Terms of Service
Last Updated: July 18th 2022
If you have ordered the Services by executing an Order Form referring to the LeadIQ Master Subscription Agreement (“MSA”), the Order Form and MSA will apply to your use of the Services and will supersede any conflicting terms in these Terms.
We may change these Terms from time to time by posting a revised version of the Terms on this site. Please review the site on a regular basis to obtain timely notice of any revisions. The “Last Updated” legend above indicates when the Terms were last changed. If you continue to use the site after the revisions take effect, you agree to be bound by the revised terms.
PLEASE BE AWARE THAT THE TERMS CONTAIN CLASS ACTION AND ARBITRATION PROVISIONS THAT MAY AFFECT YOUR RIGHTS.
1. Access and Use of the Services
1.1 Your Subscription
You acknowledge that the Services may be periodically unavailable due to: (i) planned downtime, and (ii) circumstances beyond our reasonable control pursuant to section 11.4 (Force Majeure). We reserve the right to make changes to the Services at any time and from time to time, provided that we will not materially decrease the functionality of the Services during a Subscription Term.
1.2 Changes to your Subscription
Only Upgrades to your Plan are permitted during the Subscription Term. Upgrades means a) moving to a higher subscription plan (e.g. starter to pro), b) adding users, or c) moving from a monthly to annual subscription plan.
1.3 Your Responsibilities
You acknowledge and agree that at all times in your use of the Services that you will: (i) only use the Services for your internal business purposes, pursuant to section 1.4(a); (ii) comply with the Terms and all applicable laws, rules and regulations; (iii) use and have measures in place to keep the personal data contained in BI Data secure, confidential and comply with all applicable international data privacy, security and marketing laws and regulations, including but not limited to the General Data Protection Regulation (“GDPR”), the Privacy and Electronic Communications Directive 2002/58/EC (“ePrivacy Directive”), the California Consumer Privacy Act (“CCPA”), CAN-SPAM Act of 2003, and all other equivalent laws and regulations in any relevant jurisdiction relating to data privacy (together “Data Protection Laws”) that apply to the personal data that you collect and use in connection with the Services. You specifically acknowledge that you are responsible as a Controller (as defined in the GDPR) of the personal data that you acquire from the Services and for obtaining any consent required under the ePrivacy Directive; (iv) monitor and control all activity conducted through your account in connection with the Services, including preventing unauthorized access to and use of the Services.
1.4 Prohibited Use
You acknowledge and agree that at all times during your use of the Services, you will not:
- Use the Services for any purposes other than your own internal business to business sales, marketing, or customer relationship management;
- Share your login credentials, publish, distribute, share, sell, lease, transfer or otherwise make any portion of the Services and BI Data available to third parties;
- Interfere with or disrupt the integrity or performance of the Services;
- Reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code of any software making up the Services;
- Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract or export data collected using the Services;
- Access the Services in order to build a competitive product or service;
- Use the Services and BI Data in violation of any applicable laws, including but not limited to Data Protection Laws, and particularly laws that prohibit the sending of bulk mail, junk mail, spam or other forms of duplicative messages;
- Use the Services to stalk, threaten, harass or harm another individual, or use the Services in any way that is misleading, unlawful, defamatory, obscene, invasive, threatening, or otherwise objectionable.
If you undertake any of the aforementioned actions at section 1.4, your privileges to use the Services may, at our discretion, be terminated or suspended in accordance with sections 4.3 and 4.4. LeadIQ shall also have the right to pursue any damages or injunctive relief it may be entitled to under law.
2. Third Party Integrations and Links
Some of LeadIQ’s Services may require integration with select third-party software applications (“Third Party Services”). When you enable integrations with Third Party Services, you authorize LeadIQ to access, store and use information or data from your account with the Third Party Services as reasonably necessary to i) provide the applicable Services offered by LeadIQ, ii) to improve the quality of any BI Data provided to Customer, and iii) derive any insights about your sales practices that will be aggregated and anonymised for internal research and development purposes, industry benchmarking, and may be published, displayed or distributed as part of our Services in anonymised form. You own and shall retain all right, title, and interest in your data originating from the Third Party Services. You represent and warrant that you have the authority to provide such access to us and that doing so will not violate your agreement with the Third Party Services. LeadIQ assumes no responsibility for and disclaims any liability or obligations with respect to Third Party Services that are provided pursuant to the terms of the applicable third-party license or separate agreement between you and the licensor of the Third Party Services.
The Services may contain links to third party websites that are not owned or controlled by LeadIQ. LeadIQ has no control over, and assumes no responsibility for the content, policies or practices of third party websites.
3. Fees and Payment
In order to use and access the Services, you agree to pay the monthly or annual fee for your Plan (the “Fees”), where applicable. All Fees are non-refundable. Upon renewal of your Plan in accordance with section 4.1, the Fees may be subject to change.
