I. Introduction
This Terms of Service Agreement ("Agreement") is entered into by and between LeadTrust, LLC ("we", "us", "our") and you, the user ("you", "your"), collectively referred to as the "Parties". This Agreement governs your access to and use of LeadTrust services and software ("Services").
II. Acceptance of Terms
By accessing or using our Services, you agree to be bound by this Agreement, our Privacy Policy, and any additional terms applicable to certain programs in which you may elect to participate. You are also required to comply with all applicable laws, rules and regulations in connection with your use of the Services. If you do not agree with this Agreement, you should not access or use our Services.
III. Modification of Terms
We reserve the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Services following the posting of any changes will mean that you accept and agree to the changes.
IV. Access to Services
Subject to your compliance with this Agreement, we will provide you with a limited, non-exclusive, non-transferable, revocable license to access and use the Services.
V. General User Obligations
As a user, you agree to comply with all applicable laws and regulations including, but not limited to, GDPR and any other data protection laws. You agree not to misuse the Services, infringe on anyone’s rights, interfere with the Services, or try to access them using a method other than the interface and the instructions that we provide.
VI. User Content and Conduct
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Definition:
User Content refers to any and all content, including but not limited to text, images, data, and other material, that you upload, transmit, post, send or otherwise provide to us through the Services.
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User Content Obligations:
You are solely responsible for your User Content. You represent and warrant that you have all necessary rights to your User Content and that you're not infringing or violating any third party’s rights by posting it or using it in connection with the Services.
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Content Restrictions:
You agree not to submit any User Content that:
- Violates any law, regulation, or contractual obligation;
- Is obscene, vulgar, pornographic, offensive, or harmful;
- Promotes violence or discrimination;
- Infringes upon any third party's intellectual property rights, privacy rights, or other personal or proprietary rights;
- Contains any viruses or harmful components that may harm us or our users;
- Is misleading or inaccurate.
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Enforcement:
We reserve the right, at our sole discretion, to review, monitor, prohibit, edit, delete, disable access to or otherwise make unavailable any User Content without notice for any reason or for no reason at any time. If we determine that your User Content violates this Agreement, we may, at our sole discretion and without liability or notice to you, remove your User Content and/or take any other action that we deem appropriate to respond to any claim of abuse.
VII. Compliance with Communication Laws
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User Communication Obligations:
As a user of our Services, you agree to comply with all applicable laws and regulations regarding electronic communications, including but not limited to the U.S. CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), and any other laws or regulations applicable in the jurisdictions in which you operate or send communications.
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CAN-SPAM Act and CASL:
You warrant that your use of our Services will not violate the provisions of the CAN-SPAM Act, CASL, or any similar law in any applicable jurisdiction. This includes, but is not limited to, ensuring that all communications sent using our Services:
- Clearly identify you as the sender;
- Include your valid physical postal address;
- Provide a clear and conspicuous mechanism for recipients to opt out of future communications;
- Honour opt-out requests promptly.
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California Consumer Protection Laws:
If you operate in the State of California or send communications to California residents, you warrant that your use of our Services will comply with all applicable consumer protection laws, including the California Consumer Privacy Act (CCPA).
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Breach of This Section:
Any breach of this Section may lead to immediate termination of this Agreement and your access to our Services, at our sole discretion, without any liability on our part.
VIII. Data Security
- We will encrypt data in transit and at rest using current, recommended algorithms. You understand that Services are cloud-based. We will follow reasonable best practices to secure your data, and only our authorized personnel will have access to it for troubleshooting purposes. We will not require sensitive financial or health data to provide the Services, and any payment data for Services will be managed separately with a reputable payment processor, i.e., Stripe. To the extent possible, we will regionalize data storage and access, using geospacial routing policies to keep your data within your jurisdiction.
- You reserve the right to remove data in connection with your use of the Services.
- You reserve the right to request an export of any data in connection with your use of the Services.
IX. Data Breach and Incident Response
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Incident Response:
We will maintain an Incident Response Plan that includes regular review, training, and testing of the plan. This plan will be made available to you upon your request within 30 days of receiving your request.
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Data Breach Notification:
In the event that your data is breached, lost, stolen or potentially compromised, we will promptly notify you in accordance with applicable law and our Incident Response Plan.
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Mitigation:
We will take reasonable steps to investigate, mitigate, and correct any data breach involving our Services.
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Cooperation:
In the event of a data breach, you agree to cooperate with us, to the extent necessary, to conduct any investigation or to take required actions under applicable law, this Agreement, or our Privacy Policy.
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Limitation of Liability:
Unless the data breach was due to our gross negligence or intentional misconduct, LeadTrust LLC will not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses resulting from such data breach.
X. Payment Terms
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Fees:
You agree to pay all applicable, undisputed fees for the Services on the terms set forth in the payment plan or pay-per-request option you choose. All fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
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Taxes:
Your invoice may include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively "Taxes"). Taxes are in addition to your plan's subscription price or pay-per-request price. You are responsible for paying Taxes except those assessable against us based on our income. You agree to pay such Taxes if so invoiced.
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Invoicing and Payment:
You will be billed in advance in accordance with our billing cycle, and payment for Services will be due immediately. If you dispute any charges, you must let us know within sixty (60) days after the date of the invoice.
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Late Payments:
If we do not receive payment by the due date, we may suspend your access to our Services until payment is received in full. Unpaid invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
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Renewal:
Any subscription to our Services by you will renew automatically for the subscription period until you cancel. You will be billed for the renewal period on the date that is the same or closest to the day of the month you were originally billed.
XI. Termination
We may terminate or suspend your access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
XII. Intellectual Property Rights
- All right, title, and interest in and to the Services are and will remain our exclusive property.
- You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us or authorized within the Services); use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, i.e., by sharing log-in credentials ("Password Sharing"); or remove any proprietary notices or labels.
XIII. Limitation of Liability
To the maximum extent permitted by law, LeadTrust, LLC will not be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses.
XIV. Indemnification
You agree to defend, indemnify, and hold harmless LeadTrust, LLC, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services that is in breach this Agreement by you.
XV. Warranty and Disclaimer
We will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and will perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers we integrate with, or because of other causes beyond our reasonable control, but we will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
HOWEVER, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
XVI. Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of the Commonwealth of Kentucky, USA. Each party irrevocably agrees that the courts of the Commonwealth of Kentucky, USA will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
XVII: Contact Information
If you have any questions about this Agreement, please contact us at
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Email:
compliance@leadtrust.com
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Mailing Address:
LeadTrust
1400 Main Street #198
Clarksville IN, 47129