP TERMS & CONDITIONS
Last Updated: August 20, 2026
These SVIP Membership Terms & Conditions (“Terms”) govern membership in the SVIP ecosystem and the use of membership benefits, services, programs, platforms, events, and opportunities provided by SecurityVIP Enterprises (“SVIP”).
By purchasing, accepting, renewing, or using an SVIP membership, the purchasing company or individual (“Member”) agrees to these Terms. These Terms are incorporated into any membership application, order form, proposal, invoice, checkout page, or other written agreement issued by SVIP relating to membership.
1. Membership Overview
SVIP is a security-industry membership and engagement platform designed to connect security executives, manufacturers, integrators, consultants, service providers, distributors, and other industry professionals through executive engagement, industry intelligence, events, technology evaluation, networking, and other SVIP programs.
Membership provides access to the SVIP ecosystem and the benefits associated with the membership level purchased by Member.
Membership benefits may include, depending on the applicable membership level:
Access to SVIP Intelligence and member-only content;
Participation in eligible SVIP events and programs;
Access to executive engagement and networking opportunities;
Eligibility to participate in certain SVIP services and programs;
Member pricing, discounts, or preferred access for certain SVIP offerings;
Access to SVIP facilities, environments, or experiences when applicable;
Complimentary benefits specifically included with the applicable membership level; and
Additional benefits introduced by SVIP during the membership term.
Specific benefits applicable to each membership level are described on the SVIP membership page, applicable Order Form, invoice, proposal, or other membership documentation.
Membership provides access to the SVIP ecosystem and applicable benefits but does not guarantee participation in every SVIP event, meeting, program, introduction, or opportunity.
2. Membership Levels
SVIP may offer multiple membership levels, including Company Memberships and Individual Memberships.
Company Membership
A Company Membership applies to the purchasing organization and includes the number of membership seats and benefits identified at the time of purchase.
Membership seats may only be used by employees or authorized representatives of the Member organization and may not be transferred outside the organization without SVIP's written approval.
Individual Membership
An Individual Membership applies solely to the individual who purchased or was assigned the membership and may not be shared or transferred to another individual without SVIP's written approval.
SVIP may introduce, modify, rename, discontinue, or establish additional membership levels in the future.
3. Membership Term
Each membership begins on the date of purchase unless another effective date is expressly stated in writing by SVIP.
The initial membership term is twelve (12) months from the applicable effective date.
Memberships do not operate on a universal renewal date. Each Member's renewal date is based on that Member's individual membership anniversary.
For example, a membership purchased on August 20, 2026 will remain active through August 19, 2027 and will renew on August 20, 2027 unless timely canceled in accordance with these Terms.
4. Automatic Renewal
Unless canceled in accordance with these Terms, memberships automatically renew for successive twelve (12)-month terms.
The applicable annual membership fee is due on the Member's renewal date.
Member authorizes SVIP to charge the payment method on file for the applicable renewal fee when permitted by the payment method provided.
SVIP may provide a renewal reminder prior to the renewal date, but Member remains responsible for tracking its membership term and renewal date regardless of whether a reminder is received.
To prevent renewal, Member must provide written notice of cancellation to SVIP at least thirty (30) days prior to the applicable renewal date.
Cancellation prevents the membership from renewing for another annual term but does not terminate or refund the current membership term.
5. Membership Fees & Payment
Membership pricing is established by the membership level selected at the time of purchase.
Unless otherwise agreed in writing:
Membership fees are due in full at the beginning of each annual membership term;
All membership fees are non-refundable;
Membership fees are earned upon payment and provide access to the applicable membership benefits for the membership term;
Failure to make payment when due may result in suspension or termination of membership benefits;
Member is responsible for applicable taxes, processing fees, or other charges identified at the time of purchase; and
Additional SVIP services, events, sponsorships, programs, or opportunities not expressly included with membership may require additional payment.
SVIP may change membership pricing for future renewal terms. Any pricing change will apply beginning with the Member's next renewal term and will not retroactively change fees already paid for the current term.
6. Membership Benefits
Membership benefits are based on the membership level purchased and the benefits offered by SVIP at that time.
SVIP operates an evolving membership platform. Accordingly, SVIP may add, replace, modify, reschedule, or discontinue individual benefits, programs, platforms, events, partnerships, or experiences as the SVIP ecosystem develops.
