In case of conflict, the following order of precedence applies:
Any executed written agreement specifically referencing these Terms
Service-specific terms or addenda (e.g., Data Processing Addendum, HIPAA BAA)
These Terms and Conditions
Our Privacy Policy
Any other policies referenced herein# LEAD IGNITE LLC
MASTER SERVICE AGREEMENT AND TERMS AND CONDITIONS
Effective Date: 9/18/2025
NOTICE: THIS IS A LEGALLY BINDING AGREEMENT. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES. BY CLICKING "ACCEPT," USING OUR SERVICES, OR OTHERWISE INDICATING YOUR ACCEPTANCE, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS WITHOUT MODIFICATION. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT USE OUR SERVICES.
BINDING ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION PROVISION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND LEAD IGNITE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS OR TO PARTICIPATE IN A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR COLLECTIVE ACTION IN COURT OR IN ARBITRATION.
TABLE OF CONTENTS
DEFINITIONS AND INTERPRETATION
ACCEPTANCE OF TERMS AND MODIFICATIONS
ELIGIBILITY AND ACCOUNT REQUIREMENTS
DESCRIPTION OF SERVICES
SERVICE ACCESS AND AVAILABILITY
SUBSCRIPTION TERMS AND BILLING
ACCEPTABLE USE POLICY
PROHIBITED USES AND RESTRICTIONS
COMPLIANCE WITH LAWS AND REGULATIONS
USER RESPONSIBILITIES AND OBLIGATIONS
INTELLECTUAL PROPERTY RIGHTS
DATA PROTECTION, PRIVACY, AND SECURITY
CONFIDENTIALITY
THIRD-PARTY SOFTWARE AND INTEGRATIONS
REPRESENTATIONS AND WARRANTIES
DISCLAIMER OF WARRANTIES
LIMITATION OF LIABILITY
INDEMNIFICATION
DISPUTE RESOLUTION AND ARBITRATION
TERMINATION AND SUSPENSION
EFFECTS OF TERMINATION
FORCE MAJEURE
GENERAL PROVISIONS
CONTACT INFORMATION
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms and Conditions (the "Agreement" or "Terms"), the following definitions apply:
"Account": The registered user account required to access and use certain aspects of the Service.
"AI Agent": The artificial intelligence receptionist created and configured by Customer using our AI Platform.
"AI Platform": Lead Ignite's proprietary web-based software platform for building and deploying AI receptionist models.
"AI-Generated Content": Any content, including text, audio, or data, generated by the AI Platform based on user inputs or caller interactions.
"Authorized Users": Customer's employees, contractors, or agents authorized to access the Services under Customer's Account.
"Caller": Any individual or entity that interacts with Customer through our Services via telephone, text, or other communication methods.
"Communications Data": All data related to communications processed through our Services, including call recordings, transcripts, metadata, and caller information.
"Confidential Information": All non-public, proprietary, or confidential information disclosed by one party to the other.
"Customer", "you", "your": The individual or entity entering into this Agreement and using our Services.
"Customer Data": All data, content, and information provided by Customer or collected on Customer's behalf through the Services.
"Effective Date": The date Customer first accepts these Terms or uses our Services.
"End Users": Customer's employees, contractors, agents, and other individuals accessing or using our Services through Customer's Account.
"Intellectual Property Rights": All intellectual property rights including patents, copyrights, trademarks, trade secrets, and other proprietary rights.
"Lead Ignite", "Company", "we", "us", "our": Lead Ignite LLC and its affiliates, subsidiaries, and successors.
"Service Period": Each successive 30-day period during which Services are provided.
"Services": All products and services provided by Lead Ignite, including but not limited to AI receptionist services, call handling, software, platforms, and related features.
"Software": All software, applications, and code provided by Lead Ignite, including mobile applications, APIs, and integrations.
"Subscription": Customer's paid plan for accessing and using our Services.
"Territory": The United States of America and any other jurisdictions where we make our Services available.
1.2 Interpretation
Headings are for convenience only and do not affect interpretation.
Words in singular include plural and vice versa.
References to "including" mean "including without limitation."
Any reference to days means calendar days unless specified as business days.
These Terms prevail over any conflicting terms in any purchase order or other document.
2. ACCEPTANCE OF TERMS AND MODIFICATIONS
2.1 Binding Agreement
THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT. By: (i) clicking "Accept" or any similar button; (ii) executing an order form referencing these Terms; (iii) using our Services, including any demos, trials, or test calls; (iv) accessing our AI Platform or customer portal; (v) dialing any access code, phone number, or activation code provided by Lead Ignite; (vi) making or receiving any calls through our system; or (vii) otherwise indicating acceptance, you agree to be bound by these Terms without modification.
