Terms of Service

These Terms of Service ("Agreement") is entered into by and between LeadOps, Inc., a Delaware corporation ("LeadOps," "Company," "we," "us," or "our"), and you or the entity you represent ("Customer," "you," or "your"). This Agreement governs your access to and use of our AI-powered lead intelligence and automation platform and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not agree to this Agreement, you may not access or use the Services.

1. Services

1.1 Access

Subject to the terms and conditions of this Agreement, LeadOps grants you a limited, non-exclusive, non-transferable right to access and use the Services during the term of this Agreement solely for your internal business purposes.

1.2 Modifications

LeadOps may modify or update the Services from time to time. We will use reasonable efforts to notify you of material changes to the Services. Your continued use of the Services after such modifications constitutes your acceptance of the modified Services.

1.3 Service Levels

LeadOps will use commercially reasonable efforts to make the Services available 99.9% of the time, excluding scheduled maintenance and circumstances beyond our reasonable control. Any service level commitments specific to your subscription will be set forth in your Order Form or separate service level agreement.

2. Customer Obligations

2.1 Account Registration

You must register for an account to access the Services. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for safeguarding your account credentials and for all activities that occur under your account.

2.2 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with this Agreement. You will not:

• Use the Services in violation of any applicable law or regulation, including but not limited to the Telephone Consumer Protection Act (TCPA), state telemarketing laws, and industry-specific regulations
• Use the Services to send unsolicited communications or spam
• Use the Services to transmit any malicious code, viruses, or other harmful content
• Attempt to gain unauthorized access to the Services or related systems
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• Remove, alter, or obscure any proprietary notices on the Services
• Use the Services to infringe the intellectual property rights of others
• Resell, sublicense, or otherwise make the Services available to third parties without our prior written consent

2.3 Compliance

You are solely responsible for ensuring that your use of the Services complies with all applicable laws and regulations, including but not limited to laws governing telemarketing, consumer protection, data privacy, and your specific industry. You acknowledge that LeadOps provides tools and features to assist with compliance, but ultimate compliance responsibility rests with you.

2.4 Consent and Opt-Out

You represent and warrant that you have obtained all necessary consents from individuals before using the Services to contact them, and that you will honor all opt-out requests promptly. You agree to maintain records of consent as required by applicable law.

3. Fees and Payment

3.1 Fees

You agree to pay all fees specified in your Order Form or as otherwise agreed in writing. Unless otherwise specified, fees are quoted in U.S. dollars and are non-refundable.

3.2 Payment Terms

Unless otherwise specified in your Order Form, fees are due and payable within thirty (30) days of the invoice date. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

3.3 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, except for taxes based on LeadOps' net income. If LeadOps is required to collect or pay any taxes on your behalf, such taxes will be invoiced to you.

4. Intellectual Property

4.1 LeadOps Property

LeadOps and its licensors retain all right, title, and interest in and to the Services, including all related intellectual property rights. The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Nothing in this Agreement grants you any right to use LeadOps' trademarks, service marks, or logos.

4.2 Customer Data

You retain all right, title, and interest in and to the data you submit to the Services ("Customer Data"). You grant LeadOps a limited, non-exclusive license to use, process, and display Customer Data solely to provide the Services to you.

4.3 Feedback

If you provide any suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), you grant LeadOps a royalty-free, worldwide, perpetual, irrevocable license to use and incorporate such Feedback into the Services.

4.4 Aggregated Data

LeadOps may collect and use aggregated, anonymized data derived from your use of the Services for purposes of improving and enhancing the Services, provided that such data does not identify you or any individual.

5. Confidentiality

5.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

5.2 Obligations

Each party agrees to: (a) protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use the other party's Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement; and (c) not disclose the other party's Confidential Information to third parties except to employees, contractors, and agents who need to know such information and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

6. Data Protection

6.1 Data Processing

LeadOps will process Customer Data in accordance with our Privacy Policy and applicable data protection laws. To the extent LeadOps processes personal data on your behalf, the parties will enter into a Data Processing Agreement as required by applicable law.

6.2 Security

LeadOps maintains appropriate technical and organizational measures designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures include encryption, access controls, and regular security assessments.

6.3 Data Breach

In the event of a data breach affecting Customer Data, LeadOps will notify you without undue delay and provide information about the breach and our response, to the extent known.

7. Term and Termination

7.1 Term

This Agreement begins on the date you first access the Services and continues until terminated in accordance with this section. The initial subscription term and any renewal terms will be specified in your Order Form.

7.2 Termination for Convenience

Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party, subject to any minimum commitment period specified in your Order Form.

7.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or (b) becomes the subject of a bankruptcy, insolvency, or similar proceeding.

7.4 Effect of Termination

Upon termination: (a) your right to access and use the Services will immediately cease; (b) you must pay any outstanding fees owed to LeadOps; and (c) upon request, each party will return or destroy the other party's Confidential Information. The following sections will survive termination: Sections 3 (to the extent of unpaid fees), 4, 5, 7.4, 8, 9, 10, and 11.

7.5 Data Export

Upon termination, you may request an export of your Customer Data for a period of thirty (30) days. After such period, LeadOps may delete your Customer Data in accordance with our data retention policies.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in performing its obligations under this Agreement.

8.2 LeadOps Warranties

LeadOps warrants that: (a) the Services will perform materially in accordance with the applicable documentation; and (b) LeadOps will not materially decrease the functionality of the Services during your subscription term.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND LEADOPS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LEADOPS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

8.4 AI Disclaimer

The Services include artificial intelligence features that generate automated responses and recommendations. While we strive for accuracy, AI-generated content may contain errors or inaccuracies. You are responsible for reviewing and approving AI-generated content before it is sent to your leads or customers.

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LEADOPS DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 Exceptions

The limitations in this Section 9 do not apply to: (a) either party's indemnification obligations; (b) either party's breach of its confidentiality obligations; (c) your payment obligations; or (d) either party's gross negligence or willful misconduct.

10. Indemnification

10.1 By LeadOps

LeadOps will defend, indemnify, and hold you harmless from and against any third-party claims alleging that the Services infringe such third party's intellectual property rights, and will pay any damages finally awarded or settlement amounts agreed to, provided that you: (a) promptly notify LeadOps of the claim; (b) give LeadOps sole control of the defense and settlement; and (c) provide reasonable assistance.

10.2 By Customer

You will defend, indemnify, and hold LeadOps harmless from and against any third-party claims arising from: (a) your use of the Services in violation of this Agreement or applicable law; (b) your Customer Data; or (c) your violation of any third party's rights, including privacy rights. You will pay any damages finally awarded or settlement amounts agreed to.

11. General Provisions

11.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising under this Agreement will be resolved in the state or federal courts located in Delaware, and each party consents to the exclusive jurisdiction of such courts.

11.2 Notices

All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by confirmed email, or sent by certified mail to the addresses specified in your Order Form or account settings.

11.3 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.4 Waiver

No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right will constitute a waiver of such right.

11.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

11.6 Entire Agreement

This Agreement, together with any Order Forms and the Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

11.7 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including natural disasters, acts of government, internet or telecommunications failures, or labor disputes.

11.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

11.9 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights in any individual or entity.

12. Contact

If you have any questions about these Terms of Service, please contact us at legal@leadops.co.

LeadOps, Inc.
A Delaware Corporation