3.2 Payment Terms
Unless otherwise provided, LeadIQ will charge you the Fees on an annual or monthly basis based on your Plan. For settlements of the Fees using credit cards, you authorize us to use a PCI-compliant third party payment processor to process your payment information. If payment will be made by a method other than a credit card, we will invoice you. Invoiced Fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to LeadIQ and notifying us of any changes to such information.
Any and all disputes over the Fees must be raised by you via a written notice no later than 10 (ten) days after the invoice date. For any failure to pay the amount due, we will provide you with notice of non-payment and reserve the right to suspend your access to the Services if payment is not made within thirty 30 (thirty) days after such notice. Except as prohibited by law, LeadIQ may charge a late fee of one and one-half percent (1.5%) per month on past due amounts.
You are responsible for any applicable taxes, including and without limitation, any sales, use, levies, duties, value added or similar taxes payable and assessed by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise all fees, rates, and estimates provided by us exclude taxes.
For Services and Plans that offer credits, you acknowledge that these credits have no cash value and are not redeemable for cash or any other equivalent currency. Payments for credits are non-refundable and non-disputable. Credits do not roll over and will reset every thirty (30) calendar days, except for Freemium plans where the credits will reset every seven (7) calendar days. LeadIQ reserves the right to change the number of free credits offered under the Freemium Plan. Additional credits may be purchased by submitting a request to us.
4. Term and Termination
4.1. Term and Renewals
The Subscription Term commences on the date you sign up for a Plan and agree to these Terms, and will automatically renew at the end of each Subscription Term for the same duration as the previous Subscription Term unless you provide us with prior cancellation notice in accordance with section 4.2. We reserve the right to change the Fees at renewal.
You may elect to terminate your Plan only at the end of your then-current Subscription Term by providing notice. For a Monthly Plan, you must submit a cancellation request through your account prior to the end of the current month. For an Annual Plan, you must submit a cancellation to us no less than thirty (30) days prior to the end of such Subscription Term. You agree that no refunds or credits for any part of the Fees will be made upon termination of your Plan, and your right to access and use the Services shall immediately terminate.
4.3. Termination for Cause
Either party may terminate the Subscription for cause (a) upon written notice to the other party of a material breach of the Terms if such breach remains uncured at the expiration of thirty (30) days from the date of receipt of such written notice; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In no event will termination discharge you of your obligation to pay the Fees.
4.4. Suspension of Access
LeadIQ may suspend your access to the Services immediately if: (a) you fail to make a payment for more than thirty (30) days following its due date; or (b) you have, or LeadIQ reasonably suspects that you have breached sections 1.3, 1.4 or 6.2. LeadIQ will have no liability to you for the period of suspension.
5. Proprietary Rights
5.1 Intellectual Property Rights
You acknowledge and agree that as between you and LeadIQ, all rights, title and interest in and to the Services, including without limitation the BI Data, copyright, design right, database right, patents, trade secrets and trademarks (whether registered or unregistered) and other intellectual property rights associated with the Services, are owned by or licensed to LeadIQ.
Except for the limited rights expressly granted to you at section 1.1, we reserve all right, title, and interest in and to the Services and these Terms do not grant any such rights, title and interest to you. You agree to not engage in the use, copying, or distribution of anything contained within the Services, including the LeadIQ names and logos, unless we have given you express written permission.
5.2 User Feedback
You may at your discretion provide us with suggestions, comments, corrections, ideas, enhancement or feature requests or other information and materials (collectively “Feedback”). You grant to us a worldwide, irrevocable, perpetual, royalty-free license to use, reproduce, adapt, publish, translate, communicate, display, and distribute your Feedback for the purposes of operating or improving our Services.
5.3 Machine Learning Services
Where you use any of our Services that employ our machine learning algorithm to generate original written works and materials (“Written Works”), LeadIQ reserves its rights to the Written Works generated exclusively by our Services pursuant to section 5.1 and grants you the right to use pursuant to section 1.1. Where you use any of our Services that employ our machine learning algorithm to assist with creating Written Works that would, under intellectual property law, be owned by you, you grant LeadIQ a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license and right to use, host, store, copy, adapt, modify, create derivative works from the Written Works for the purposes of training and improving our machine learning algorithm and Services, provided that we do not specifically identify you.
6. Confidentiality and Data Privacy
6.1. Confidential Information
“Confidential Information” means all information of a party disclosed to the other party, whether orally or in writing, that is designated as confidential or is information which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, any pricing information, any proprietary materials provided, including product plans, technology and technical information, business and marketing plans and business processes disclosed by such party.
6.2. Confidentiality and Disclosures
Each party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each party may use the other party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms.
Each party may disclose Confidential Information (a) solely to the employees and/or non-employee service providers and contractors on a need to know basis and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
6.4 Data Processing Addendum (“DPA”)
For data processing and international data transfers subject to GDPR or other European data protection rules, the parties agree to the terms of the LeadIQ DPA with Standard Contractual Clauses, and the terms of such DPA shall be incorporated into these Terms by reference.