IMPORTANT NOTICE: DIALING ANY ACCESS CODE OR PHONE NUMBER PROVIDED BY LEAD IGNITE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. BY DIALING THE CODE, YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO REVIEW THESE TERMS AT [WEBSITE URL] AND AGREE TO BE LEGALLY BOUND BY THEM.
USE OF OUR SERVICES FOR ANY PURPOSE, INCLUDING DEMONSTRATIONS, CONSTITUTES ACCEPTANCE OF THESE TERMS.
2.2 Authority to Bind
You represent and warrant that:
You have full legal authority and capacity to enter into this Agreement
If accepting on behalf of an entity, you have authority to bind that entity
Your acceptance will not violate any other agreement to which you are bound
All information provided during registration is accurate and complete
2.3 Modifications to Terms
We reserve the right to modify these Terms at any time by:
Posting updated Terms on our website with an updated "Effective Date"
Providing notice through your Account dashboard
Sending notice to your registered email address
For material changes, we will provide at least thirty (30) days advance notice. Your continued use of Services after the effective date of changes constitutes acceptance. If you do not agree with modifications, your sole remedy is to terminate your Account before the changes take effect.
2.5 Activation Code Acceptance
SPECIAL NOTICE FOR CODE-BASED ACTIVATION:
When Lead Ignite provides you with any activation code, access code, phone number, or similar credential ("Activation Code"):
The Activation Code will be accompanied by a notice stating: "By dialing this code, you accept Lead Ignite's Terms and Conditions available at [WEBSITE URL]"
Dialing or using the Activation Code constitutes:
Your acknowledgment that you have had opportunity to review these Terms
Your acceptance of all Terms and Conditions
Your agreement to binding arbitration and all other provisions
Authorization to begin billing if applicable
You may not use any Activation Code if you do not agree to these Terms
Each use of an Activation Code reaffirms your acceptance of the then-current Terms
You are responsible for ensuring all users of your Activation Code have agreed to these Terms
BY PROVIDING THE ACTIVATION CODE TO OTHERS OR ALLOWING OTHERS TO USE IT, YOU REPRESENT THAT THEY HAVE AGREED TO THESE TERMS AND YOU REMAIN FULLY LIABLE FOR THEIR USE.
3. ELIGIBILITY AND ACCOUNT REQUIREMENTS
3.1 Eligibility Requirements
To use our Services, you must:
Be at least eighteen (18) years of age
Have legal capacity to form binding contracts
Not be prohibited from receiving Services under applicable laws
Not be located in any embargoed country or designated as a prohibited party
Have never been suspended or terminated from our Services for violation of Terms
3.2 Account Registration
You must provide and maintain:
Accurate, current, and complete registration information
Valid email address and phone number for notices
Current payment method information
Any certifications or licenses required for your business
3.3 Account Security
You are responsible for:
Maintaining confidentiality of login credentials
All activities under your Account
Preventing unauthorized access
Immediately notifying us of any breach or unauthorized use
Ensuring Authorized Users comply with these Terms
3.4 Account Restrictions
You may not:
Share Account credentials
Create multiple Accounts without our written permission
Transfer or sell your Account
Allow unauthorized third parties to access your Account
Use another party's Account without permission
4. DESCRIPTION OF SERVICES
4.1 AI Receptionist Services
Lead Ignite provides cloud-based artificial intelligence receptionist services including:
Core Services:
24/7/365 automated call answering using advanced AI technology
Natural language processing for human-like conversational interactions
Intelligent call routing and transfer capabilities
Real-time appointment scheduling and calendar integration
Lead capture, qualification, and management
SMS/text messaging during and after calls
Call recording and transcription (subject to legal requirements)
Customizable call scripts and response frameworks
Multi-language support capabilities
Integration with CRM and business systems
Analytics and Reporting:
Real-time call monitoring dashboard
Detailed call logs and transcripts
Performance metrics and analytics
Lead conversion tracking
Caller sentiment analysis
Custom report generation
Administrative Features:
Web-based customer portal
Mobile application access
API access for integrations
User management and permissions
Billing and usage tracking
Configuration and customization tools
4.2 Service Modifications
We reserve the right to:
Modify, enhance, or discontinue any Service features
Change system requirements or specifications
Update AI models and algorithms
Implement new technologies or methodologies
Adjust Service availability or coverage
Such modifications may occur without notice unless they materially diminish core Service functionality.