SVIP will use commercially reasonable efforts to maintain the overall value of its membership offering but does not guarantee that every individual benefit available at the beginning of a membership term will remain identical throughout the term.
Unless expressly stated otherwise in writing, unused membership benefits have no cash value, may not be exchanged for refunds or credits, and expire at the end of the applicable membership term.
7. Complimentary and Included Benefits
Certain membership levels may include complimentary participation in specific SVIP programs or events.
Any complimentary or included benefit:
Must be used during the applicable membership term unless SVIP agrees otherwise in writing;
Is subject to availability, eligibility requirements, event capacity, scheduling, and applicable program rules;
Has no cash value;
May not be exchanged for a refund or credit;
May not be carried forward into a subsequent membership term unless expressly authorized by SVIP; and
May not be transferred or resold without SVIP's written approval.
Additional participation beyond what is expressly included with the membership may be purchased separately at SVIP's then-current pricing.
8. Events, Executive Engagement & Business Opportunities
SVIP facilitates opportunities for Members to engage with security executives, end users, industry professionals, manufacturers, integrators, consultants, service providers, distributors, and other participants within the SVIP ecosystem.
Member acknowledges that SVIP provides the environment, access, programs, connections, and opportunities for engagement, but does not guarantee:
A specific number of meetings or introductions unless expressly stated in a separate written agreement;
Participation by any particular executive, company, end user, or organization;
Sales opportunities;
Requests for proposals;
Pipeline generation;
Contracts;
Revenue;
Closed business; or
Any other specific commercial outcome.
Any business relationship, transaction, contract, or opportunity arising from an SVIP introduction, event, meeting, program, or membership interaction is solely between the applicable parties.
9. Separate SVIP Services
Membership may provide eligibility or preferred access to additional SVIP offerings, including services such as Executive Advisory Sessions, SVIP Sales Connect, End User Den participation, sponsorships, private events, or other programs.
Unless expressly included as a membership benefit, these services are separate purchases and may be governed by separate terms, Order Forms, program rules, or agreements.
In the event of a conflict between these Membership Terms and terms specifically governing a separately purchased SVIP service, the terms governing that specific service will control with respect to that service.
10. Member Conduct
Members are expected to conduct themselves professionally and respectfully when participating in the SVIP ecosystem.
Member agrees not to:
Engage in unlawful, fraudulent, abusive, threatening, discriminatory, or harassing conduct;
Misuse SVIP platforms, member information, executive information, or proprietary resources;
Share restricted or member-only content with unauthorized third parties;
Disrupt SVIP events, programs, meetings, facilities, or operations;
Misrepresent its relationship with SVIP;
Resell or commercially exploit membership access without authorization; or
Engage in conduct that SVIP reasonably determines could materially harm SVIP, its members, partners, executives, end users, employees, or reputation.
SVIP reserves the right to suspend or terminate membership access for violations of these Terms or other material misconduct.
11. Confidentiality & Member Information
Members may receive access to non-public information through SVIP, including industry intelligence, executive insights, member information, event discussions, research, reports, business information, and other proprietary or confidential materials.
Member agrees not to disclose, reproduce, sell, distribute, scrape, republish, or commercially exploit non-public SVIP information except as expressly authorized by SVIP.
Information independently obtained by Member outside of SVIP is not subject to this restriction solely because similar information may also be available through SVIP.
12. Intellectual Property
SVIP and its licensors retain all rights, title, and interest in SVIP's brands, trademarks, logos, platforms, reports, research, event formats, content, media, databases, methodologies, materials, and other intellectual property.
Membership grants Member a limited, non-exclusive, non-transferable right to access and use applicable SVIP materials for Member's internal professional and business purposes during the membership term.
No ownership rights are transferred to Member.
13. Photography, Video & Media
SVIP events and activities may be photographed, recorded, livestreamed, or otherwise documented.
By attending an SVIP event or participating in an SVIP program, Member acknowledges that its participating representatives may appear in photographs, video recordings, audio recordings, or other media captured in connection with the event.
SVIP may use such media for legitimate business, promotional, editorial, marketing, and archival purposes unless otherwise agreed in writing.
14. Cancellation & Termination
Member may cancel automatic renewal by providing written notice at least thirty (30) days before its renewal date.
Cancellation does not entitle Member to a refund for the current membership term and does not relieve Member of any outstanding payment obligation.
