Terms & Conditions of Use Agreement

1. Definitions

For purposes of this Agreement:

• “Affiliate” means any entity that controls, is controlled by, or is under common control with a Party.
• “Agreement” means these Terms and Conditions, together with any schedules, exhibits, and referenced policies (including the Privacy Policy and Data Processing Agreement).
• “Customer Registration Data” means information provided by Customer during account creation, including but not limited to name, email, company, address, billing data, and login credentials.
• “Customer Lead Data” means any leads, contact records, or related datasets Customer submits to LeadCheck for validation, compliance, or processing.
• “LeadCheck Hosted Service” means Provider’s online SaaS services accessed via the Site (www.leadcheck.co), including APIs, validation tools, compliance checks, and dashboards.
• “Intellectual Property Rights” means all rights under copyright, trademark, trade secret, patent, and any other proprietary rights worldwide.
• “Provider Technology” means all proprietary technology, code, systems, algorithms, and methods owned or licensed by LeadCheck.

2. License Grant & Restrictions

Provider grants Customer a limited, revocable, non-exclusive, non-transferable worldwide right to use the LeadCheck Hosted Service solely for its internal business purposes, subject to compliance with this Agreement and timely payment of fees.

Customer may upload Customer Lead Data to the Hosted Service for validation, and download output reports.

Customer agrees not to:

1. sublicense, resell, transfer, or provide third-party access to the Hosted Service;
2. modify, adapt, translate, or create derivative works based upon the Hosted Service;
3. reverse-engineer, disassemble, or attempt to derive source code;
4. knowingly use the Hosted Service to send unlawful, spam, or fraudulent communications;
5. upload or transmit viruses, malware, or harmful code;
6. use the Hosted Service in violation of applicable laws, including TCPA, CAN-SPAM, CCPA/CPRA, or GDPR.

3. Customer Responsibilities

• Customer is solely responsible for all activity under its account.
• Customer warrants that it has the legal right to collect, process, and submit all Customer Lead Data.
• Customer assumes full responsibility for compliance with marketing, data protection, and consumer protection laws in jurisdictions where Customer uses the Service.
• Customer must maintain secure login credentials and notify Provider immediately of unauthorized access.

4. Customer Data & Privacy

• Ownership: Customer retains all ownership of Customer Lead Data.
• Use: Provider may process Customer Lead Data solely to provide the Hosted Service.
• Confidentiality: Customer Lead Data is treated as Confidential Information and will not be disclosed except as permitted herein.
• Retention: Provider may retain encrypted Customer Lead Data for up to thirty (30) days post-processing unless Customer manually deletes it sooner.
• Privacy Policy: All data handling is subject to the Privacy Policy (available at www.leadcheck.co/privacy).

5. Intellectual Property Ownership

LeadCheck owns all rights, title, and interest in the Hosted Service, Provider Technology, and associated intellectual property. Customer acquires no rights other than the limited license herein.

6. Confidentiality

Each Party agrees to maintain the other Party’s Confidential Information in strict confidence and not disclose it to unauthorized third parties. Exceptions include information that: (a) is public without breach, (b) was lawfully known prior to disclosure, (c) is independently developed without use of Confidential Information, or (d) must be disclosed under court order (with notice to the other Party).

7. Fees & Payment

• Fees are set forth on www.leadcheck.co/pricing unless otherwise agreed in writing.
• Payment must be made in advance via credit card or other approved method.
• All fees are in U.S. Dollars and non-refundable.
• Late payments may result in suspension of service and interest charges of 1.5% per month or maximum allowable rate.

8. Termination

• Either Party may terminate this Agreement immediately upon written notice.
• Provider may suspend or terminate access if Customer breaches this Agreement, fails to pay fees, or engages in unlawful activity.
• Upon termination, Customer’s license ends, access is revoked, and Provider may delete Customer Data.

9. Representations & Warranties

Each Party represents it has the authority to enter this Agreement. Customer warrants that it has lawful rights to submit Customer Lead Data. Provider warrants it will provide the Hosted Service consistent with general industry standards.

10. Indemnification

• Customer will indemnify and defend Provider against claims arising from Customer Lead Data, Customer’s unlawful use, or violation of third-party rights.
• Provider will indemnify Customer against claims that the Hosted Service infringes third-party intellectual property rights, provided Customer promptly notifies Provider and allows control of the defense.

11. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE HOSTED SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE SERVICE.

12. Limitation of Liability

EXCEPT FOR CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. PROVIDER’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

13. Governing Law & Arbitration

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration under JAMS Comprehensive Rules, in Miami, Florida, before a single arbitrator. Judgment may be entered in any court with jurisdiction. Customer may opt out of arbitration by written notice within thirty (30) days of acceptance.

14. Force Majeure

Neither Party shall be liable for delays due to causes beyond reasonable control, including acts of God, government restrictions, strikes, cyberattacks, or natural disasters.

15. Notices

Provider may give notice via email to the Customer’s registered address. Customer may give notice to: LeadCheck LLC, 3050 Biscayne Blvd Ste 202, Miami, FL 33137, support@leadcheck.co.

16. Assignment

Neither Party may assign this Agreement without prior written consent, except to a successor by merger or acquisition.

17. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.