4.3 Beta Features
We may offer beta, pilot, or early access features that are:
Provided "as is" without warranties
Subject to additional terms
May be discontinued at any time
Not included in Service Level commitments
Subject to usage limits or restrictions
5. SERVICE ACCESS AND AVAILABILITY
5.1 Service Availability
While we strive for continuous availability, we do not guarantee uninterrupted Service. Service availability excludes:
Scheduled maintenance windows
Emergency maintenance
Force majeure events
Third-party service failures
Customer equipment or connectivity issues
Modifications or updates
5.2 Service Level Agreement
If applicable to your Subscription tier:
Target uptime: 99.5% measured monthly
Excludes scheduled maintenance (notified 48 hours in advance)
Credits available only as specified in separate SLA document
No credits for issues beyond our reasonable control
5.3 Technical Requirements
You are responsible for maintaining:
Compatible devices and operating systems
Adequate internet connectivity
Supported web browsers
Necessary software and hardware
Security patches and updates
5.4 Maintenance and Updates
We may perform maintenance that may temporarily affect Service availability:
Scheduled Maintenance: With 48 hours advance notice
Emergency Maintenance: As needed without notice
Updates: Automatic updates may be deployed without notice
API Changes: 30 days notice for breaking changes
6. SUBSCRIPTION TERMS AND BILLING
6.1 Subscription Plans
We offer various subscription tiers with different features, usage limits, and pricing. Your Subscription includes:
Base monthly fee for included minutes/features
Specified number of AI receptionist minutes
Access to features based on tier
Support level based on plan
6.2 Billing and Payment Terms
Fee Structure:
Monthly Subscription Fee: Billed in advance on monthly anniversary
Usage Fees:
AI Receptionist engagement: $0.15 per minute
Transferred calls: $0.05 per minute
SMS messages: $0.02 per message sent/received
Additional features as specified in your plan
Overage Charges: Automatically billed when exceeding plan limits
Setup/Onboarding Fee: One-time fee as applicable
Professional Services: Billed at hourly rates as quoted
Billing Practices:
All fees in US Dollars unless otherwise specified
Subscription fees billed in advance
Usage fees billed in arrears
Minutes calculated in 30-second increments, rounded up
Invoices sent to registered email address
Payment due within thirty (30) days of invoice date
Taxes and Additional Charges:
All fees exclusive of taxes unless stated otherwise
You are responsible for all applicable taxes except those on our income
We may collect and remit taxes as required by law
Regulatory recovery fees may apply
6.3 Payment Methods and Processing
Accepted Payment Methods:
Credit cards (3% processing fee applies)
Debit cards (no processing fee)
ACH/electronic funds transfer (no processing fee)
Wire transfer (customer pays transfer fees)
Payment Authorization:
You authorize us to:
Charge your payment method for all fees
Retry failed payments
Update card information provided by your bank
Apply payments to oldest outstanding balances
6.4 Price Changes
We may modify pricing by:
Providing 60 days notice for existing customers
Applying new prices at your next renewal
Grandfathering certain pricing with limitations
6.5 Late Payment Consequences
If payment is late:
Interest: 1.5% per month (18% annually) or maximum legal rate
Late fee: $35 or 10% of overdue amount, whichever is greater
Service suspension after 30 days
Termination after 60 days
Collection costs and attorney fees
Reporting to credit agencies
Requirement for prepayment or deposit
6.6 Disputes and Credits
Billing disputes must be submitted within 60 days
Disputes must be in writing with detailed explanation
Undisputed amounts must be paid pending resolution
Credits issued at our sole discretion
No credits for Service issues not timely reported
6.7 No Refunds
Except as expressly provided herein or required by law:
All fees are non-refundable
No refunds for partial months
No refunds for unused services
No refunds upon termination
Credits do not convert to refunds
7. ACCEPTABLE USE POLICY
7.1 Permitted Use
Services must be used solely for lawful business purposes in compliance with:
These Terms
All applicable laws and regulations
Industry standards and best practices
Third-party rights
Professional and ethical standards
7.2 Use Restrictions
You shall not and shall ensure Authorized Users do not:
System Integrity:
Attempt to breach security measures
Access systems or data without authorization
Interfere with Service operation or performance
Impose unreasonable load on infrastructure
Use automated systems without permission
Reverse engineer or decompile any software
Content Restrictions:
Transmit illegal, harmful, or offensive content