SVIP may suspend or terminate a membership immediately for:
Failure to pay amounts when due;
Material violation of these Terms;
Fraudulent or unlawful activity;
Misuse of SVIP platforms, information, events, or resources;
Harassment, abuse, or misconduct involving SVIP participants; or
Conduct that materially harms or threatens SVIP, its operations, members, partners, or community.
If SVIP terminates a membership for cause, Member will not be entitled to a refund of membership fees.
SVIP may also discontinue a membership program or terminate a membership for reasons unrelated to Member misconduct. In such circumstances, SVIP may provide a prorated refund, credit, replacement benefit, or other commercially reasonable remedy at SVIP's discretion.
15. No Guarantee of Results
Member understands that SVIP provides access, engagement opportunities, industry intelligence, programming, connections, and other membership benefits.
SVIP does not guarantee any specific business, financial, sales, networking, partnership, investment, procurement, or commercial outcome resulting from membership.
Member remains solely responsible for its own sales activities, business decisions, due diligence, negotiations, relationships, and transactions.
16. Disclaimer of Warranties
Except as expressly provided in writing, SVIP membership and related services are provided on an “as available” basis.
To the fullest extent permitted by applicable law, SVIP disclaims warranties not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
SVIP does not warrant uninterrupted availability of every platform, event, program, benefit, participant, or service.
17. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SVIP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITIES, LOSS OF DATA, OR LOSS OF GOODWILL ARISING OUT OF OR RELATING TO MEMBERSHIP, SVIP SERVICES, EVENTS, PROGRAMS, INTRODUCTIONS, OR THESE TERMS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SVIP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A MEMBER'S MEMBERSHIP SHALL NOT EXCEED THE MEMBERSHIP FEES ACTUALLY PAID BY MEMBER TO SVIP DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations contained in this Section apply regardless of the form or theory of liability to the fullest extent permitted by applicable law.
18. Third-Party Relationships
SVIP may introduce Members to or provide access to third-party organizations, executives, end users, service providers, technology providers, sponsors, partners, or other participants.
SVIP does not control and is not responsible for the acts, omissions, products, services, representations, contractual obligations, business practices, or performance of third parties.
Member is solely responsible for conducting its own due diligence before entering into any transaction, agreement, or business relationship with another party.
19. Contractual Limitations Period
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM, ACTION, DISPUTE, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, MEMBERSHIP, SVIP SERVICES, OR MEMBER'S PARTICIPATION IN THE SVIP ECOSYSTEM MUST BE ASSERTED WITHIN ONE (1) YEARAFTER THE CLAIM OR CAUSE OF ACTION ACCRUES.
ANY CLAIM NOT ASSERTED WITHIN THAT PERIOD SHALL BE PERMANENTLY BARRED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
This Section does not shorten any limitations period where applicable law expressly prohibits the parties from doing so.
20. Dispute Resolution, Binding Arbitration & Waiver of Court Proceedings
20.1 Informal Dispute Resolution
Before initiating arbitration or any other formal legal proceeding permitted under these Terms, Member and SVIP agree to first attempt in good faith to resolve the dispute informally.
The party asserting a dispute must provide written notice describing the nature of the dispute, the factual basis for the claim, and the requested resolution.
The parties will have thirty (30) days following receipt of the notice to attempt to resolve the matter informally.
20.2 Binding Individual Arbitration
IF A DISPUTE CANNOT BE RESOLVED THROUGH THE INFORMAL RESOLUTION PROCESS, MEMBER AND SVIP AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, MEMBERSHIP, SVIP SERVICES, OR THE RELATIONSHIP BETWEEN MEMBER AND SVIP SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN THROUGH LITIGATION IN COURT.
The arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to its applicable Commercial Arbitration Rules, unless the parties mutually agree otherwise.
Unless otherwise required by applicable law or mutually agreed by the parties, arbitration shall take place in Tarrant County, Texas.
The arbitrator shall have authority to award any remedy available under applicable law that is not otherwise validly limited by these Terms.
Judgment on an arbitration award may be entered in any court having jurisdiction.
20.3 Waiver of Jury Trial
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEMBER AND SVIP KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, MEMBERSHIP, SVIP SERVICES, OR THE RELATIONSHIP BETWEEN THE PARTIES.
