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Terms of Service
Updated March 19, 2025
SOFTWARE AS A SERVICE AGREEMENT (the “Agreement”)
This Agreement is made between Lead Engine LLC, a Minnesota limited liability company, based in River Falls, WI 54022 (“Lead Engine,” “we,” “us,” or “our”), and any person or entity (“Customer” or “you”) that signs up for, accesses, or uses Lead Engine’s cloud-based software-as-a-service platform (the “Services” or the “Software”).
This Agreement is effective as of the date that Customer first accesses or uses the Services, or the date of Customer’s signature, whichever occurs first (the “Effective Date”). By accessing or using the Services, or by executing this Agreement (electronically or otherwise), Customer agrees to all terms and conditions stated herein.
1.1 Authorized Users: Any individual designated by Customer to access and use the Services on Customer’s behalf. Lead Engine’s platform permits unlimited Authorized Users under each Customer subscription.
1.2 Customer Data: Any information, text, files, or other materials provided by Customer or its Authorized Users during the course of using the Services, excluding any information that is publicly available or independently developed by Lead Engine.
1.3 Software or Services: The cloud-based SaaS platform provided by Lead Engine, which includes any related documentation, updates, or support services.
1.4 Confidential Information: Any non-public information disclosed by one party to the other that is identified as confidential or proprietary, or which should reasonably be understood to be confidential by the context of disclosure.
2.1 Services Description: Lead Engine provides a suite of online marketing, lead generation, and analytics tools designed to help businesses automate and optimize their customer acquisition processes. The platform may include functionality for campaign management, contact tracking, dashboard reporting, and integrations with third-party services.
2.2 License Grant: Subject to Customer’s payment of all applicable fees and compliance with this Agreement, Lead Engine hereby grants Customer a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer’s internal business operations.
2.3 Ownership: The Software, including all intellectual property rights therein, is owned exclusively by Lead Engine. No ownership right is transferred to Customer by virtue of this Agreement.
3.1 Initial Term: The initial subscription term of this Agreement shall be three (3) months from the Effective Date. Unless otherwise agreed in writing, the subscription shall automatically renew as described in Section 3.2.
3.2 Automatic Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew for successive terms of the same length, unless Customer provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
3.3 Termination for Breach: 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 ten (10) days after receiving written notice of the breach or (b) ceases its business operations or becomes subject to insolvency proceedings.
3.4 Effect of Termination: Upon termination, Customer’s right to access and use the Services immediately ceases. Lead Engine shall have no obligation to maintain or provide any Customer Data, and may delete Customer Data unless legally prohibited.
4.1 Billing Method: All payments under this Agreement shall be made via automated ACH drafts. Customer is required to sign and maintain a valid ACH payment authorization with Lead Engine.
4.2 Fees and Plans: Customer shall pay the fees associated with the chosen subscription plan:
All fees are payable in advance of each billing period and are non-refundable except as expressly stated in Section 4.6.
4.3 Late Payments: Any fees more than thirty (30) days past due shall accrue a late charge of 1.5% per month (or the highest rate permitted by law, if lower). Lead Engine reserves the right to suspend access to the Services if any payment is past due.
4.4 Taxes: All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes (other than taxes on Lead Engine’s income).
4.5 Chargebacks: Customer agrees that initiating a chargeback or similar dispute with the bank or financial institution, without prior written notice and good-faith dispute resolution with Lead Engine, constitutes a material breach of this Agreement. In the event of a chargeback, Lead Engine may immediately suspend Services, terminate this Agreement, and pursue legal and equitable remedies.
4.6 Refund Policy: Lead Engine maintains a no-refund policy. The only exceptions are for erroneous charges (e.g., fraudulent transactions or double-billing mistakes) which will be remedied promptly upon notice.
5.1 Prohibited Activities: Customer shall not use the Services for any illegal, abusive, harmful, or objectionable purpose, including but not limited to:
5.2 Remedies: Lead Engine may immediately suspend or terminate access to the Services if it reasonably suspects any violation of this Acceptable Use Policy. Such suspension or termination shall not entitle Customer to any refund.
6.1 Privacy Policy: The collection, use, and handling of Customer Data is subject to Lead Engine’s Privacy Policy, available at https://www.leadengine.ai/legal-disclosures/privacy-policy. By using the Services, Customer consents to the practices described in the Privacy Policy.