Violate intellectual property rights
Transmit malware, viruses, or malicious code
Store or transmit protected health information (unless BAA in place)
Process payment card data (unless PCI compliant)
Business Practices:
Engage in fraudulent or deceptive practices
Impersonate others or misrepresent affiliation
Use Services for competitive analysis
Resell Services without authorization
Violate telemarketing or privacy laws
7.3 Monitoring and Enforcement
We may:
Monitor usage for compliance
Investigate suspected violations
Remove or disable violating content
Suspend or terminate access
Report illegal activities to authorities
Cooperate with law enforcement
8. PROHIBITED USES AND RESTRICTIONS
8.1 Absolutely Prohibited Activities
The following uses are strictly prohibited and may result in immediate termination:
Illegal Activities:
Any violation of federal, state, or local laws
Facilitating illegal transactions or activities
Money laundering or fraudulent schemes
Harassment, stalking, or threats
Distribution of controlled substances
Terrorist activities or support
Harmful Communications:
Spam, phishing, or scam operations
Robocalling or automated dialing without consent
Calls to numbers on Do Not Call lists without exemption
Malicious or abusive calling campaigns
Impersonation of government agencies
Elder abuse or exploitation
System Abuse:
Denial of service attacks
Unauthorized access attempts
Data mining or scraping
Vulnerability scanning without permission
Circumventing usage limits or restrictions
Sharing accounts to avoid fees
Emergency Services:
Calls to 911 or emergency services
False emergency reports
Interference with emergency communications
8.2 Communication Restrictions
You may not use Services to:
Contact persons who have opted out
Call outside permitted hours (8 AM - 9 PM local time)
Make calls without required disclosures
Transmit misleading caller ID information
Record calls without proper consent
Violate two-party consent laws
8.3 Content Restrictions
Services may not be used for content that:
Is defamatory, libelous, or fraudulent
Contains hate speech or discrimination
Is sexually explicit or pornographic
Promotes violence or illegal activities
Infringes intellectual property rights
Violates privacy rights
8.4 Consequences of Violations
Violations may result in:
Immediate suspension of Services
Termination of Agreement
Forfeiture of prepaid fees
Legal action and damages
Reporting to authorities
Permanent ban from Services
9. COMPLIANCE WITH LAWS AND REGULATIONS
9.1 General Compliance Obligations
You represent, warrant, and covenant that you will:
Comply with all applicable federal, state, and local laws
Obtain all necessary licenses and permits
Maintain required business registrations
Comply with industry regulations
Honor consumer rights and protections
9.2 Telecommunications Law Compliance
Telephone Consumer Protection Act (TCPA):
Obtain prior express written consent for marketing calls
Maintain internal Do Not Call lists
Honor opt-out requests immediately
Provide required disclosures
Maintain consent records for 5 years minimum
Telemarketing Sales Rule (TSR):
Register for "Do Not Call" access if applicable
Scrub against DNC registry every 31 days
Provide clear and conspicuous disclosures
Honor refund and cancellation rights
Maintain required records
State Regulations:
Comply with state-specific telemarketing laws
Register in states requiring telemarketer registration
Post required bonds where applicable
Comply with state-specific calling hours
Honor state-specific consumer protections
9.3 Privacy and Data Protection
You must comply with:
State privacy laws (CCPA, CPA, VCDPA, etc.)
GDPR if applicable
CAN-SPAM Act for email
CASL for Canadian communications
Biometric data laws for voice recordings
Data breach notification laws
9.4 Caller ID and Disclosure Requirements
Display accurate caller ID information
Never block or manipulate caller ID
Provide business name clearly
State purpose of call at beginning
Identify as recording if applicable
Provide callback number
9.5 Healthcare Compliance (HIPAA)
Our standard Services are NOT HIPAA compliant.
Do not transmit protected health information
Execute Business Associate Agreement for healthcare use
Additional fees apply for HIPAA-compliant services
Separate terms govern HIPAA services
9.6 Financial Services Compliance
If in financial services, you must comply with:
Fair Debt Collection Practices Act
Fair Credit Reporting Act
Gramm-Leach-Bliley Act
State lending and collection laws
Mini-Miranda requirements
9.7 Your Compliance Responsibilities
You are solely responsible for:
Determining applicable legal requirements
Implementing compliance programs
Training your personnel
Monitoring compliance
Maintaining required records
Responding to regulatory inquiries
We do not provide legal advice. Consult qualified counsel.