Member acknowledges that arbitration means disputes will generally be decided by a neutral arbitrator rather than a judge or jury in court.
20.4 Class, Collective & Representative Action Waiver
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MEMBER AND SVIP AGREE THAT ALL DISPUTES SHALL BE BROUGHT AND RESOLVED SOLELY ON AN INDIVIDUAL BASIS.
Member and SVIP waive any right to bring, participate in, or receive relief through any class action, collective action, consolidated action, representative action, or other proceeding brought on behalf of multiple parties.
The arbitrator shall not consolidate the claims of multiple parties or preside over any class, collective, consolidated, or representative proceeding except where applicable law prohibits enforcement of this restriction.
20.5 Limited Exceptions
Notwithstanding the foregoing, either party may seek temporary, preliminary, or injunctive relief from a court of competent jurisdiction when reasonably necessary to protect confidential information, intellectual property, proprietary information, trademarks, trade secrets, or other rights for which immediate equitable relief may be appropriate.
Either party may also pursue an eligible claim in small claims court provided the claim remains solely on an individual basis.
20.6 Arbitration Provision Severability
If any portion of this arbitration provision is determined to be invalid or unenforceable, the remaining portions shall remain enforceable to the fullest extent permitted by applicable law, except where the invalid provision is essential to the parties' agreement to arbitrate.
21. Governing Law & Venue
These Terms and the relationship between Member and SVIP shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles, except to the extent federal law governs the enforceability or administration of arbitration.
To the extent a dispute is permitted to proceed in court notwithstanding Section 20, the parties consent to the exclusive jurisdiction and venue of the applicable state and federal courts located in Tarrant County, Texas.
22. Changes to Membership & These Terms
SVIP may update these Terms periodically to reflect changes to its membership model, services, operations, programs, or legal requirements.
SVIP may also add, modify, replace, reschedule, or discontinue individual membership benefits as the SVIP ecosystem evolves.
Material changes to these Terms will apply prospectively and will not materially reduce a Member's paid contractual rights during an existing membership term without reasonable notice.
The version of these Terms in effect at the beginning of a renewal term will govern that renewal term unless otherwise required by law.
Continued membership following renewal constitutes acceptance of the then-current Terms.
23. Electronic Acceptance
Member agrees that electronic acceptance, electronic signatures, online checkout, payment of an SVIP membership invoice, execution of an Order Form, or use of membership benefits may constitute acceptance of these Terms.
Electronic records and signatures shall have the same force and effect as original written signatures to the fullest extent permitted by applicable law.
24. Entire Agreement
These Terms, together with the applicable membership application, Order Form, invoice, proposal, checkout terms, and any separately executed written agreement between SVIP and Member, constitute the agreement between the parties concerning the applicable membership.
If an Order Form or separately executed written agreement expressly conflicts with these Terms, the expressly conflicting provision in the signed written agreement will control with respect to that conflict.
25. Assignment
Member may not assign or transfer its membership, these Terms, or any rights or obligations arising from membership without SVIP's prior written consent.
SVIP may assign these Terms or its rights and obligations hereunder in connection with a merger, acquisition, corporate restructuring, sale of substantially all assets, or transfer to an affiliated or successor entity.
26. Severability
Except as otherwise specifically provided with respect to arbitration, if any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law and the remaining provisions shall remain in full force and effect.
27. No Waiver
SVIP's failure or delay in exercising or enforcing any right or provision under these Terms shall not constitute a waiver of that right or provision.
A waiver of any provision on one occasion shall not constitute a waiver of that provision or any other provision on any future occasion.
28. Survival
Any provisions that by their nature should survive expiration or termination of membership shall survive, including provisions concerning payment obligations, confidentiality, intellectual property, disclaimers, limitation of liability, dispute resolution, arbitration, governing law, and contractual limitations periods.
SecurityVIP Enterprises (SVIP)
Membership Terms & Conditions
Effective August 20, 2026
SALES CONNECT SERVICE TERMS & CONDITIONS
Last Updated: August 20, 2026
SVIP Sales Connect is a business introduction and sales-access service designed to facilitate direct meetings between Client and vetted executive end users. For each Executive Connection purchased, SVIP will facilitate one direct sales meeting between Client and an executive end user who:
1. Reasonably matches the Ideal Customer Profile (“ICP”) mutually agreed upon by Client and SVIP; and 2. Has voluntarily opted in and agreed to participate in a meeting with Client and hear Client's presentation or sales pitch. The applicable Order Form will establish the number of Executive Connections purchased, term, pricing, billing arrangement, ICP, and any other Client-specific commercial terms.