6.2 Data Security: Lead Engine uses commercially reasonable measures designed to protect Customer Data. However, Customer acknowledges that no data transmission or storage system can be guaranteed to be fully secure.
7.1 Lead Engine IP: All intellectual property rights in the Software, including any modifications, updates, or enhancements, belong to Lead Engine. Customer acquires no rights except for the limited right to use the Services as expressly set forth in this Agreement.
7.2 Restrictions: Customer shall not (and shall not permit any Authorized User or third party to):
8.1 Obligations: Each party shall use the other party’s Confidential Information solely for purposes of fulfilling its obligations under this Agreement. Each party shall take reasonable precautions to protect the other party’s Confidential Information from unauthorized disclosure.
8.2 Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public (other than by breach of confidentiality), (b) was lawfully in the receiving party’s possession before disclosure, (c) is lawfully disclosed to the receiving party by a third party not bound by confidentiality, or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
9.1 Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LEAD ENGINE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9.2 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LEAD ENGINE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LEAD ENGINE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE TOTAL FEES PAID (IF ANY) BY CUSTOMER IN THE SIX (3) MONTHS PRECEDING THE DATE THE CLAIM AROSE.
9.3 Allocation of Risk: The essential purpose of this section is to allocate the risks under this Agreement between the parties and limit potential liability given the fees charged. The parties have relied on these limitations in determining whether to enter into this Agreement.
10.1 Customer Indemnification: Customer shall defend, indemnify, and hold harmless Lead Engine and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) Customer’s or its Authorized Users’ use of the Services, (b) Customer Data (including any claim that Customer Data infringes or misappropriates a third party’s intellectual property rights), or (c) Customer’s breach of this Agreement.
10.2 Lead Engine Indemnification: Lead Engine shall defend, indemnify, and hold harmless Customer from and against any and all third-party claims alleging that the Software infringes or misappropriates such third party’s U.S. intellectual property rights, provided Customer promptly notifies Lead Engine in writing of any such claim and grants Lead Engine sole control of the defense. Lead Engine will have no liability for any claim arising from (a) modification of the Services not authorized by Lead Engine, (b) use of the Services in combination with data, hardware, or software not provided by Lead Engine if such infringement would not have occurred but for the combination, or (c) use of the Services in a manner not in accordance with the documentation.
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of law principles.
11.2 Mediation and Venue: In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve such dispute by mediation in Minnesota. If the dispute is not resolved through mediation, the parties agree that any litigation shall be brought in the state or federal courts located in Minnesota, and each party consents to the exclusive jurisdiction of such courts.
12.1 Entire Agreement: This Agreement (together with any applicable Order Form or online sign-up pages that reference this Agreement) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written communications.
12.2 Amendments: Lead Engine may update or modify these terms from time to time by providing at least thirty (30) days’ written or electronic notice. Your continued use of the Services following such notice constitutes acceptance of the updated Agreement.
12.3 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect.
12.4 Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
12.5 Force Majeure: Neither party shall be liable for delay or failure to perform its obligations under this Agreement if such delay or failure results from events beyond its reasonable control, including acts of God, labor disputes, or governmental demands.
12.6 Notices: All notices under this Agreement shall be in writing and deemed given when delivered via email to support@leadengine.ai (for Lead Engine) or the email on file for Customer, or when sent by certified mail or a recognized courier to the addresses specified by each party.
12.7 Amendment
This Agreement may be amended only by a written agreement signed by all parties hereto.
12.8 Attorney Fees
If any court proceeding or action shall be brought to recover any amount under this Agreement, or on account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorney’s fees. The amount shall be fixed by the court and made a part of any award or judgment rendered.
12.9 Assignment
Lead Engine may assign or transfer this Agreement without prior written consent of the Client.
12.11 Notices
Any notice, demand, or request required or permitted to be given under the provisions of this Agreement shall be in writing and shall be deemed to have been duly delivered on the date of personal delivery or on the date of mailing if mailed by registered or certified mail, postage prepaid, return receipt requested, to the addresses specified by each party (or to such other address as a party may designate in writing). If notice is given by personal delivery, it shall be effective upon delivery. If notice is given by mail, it shall be effective on the date of mailing, subject to confirmation of receipt.