10. USER RESPONSIBILITIES AND OBLIGATIONS
10.1 Primary Responsibilities
As our Customer, you are solely responsible for:
Business Operations:
Your business practices and customer relationships
Content of all communications through our Services
Accuracy of information provided to callers
Quality of your products and services
Fulfillment of commitments made via our Services
Legal and Compliance:
Ensuring all uses comply with applicable laws
Obtaining necessary consents and permissions
Maintaining Do Not Call compliance
Responding to consumer complaints
Defending against claims arising from your use
Technical Responsibilities:
Configuring AI responses appropriately
Testing call flows before deployment
Monitoring Service performance
Maintaining accurate business information
Updating call handling instructions
10.2 Authorized User Management
You must:
Ensure all Authorized Users accept these Terms
Control access credentials securely
Terminate access for departing personnel immediately
Monitor and audit user activities
Accept responsibility for all Authorized User actions
10.3 Caller Consent and Privacy
You represent and warrant that:
You have all necessary consents to receive calls
Caller data is collected and used lawfully
Privacy notices are provided as required
Data subject rights are honored
International data transfers comply with law
10.4 Record Keeping
You must maintain for at least 5 years:
Consent records for all marketing calls
Do Not Call compliance records
Opt-out and suppression lists
Telemarketing scripts and disclosures
Training records and compliance policies
10.5 Cooperation Obligations
You agree to:
Cooperate with compliance investigations
Provide information reasonably requested
Implement remedial measures if required
Notify us of regulatory inquiries
Indemnify us for your compliance failures
10.6 Notification Requirements
You must promptly notify us of:
Any suspected security breach
Regulatory investigations or actions
Consumer complaints about Services
Unauthorized use or access
Material changes to your business
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Lead Ignite Intellectual Property
We own all rights, title, and interest in:
Technology and Software:
AI Platform and underlying technology
Proprietary algorithms and models
Software code and applications
APIs and integration tools
Documentation and training materials
Branding and Content:
Trademarks and service marks
Logos and design elements
Marketing materials
Website content
Product names and taglines
Improvements and Derivatives:
Enhancements to our technology
New features and functionality
Aggregated and anonymized data
Performance metrics and analytics
General improvements from customer use
11.2 Limited License Grant
Subject to compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license during the Term to:
Access and use the Services for internal business purposes
Configure AI Agents for your business
Access documentation and training materials
Use our marks solely to identify Services to callers
This license:
Cannot be sublicensed without written permission
Does not include source code access
Terminates immediately upon Agreement termination
Is subject to usage limits in your Subscription
11.3 Customer Data and Content
Ownership:
You retain ownership of Customer Data
We obtain no ownership rights in Customer Data
You own specific AI Agent configurations you create
License to Lead Ignite:
You grant us a worldwide, non-exclusive, royalty-free license to:
Process Customer Data to provide Services
Store and backup Customer Data
Generate aggregated analytics
Improve our Services using anonymized data
Comply with legal obligations
11.4 Feedback and Suggestions
Any feedback, suggestions, or ideas you provide:
Become our property automatically
May be used without compensation
Are provided on a non-confidential basis
May be incorporated into our Services
Create no obligation to implement
11.5 Restrictions
You may not:
Copy, modify, or create derivative works
Reverse engineer or decompile
Remove proprietary notices
Use our IP outside the Services
Register similar trademarks
Challenge our IP ownership
11.6 AI-Generated Content
Rights and Responsibilities:
We retain rights in underlying AI technology
You receive rights to specific output for your use
You are responsible for reviewing and validating output
You must not use output for illegal purposes
We may use patterns to improve Services
No Warranty on Output:
AI output may contain errors
You must review before use
We do not guarantee accuracy
You assume risk of reliance
12. DATA PROTECTION, PRIVACY, AND SECURITY
12.1 Privacy Policy
Our Privacy Policy, incorporated by reference, explains our data practices. By using Services, you consent to data handling as described therein.
12.2 Data Processing
Types of Data Processed:
Account and billing information
Call recordings and transcripts
Caller information and metadata
Usage data and analytics
Technical and diagnostic data
Data Processing Purposes:
Providing and improving Services
Billing and account management
Legal compliance and security
Analytics and reporting
Customer support
12.3 Data Security Measures
We implement industry-standard security including:
Technical Safeguards:
Encryption at rest and in transit (TLS 1.2+)
Multi-factor authentication
Access controls and logging
Regular security assessments
Intrusion detection systems
Secure data centers
Organizational Safeguards:
Security policies and procedures
Employee background checks
Confidentiality agreements
Regular security training
Incident response procedures
Business continuity planning
12.4 Data Retention and Deletion
Retention Periods:
Call recordings: 90 days (configurable)
Call logs and metadata: 24 months
Account information: Duration of account plus 7 years
Billing records: 7 years
Aggregated data: Indefinite
Data Deletion:
Automated deletion per retention policy
Manual deletion upon written request (fees may apply)
Secure destruction methods
No recovery after deletion
Legal holds override deletion
12.5 Data Location and Transfers
Primary processing in United States
Backup and redundancy in multiple locations
International transfers with appropriate safeguards
No data residency guarantees unless contracted
Customer responsible for international compliance
12.6 Security Incident Response
In case of security incident:
Investigation and containment
Notice per applicable law
Cooperation with your response
Remediation measures
Documentation provided as required
Your Security Obligations:
Maintain account security
Use strong passwords
Limit access appropriately
Report incidents promptly
Cooperate with investigations
12.7 Call Recording Compliance
Recording Obligations:
Determine applicable consent requirements
Provide required notifications
Obtain necessary consents
Handle recordings securely
Delete per retention requirements
We do not provide legal advice on recording laws.