2. DEFINITION OF AN EXECUTIVE CONNECTION An “Executive Connection” means a direct meeting facilitated by SVIP between Client and a vetted executive end user who reasonably matches the agreed-upon ICP and has agreed to participate in the meeting. SVIP's obligation for an individual Executive Connection is fulfilled once the scheduled meeting between Client and the executive end user takes place. Unless expressly stated otherwise in an Order Form, an Executive Connection does not require the executive or their organization to have: * An active project; * An approved or allocated budget; * An open request for proposal (“RFP”); * An immediate purchasing requirement; * A specific purchasing timeline; * An existing need for Client's products or services; or * An intention to enter into a commercial relationship with Client.
3. SVIP GUARANTEES THE CONNECTION — NOT THE OUTCOME **SVIP guarantees the connection. SVIP does not guarantee the commercial outcome.** Client acknowledges and agrees that it is purchasing access to and facilitation of a qualified executive connection—not a guaranteed sales opportunity, transaction, or revenue outcome. SVIP makes no representation, warranty, or guarantee that an Executive Connection will result in: * A follow-up meeting; * A qualified sales opportunity; * Pipeline; * An RFP, RFQ, or bid invitation; * A product evaluation or pilot; * A proposal request; * A purchase order; * A contract; * Revenue; * A specific return on investment; or * Any other commercial result. The executive end user and their organization retain complete discretion regarding whether to continue discussions or pursue any business relationship with Client. Client is solely responsible for its presentation, sales process, products, services, pricing, demonstrations, proposals, follow-up efforts, negotiations, and any resulting commercial relationship.
4. IDEAL CUSTOMER PROFILE Client and SVIP will establish an agreed-upon ICP for the applicable Executive Connections. The ICP may include criteria such as: * Industry or vertical; * Organization type; * Organization size; * Executive title, function, or level of responsibility; * Geographic market; and * Other mutually agreed-upon criteria. SVIP will use commercially reasonable efforts to identify executives who reasonably satisfy the agreed-upon ICP. An ICP is intended to establish reasonable matching criteria and does not guarantee that every executive or organization will satisfy every preference Client may have unless a particular requirement is expressly included in the applicable Order Form. Unless expressly agreed to in writing, Client may not require SVIP to secure a meeting with a particular individual or organization.
5. EXECUTIVE MATCHING AND CLIENT APPROVAL SVIP may provide Client with reasonable information regarding a proposed executive match before confirming or scheduling an Executive Connection. Client is responsible for promptly reviewing proposed matches and communicating any legitimate concerns regarding whether a proposed executive reasonably satisfies the agreed-upon ICP. Once Client approves a proposed executive match, Client may not subsequently reject the Executive Connection or request a replacement solely because: * The executive does not have an immediate project; * The executive does not have an approved budget; * The executive's purchasing timeline differs from Client's expectations; * The executive declines to schedule a follow-up meeting; * The executive does not request a proposal; * The executive does not purchase Client's products or services; or * The meeting otherwise fails to generate the commercial outcome desired by Client.
6. MULTIPLE AND RECURRING CONNECTIONS Clients may purchase individual Executive Connections, multiple Executive Connections, recurring monthly Executive Connections, or Executive Connections pursuant to a fixed-term agreement, including a twelve-month commitment. The applicable Order Form will determine the number of Executive Connections, contract term, pricing, billing schedule, and other applicable commercial terms. Unless otherwise provided in the Order Form, each Executive Connection is independently subject to these Terms.
7. MONTHLY CONNECTION ALLOCATIONS For Clients purchasing a recurring number of Executive Connections per month, SVIP will use commercially reasonable efforts to facilitate the applicable number of connections during each monthly service period. Client acknowledges that executive schedules and availability may require a meeting to occur outside the originally anticipated month. A scheduling delay caused by executive availability will not constitute a breach by SVIP, provided SVIP continues to use commercially reasonable efforts to fulfill the applicable Executive Connection. If SVIP is unable to fulfill a purchased Executive Connection during the applicable month for reasons not caused by Client, the unfulfilled connection will remain available and may be fulfilled during a subsequent month.