6.5 Usage Data
LeadIQ may collect, use and analyze general usage and performance information and data about our customers in an aggregated manner for the purpose of improving the Services or for publishing statistics, provided that we will not specifically identify you in the course of collecting, using, analyzing or publishing that information or data.
7. Representations, Warranties and Disclaimers
Each party represents and warrants that it has the requisite power and authority to enter into the Terms.
LEADIQ PROVIDES THE SERVICE AND BI DATA ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY (INCLUDING WITH REGARDS TO THE DATA) AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT LEADIQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. LEADIQ DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY APPLICATIONS. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH YOUR PLAN SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
You agree to defend, indemnify and hold harmless LeadIQ, its officers, directors, employees and agents, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your access and use of the Services and BI Data: i) in breach of these Terms; and ii) that violates the rights or otherwise caused damage to a third party, including without limitation any copyright, property, or privacy rights. This indemnification will survive the Terms and your use of the Services.
9. Limitations of Liability
9.1 Exclusion of Damages
IN NO EVENT WILL LEADIQ OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST CONTENT OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THIRD PARTY MATERIALS, AND WHETHER THE ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF LEADIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Limitation of Liability
LEADIQ’S AGGREGATE LIABILITY TO YOU WITH RESPECT TO ANY SINGLE INCIDENT OR SERIES OF RELATED INCIDENTS UNDER, ARISING OUT OF OR RELATING TO THESE TERMS SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS.
YOU ACKNOWLEDGE AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THE ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY LEADIQ TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
10. Dispute Resolution and Mandatory Arbitration
10.1 Informal Dispute Resolution
In the event of any disputes or claim arising out of or relating to the Terms, both parties agree to use their reasonable efforts to settle any dispute, claim or disagreement, arising out of or relating to the Terms, directly through consultation and good faith negotiations (“Informal Dispute Resolution”), which shall be a condition to either party initiating any formal legal claims.
If the parties do not reach an agreed resolution within a period of thirty (30) days from the time Informal Dispute Resolution is initiated, then either party may initiate binding arbitration as the sole means to resolve the claims subject to the terms set forth below.
10.2 Mandatory Arbitration
You and LeadIQ hereby agree that any dispute, claim, or disagreement arising out of relating to the Terms and the Services will be settled in binding arbitration between you and LeadIQ, and not in a court of law. The Federal Arbitration Act governs the interpretation and enforcement of this obligation to arbitrate.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures available at www.adr.org (“Rules”). Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs.
Arbitration shall be initiated and take place in Santa Clara, California. If the relief sought is less than US $10,000, then either party may choose whether the arbitration will be conducted on the basis of documents provided to the arbitrator or through a telephonic hearing, subject to the arbitrator’s discretion to require an in-person hearing.
10.3 Class Action Waiver
You and LeadIQ agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action.
This section 10 shall survive the termination of the Terms and your use of the Services.
11. General Provisions
Neither party may transfer or assign its rights or obligations under the Terms to any third party without the prior written approval of the other party, except for an assignment to an affiliated company or to a successor in connection with a merger, acquisition, reorganization or sale of substantially all of its assets or voting securities.
All notices under the Terms shall be in writing and be deemed to have been given upon: (i) personal delivery, (ii) two (2) business days after mailing or depositing with a nationally recognized courier, or (iii) immediately upon delivery by electronic mail. Notices to LeadIQ shall be addressed to LeadIQ, Inc, Attn: CEO; 548 Market Street, PMB 20371, San Francisco, CA 94104, USA.
11.3 Governing Law
Notwithstanding you and LeadIQ’s agreement to mandatory arbitration at section 10.2, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in Santa Clara, California, as necessary to protect the party's rights or property pending the completion of arbitration. You and LeadIQ hereby submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Santa Clara, California.
11.4 Force Majeure
Except for your payment obligations, neither party shall be liable for any delay or failure in performance of to the extent caused by a condition, such as natural disaster, an act of war or terrorism, acts of God, riot, labor condition, governmental action, Internet disturbance, or acts undertaken by third parties, including without limitation, denial of service attack that was beyond the party's reasonable control.
If any provision of the Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Terms will remain in effect.
No failure or delay by either party in exercising any right under the Terms will constitute a waiver of that right.
11.7 Entire Agreement
Except as expressly agreed to in writing by us, the Terms constitute the entire agreement between the parties with respect to the Services, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties. In the event you execute an Order Form and MSA with us and there is any conflict or inconsistency with the Terms, the order of precedence shall be: (1) the Order Form and MSA, and (2) these Terms.
11.8 Export Controls
You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
12. Contact Us
If you have any questions about our Services and these Terms, please contact us at firstname.lastname@example.org. For any questions about our privacy practices, please contact us at email@example.com.