12.8 No Sensitive Data Processing
Unless specifically agreed in writing:
No protected health information
No payment card data
No social security numbers
No government identifiers
No sensitive personal data
13. CONFIDENTIALITY
13.1 Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by either party, including:
Business plans and strategies
Technical data and specifications
Pricing and financial information
Customer lists and data
Product roadmaps
Security measures
13.2 Confidentiality Obligations
Each party agrees to:
Maintain strict confidentiality
Use only for Agreement purposes
Limit access to need-to-know basis
Protect with reasonable care
Return or destroy upon termination
13.3 Exceptions
Obligations do not apply to information that:
Is publicly known without breach
Was rightfully known previously
Is independently developed
Is rightfully received from third parties
Must be disclosed by law
13.4 Duration
Confidentiality obligations survive termination for 5 years, except trade secrets which survive indefinitely.
14. THIRD-PARTY SOFTWARE AND INTEGRATIONS
14.1 Third-Party Services
Services may integrate with third-party platforms. You acknowledge:
Third parties have separate terms
We do not endorse third parties
Integration availability may change
Third-party failures may affect Services
Additional fees may apply
14.2 Your Integration Responsibilities
Review third-party terms
Ensure compatible use
Maintain necessary accounts
Handle authentication securely
Accept third-party risks
14.3 No Warranty
We provide no warranty for:
Third-party service availability
Integration functionality
Data transfer accuracy
Third-party compliance
Continued compatibility
15. REPRESENTATIONS AND WARRANTIES
15.1 Mutual Representations
Each party represents and warrants:
Authority to enter this Agreement
No conflicts with other obligations
Compliance with applicable laws
Accurate information provided
15.2 Customer Warranties
You represent and warrant:
Business Operations:
Valid business licenses
Authority for business conducted
Lawful products and services
Accurate business information
Sufficient rights in content
Compliance:
All necessary consents obtained
Compliance programs in place
Required notices provided
Records properly maintained
No deceptive practices
Data and Privacy:
Lawful data collection
Appropriate privacy notices
Consent for data processing
International transfer compliance
Security measures implemented
15.3 WARRANTY DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING:
MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
TITLE AND NON-INFRINGEMENT
QUIET ENJOYMENT
ACCURACY OR RELIABILITY
UNINTERRUPTED OR ERROR-FREE SERVICE
WE DO NOT WARRANT:
SPECIFIC RESULTS OR OUTCOMES
REVENUE OR PROFIT INCREASES
COMPATIBILITY WITH ALL SYSTEMS
SECURITY FROM ALL THREATS
ACCURACY OF AI RESPONSES
COMPLIANCE WITH YOUR NEEDS
16. DISCLAIMER OF WARRANTIES
16.1 Service Limitations
You acknowledge and agree:
AI technology has inherent limitations
Responses may not always be accurate
Services may not handle all scenarios
Technology continues to evolve
Human review may be necessary
16.2 No Professional Services
Unless separately contracted:
We do not provide legal advice
We do not provide tax advice
We do not provide business consulting
We do not guarantee business results
You must use own professional advisors
16.3 Third-Party Limitations
We are not responsible for:
Telecommunications provider failures
Internet connectivity issues
Third-party service outages
Force majeure events
Customer equipment failures
17. LIMITATION OF LIABILITY
17.1 DISCLAIMER OF CERTAIN DAMAGES
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR:
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES
LOST PROFITS OR LOST REVENUE
LOSS OF BUSINESS OR OPPORTUNITIES
LOSS OF DATA OR USE
BUSINESS INTERRUPTION
REPUTATIONAL HARM
COVER OR REPLACEMENT COSTS
THIS APPLIES REGARDLESS OF:
THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE)
WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY
WHETHER REMEDIES FAIL THEIR ESSENTIAL PURPOSE
17.2 CAP ON LIABILITY
EXCEPT FOR EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE LESSER OF:
TOTAL FEES PAID BY CUSTOMER IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM
$500 USD
17.3 Excluded Claims
The limitations above do not apply to:
Customer indemnification obligations
Gross negligence or willful misconduct
Breach of confidentiality (capped at $500,000)
Infringement of intellectual property rights
Claims that cannot be limited by law
17.4 Essential Purpose
These limitations are fundamental to the Agreement and Services pricing. Without these limitations, we would not enter this Agreement.