8. FIXED-TERM AND 12-MONTH AGREEMENTS If Client enters into a fixed-term Sales Connect agreement, including a twelve-month commitment, Client is committing to the full term and financial commitment identified in the applicable Order Form. Unless otherwise expressly stated in the Order Form, a fixed-term agreement may not be cancelled by Client for convenience before expiration of the agreed term. Client's payment obligations are not contingent upon the commercial success of any Executive Connection. Failure to generate opportunities, pipeline, contracts, purchase orders, or revenue does not relieve Client of its payment obligations under an applicable Order Form.
9. EXECUTIVE CANCELLATIONS AND NO-SHOWS SVIP recognizes that executive schedules may change. If an executive end user: * Cancels a confirmed meeting; * Fails to attend a confirmed meeting; or * Becomes unavailable before the meeting; through no fault of Client, the applicable Executive Connection will not be considered fulfilled. SVIP will use commercially reasonable efforts to either: 1. Reschedule the meeting with the same executive; or 2. Provide a replacement executive who reasonably matches the agreed-upon ICP. SVIP's obligation in such circumstances is limited to rescheduling or replacing the Executive Connection.
10. CLIENT CANCELLATIONS, DELAYS, AND NO-SHOWS Client is responsible for making appropriate representatives available for confirmed Executive Connections. If Client fails to attend a confirmed meeting, cancels without reasonable notice, repeatedly delays scheduling, or otherwise prevents an approved Executive Connection from occurring, SVIP may consider the applicable Executive Connection fulfilled. SVIP may elect, in its sole discretion, to assist Client with rescheduling but is not obligated to provide a replacement Executive Connection without an additional fee. Client-caused delays do not relieve Client of its payment obligations.
11. PAYMENT Client agrees to pay all fees specified in the applicable Order Form according to the payment schedule stated therein. Unless otherwise stated in an Order Form, amounts paid or payable for Executive Connections are not contingent upon Client achieving any particular sales or commercial outcome. Client may not withhold payment because an Executive Connection fails to result in additional meetings, an opportunity, proposal, contract, revenue, or other desired outcome.
12. REFUNDS AND CREDITS Because SVIP commits resources to sourcing, vetting, matching, coordinating, and securing executive participation, Sales Connect fees are generally non-refundable once SVIP has begun performing the applicable services. If SVIP is unable to provide an Executive Connection that reasonably satisfies the agreed-upon ICP, SVIP may: 1. Continue working to secure an appropriate replacement connection; or 2. Apply the unfulfilled Executive Connection as a credit toward a future qualifying connection. Any monetary refund must be expressly authorized by SVIP in writing. Nothing in this Section limits any rights or remedies that cannot legally be waived under applicable law.
13. EXECUTIVE INDEPENDENCE Executive end users participating in Sales Connect remain independent participants. Unless expressly disclosed otherwise, participating executives are not employees, agents, representatives, partners, or endorsers of SVIP. Participation by an executive does not constitute an endorsement by that executive or their employer of Client, Client's products or services, or SVIP. SVIP does not control the statements, opinions, purchasing decisions, business decisions, or actions of participating executives or their organizations.
14. CLIENT CONDUCT Client agrees to conduct all Sales Connect meetings professionally, honestly, and respectfully. Client may not use Sales Connect to: * Harass or improperly pressure participating executives; * Misrepresent Client's products, services, capabilities, or relationship with SVIP; * Engage in deceptive or unlawful sales practices; * Obtain executive information for unauthorized purposes; * Sell, distribute, license, or commercially exploit SVIP-provided executive information; * Attempt to obtain unauthorized access to SVIP's broader executive database or community; or * Engage in conduct that SVIP reasonably determines could harm SVIP, its executive community, or its business relationships. SVIP reserves the right to suspend or terminate Client's participation for material violations of this Section. Such termination will not relieve Client of payment obligations already incurred under an applicable Order Form.
15. CONFIDENTIALITY AND EXECUTIVE INFORMATION Client agrees to treat non-public, confidential, or proprietary information disclosed by an executive during a Sales Connect meeting as confidential unless the executive authorizes its disclosure or the information is otherwise lawfully available to Client. Client may communicate directly with an executive following an Executive Connection when the executive has provided or authorized use of their contact information. Client may not sell, distribute, publish, license, upload to third-party databases, or otherwise commercially exploit executive contact information obtained through SVIP. Nothing in these Terms prohibits Client and an executive end user from independently conducting business following an introduction.
16. RELATIONSHIPS FOLLOWING AN INTRODUCTION Once SVIP has facilitated an Executive Connection, Client and the participating executive or organization may communicate, negotiate, and conduct business directly. Unless separately agreed in writing, SVIP does not claim a commission, referral fee, revenue share, or other compensation from transactions subsequently entered into between Client and an executive or organization introduced through Sales Connect. SVIP is not a party to any subsequent agreement between Client and an executive end user or their organization and assumes no responsibility for the performance of either party under such an agreement.
17. NO REPRESENTATION OF EXECUTIVE ORGANIZATIONS Participation by an individual executive in Sales Connect does not necessarily mean that the executive is authorized to bind, contract for, or otherwise act on behalf of their employer or organization in connection with Client's products or services. Client is responsible for conducting its own due diligence regarding purchasing authority, procurement requirements, contracting requirements, and any subsequent business relationship.
18. INTELLECTUAL PROPERTY SVIP retains all right, title, and interest in its trademarks, service marks, program names, methodologies, databases, content, materials, and other proprietary information. Participation in Sales Connect does not grant Client any ownership interest or license to use SVIP's name, logo, trademarks, executive database, or other intellectual property except as expressly authorized by SVIP in writing.
19. LIMITATION OF LIABILITY To the fullest extent permitted by applicable law, SVIP will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or lost-profit damages arising out of or relating to Sales Connect, any Executive Connection, or any subsequent relationship between Client and an executive end user. To the fullest extent permitted by applicable law, SVIP's aggregate liability arising out of or relating to a particular Order Form will not exceed the total amount actually paid by Client to SVIP under that Order Form during the six (6) months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
20. NO WARRANTIES Except for SVIP's express obligation to facilitate Executive Connections in accordance with these Terms and the applicable Order Form, Sales Connect is provided without any additional representation or warranty, express or implied, to the fullest extent permitted by applicable law. SVIP specifically disclaims warranties regarding the commercial suitability, purchasing intent, budget, authority, future actions, or business decisions of any participating executive or organization.
21. FORCE MAJEURE SVIP will not be responsible for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, governmental actions, labor disruptions, widespread technology or telecommunications failures, acts of war or terrorism, public emergencies, or similar events. SVIP will use commercially reasonable efforts to resume affected services as reasonably practicable.
22. ORDER FORM CONTROLS COMMERCIAL TERMS Each applicable Order Form will specify Client-specific commercial terms, which may include: * Number of Executive Connections; * Frequency of connections; * Contract term; * Pricing; * Payment schedule; * Effective date; * ICP requirements; and * Other specifically negotiated terms. If an express term of an executed Order Form conflicts with these Terms, the applicable Order Form will control with respect to that conflict.
23. MODIFICATIONS TO THESE TERMS SVIP may update these Terms from time to time. Any material changes will apply prospectively unless otherwise agreed by Client and SVIP. For a fixed-term Order Form, the version of these Terms in effect on the effective date of that Order Form will govern for the applicable term unless the parties mutually agree otherwise in writing.
24. GOVERNING LAW These Terms and any applicable Order Form will be governed by and construed in accordance with the laws of the **State of Texas**, without regard to its conflict-of-law principles. Any legal action arising out of or relating to Sales Connect, these Terms, or an applicable Order Form will be brought in a court of competent jurisdiction located in the State of Texas, unless otherwise required by applicable law or agreed by the parties in writing.
25. SEVERABILITY If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
26. WAIVER A failure by SVIP to enforce any provision of these Terms will not constitute a waiver of that provision or SVIP's right to enforce it in the future.
27. ENTIRE AGREEMENT These Terms together with the applicable executed Order Form constitute the agreement between SVIP and Client regarding the applicable Sales Connect services and supersede prior discussions or representations concerning those services. Any amendment to an executed Order Form must be agreed to in writing by the parties.
28. ACCEPTANCE By signing an Order Form that incorporates these Terms, Client acknowledges that it has reviewed, understands, and agrees to be bound by these SVIP Sales Connect Terms & Conditions. **SecurityVIP Enterprises (SVIP)** **SVIP Sales Connect**