17.5 Time Limitation
ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE FILED WITHIN SIX (6) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED, REGARDLESS OF ANY STATUTE OF LIMITATIONS OR OTHER LAW TO THE CONTRARY. Claims for non-payment may be brought within one (1) year.
18. INDEMNIFICATION
18.1 Customer Indemnification
You agree to defend, indemnify, and hold harmless Lead Ignite, our affiliates, and our respective officers, directors, employees, agents, successors, and assigns (collectively, "Lead Ignite Parties") from and against any and all third-party claims, actions, proceedings, demands, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) ("Losses") arising out of or relating to:
Your use or misuse of the Services
Your breach of this Agreement
Your violation of applicable laws or regulations
Your violation of third-party rights, including:
Intellectual property rights
Privacy rights
Publicity rights
Contractual rights
Content transmitted through your use of Services
Actions or omissions of your Authorized Users
Your business operations and practices
Telemarketing law violations, including:
TCPA violations
TSR violations
Do Not Call violations
State telemarketing law violations
Privacy and data protection violations
False or misleading communications
Caller complaints or claims
Your products, services, or business
18.2 Lead Ignite Indemnification
Subject to the limitations in this Agreement, we will defend, indemnify, and hold harmless Customer from third-party claims that the Services directly infringe a U.S. patent, copyright, or trademark, provided:
You provide prompt written notice
We have sole control of defense and settlement
You provide reasonable cooperation
The claim does not arise from excluded circumstances
18.3 Indemnification Exclusions
We have no indemnification obligations for claims arising from:
Modifications you make
Combination with third-party services
Use beyond Agreement scope
Failure to use updates
Open source components
Your specifications or requirements
18.4 Indemnification Procedures
The indemnified party must:
Provide prompt written notice of claims
Allow the indemnifying party control of defense
Provide reasonable cooperation and information
Not admit liability or settle without consent
Mitigate damages where reasonable
18.5 Sole Remedy
This indemnification is the exclusive remedy for third-party claims covered hereby.
19. DISPUTE RESOLUTION AND ARBITRATION
19.1 Informal Resolution
Before initiating formal proceedings, parties agree to attempt good faith resolution:
Written notice describing dispute
60 days to attempt resolution
Escalation to executives
Consideration of mediation
19.2 BINDING ARBITRATION AGREEMENT
PLEASE READ CAREFULLY. THIS AFFECTS YOUR LEGAL RIGHTS.
Agreement to Arbitrate: Except as provided below, all disputes arising out of or relating to this Agreement, our Services, or our relationship shall be resolved exclusively through binding arbitration rather than court.
Arbitration Rules: Arbitration shall be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.
Arbitration Process:
Single arbitrator selected per AAA rules
Arbitration in [City, State] or Customer's location if consumer
Limited discovery as determined by arbitrator
Decision final and binding
Judgment may be entered in any court
19.3 CLASS ACTION WAIVER
YOU AND LEAD IGNITE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.
The arbitrator may not:
Consolidate multiple persons' claims
Preside over any representative proceeding
Award relief beyond individual claim
Aggregate claims without consent
19.4 Exceptions to Arbitration
The following are not subject to arbitration:
Small claims court actions within limits
Injunctive relief for IP violations
Claims that cannot be arbitrated by law
Emergency equitable relief
19.5 Arbitration Fees
AAA filing fees per AAA rules
Each party bears own attorney fees
Arbitrator may award fees per applicable law
We pay arbitrator fees for claims under $75,000
19.6 30-Day Opt-Out Right
You may opt out of arbitration by sending written notice within 30 days of first accepting these Terms to:
Lead Ignite LLC
Attn: Legal - Arbitration Opt-Out
[Address]
Include your name, account information, and clear opt-out statement.
19.7 Governing Law
This Agreement is governed by the laws of [State], without regard to conflict of law principles. The Federal Arbitration Act governs arbitration.
19.8 Severability
If the class action waiver is found unenforceable, the entire arbitration provision shall be null and void. Otherwise, arbitration provisions are severable.
20. TERMINATION AND SUSPENSION
20.1 Term
This Agreement begins on the Effective Date and continues until terminated. Subscriptions automatically renew for successive 30-day periods.
20.2 Termination for Convenience
By Customer: 30 days advance written notice
By Lead Ignite: 30 days advance written notice
No refunds for prepaid unused periods
20.3 Termination for Cause
Either party may terminate immediately upon written notice if:
Material breach not cured within 10 days of notice
Repeated breaches of same obligation
Insolvency or bankruptcy proceedings
Breach incapable of cure
20.4 Immediate Termination by Lead Ignite
We may terminate immediately without notice for:
Illegal use or activity
Violation of Acceptable Use Policy
Threat to security or other users
Non-payment beyond cure period
Fraud or misrepresentation
Repeated Terms violations
Regulatory or legal requirements
20.5 Suspension Rights
We may suspend Services immediately for:
Late payment beyond 15 days
Suspected security threat
Excessive resource usage
Maintenance requirements
Legal or regulatory requirements
Third-party complaints requiring investigation
20.6 Effect of Suspension
During suspension:
Services are inaccessible
Fees continue to accrue
We have no liability for unavailability
Customer must remedy cause
Reinstatement at our discretion
21. EFFECTS OF TERMINATION
21.1 Immediate Effects
Upon termination:
Access to Services ceases immediately
All licenses granted terminate
Outstanding fees become due
Automatic renewals cease
APIs and integrations disabled
21.2 Data Handling
Customer Data:
Available for export for 30 days
Deleted after 30 days per retention policy
No recovery after deletion
Export fees may apply
We retain rights in aggregated data
No Further Obligations:
No refunds for unused periods
No obligation to maintain data
No obligation to forward calls
No liability for data loss
21.3 Survival
The following sections survive termination:
Definitions
Acceptable Use violations
Intellectual Property Rights
Confidentiality
Disclaimers and Limitations
Indemnification
Dispute Resolution
General Provisions
Accrued payment obligations
21.4 Post-Termination Services
We have no obligation to:
Forward calls or messages
Provide transition assistance
Maintain phone numbers
Transfer data to competitors
Provide references or recommendations
22. FORCE MAJEURE
Neither party is liable for delays or failures due to causes beyond reasonable control, including:
Natural disasters
War, terrorism, or civil unrest
Government actions or regulations
Labor disputes or strikes
Utility or telecommunications failures
Pandemic or epidemic
Cyberattacks by third parties
The affected party must:
Promptly notify the other party
Use reasonable efforts to mitigate
Resume performance when able
Provide regular status updates
Extended force majeure (over 30 days) allows termination by either party.
23. GENERAL PROVISIONS
23.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications regarding the subject matter.
23.2 Amendment
No amendment is effective unless in writing and signed by authorized representatives. Our acceptance of purchase orders is expressly conditioned on your assent to these Terms.
23.3 Assignment
By Customer: No assignment without our prior written consent
By Lead Ignite: May assign freely, including in M&A transactions
Agreement binds successors and permitted assigns
23.4 No Waiver
No waiver is effective unless in writing. Failure to enforce any right is not a waiver of future enforcement.
23.5 Severability
If any provision is invalid or unenforceable:
Remainder continues in full effect
Invalid provision modified minimally to be enforceable
Intent of parties preserved
23.6 Relationship
The parties are independent contractors. Nothing creates:
Partnership or joint venture
Employment relationship
Agency relationship
Franchise relationship
23.7 Notice Requirements
To Lead Ignite:
Lead Ignite LLC
[Address]
Email: legal@leadignite.com
To Customer:
Address and email in Account
Notices effective upon:
Email: When sent
Certified mail: 3 days after sending
Personal delivery: Upon delivery
23.8 No Third-Party Beneficiaries
Except indemnified parties, no third party has rights under this Agreement.
23.9 Export Compliance
You shall not export or re-export Services in violation of U.S. export laws and regulations.
23.10 Government Rights
Services are "commercial items" with only "restricted rights" as defined in applicable regulations.
23.11 Interpretation
Headings are for reference only
"Including" means without limitation
No construction against drafter
Business days exclude weekends and holidays
23.12 Publicity
Neither party may use the other's name or marks in publicity without prior written consent, except we may list you as a customer.
23.13 Records and Audit
You shall maintain records demonstrating compliance and permit audit upon reasonable notice.
23.14 Language
This Agreement is in English. Any translation is for convenience only.
24. CONTACT INFORMATION
For Support:
Email: support@leadignite.com
Phone: 813-610-2992
Hours: Monday-Friday, 9 AM - 6 PM [Eastern Timezone]
For Legal Notices:
Lead Ignite LLC
Attn: Legal Department
13106 Tifton Dr.
Tampa FL, 33618
Email: Ryan@leadignite.net
BY CLICKING "ACCEPT," USING OUR SERVICES, OR OTHERWISE INDICATING YOUR ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS.