Effective Date: [Insert Effective Date]
Last Updated: [Insert Last Updated Date]
These Lead Stats Master Subscription Agreement and Terms of Service, together with any applicable order form, statement of work, service order, online subscription order, data processing addendum, security addendum, acceptable use policy, service level agreement, privacy policy, and any other document that expressly incorporates these terms by reference, form the agreement between Lead Stats IO LLC, a [Pennsylvania limited liability company / confirm correct legal entity and jurisdiction] (“Lead Stats,” “we,” “us,” or “our”), and the customer or organization that accesses, purchases, or uses the Services (“Customer,” “you,” or “your”). Lead Stats and Customer may each be referred to as a “Party” and together as the “Parties.”
These Terms apply to your access to and use of the Lead Stats websites, applications, software-as-a-service platform, marketing automation tools, analytics tools, communications tools, APIs, integrations, documentation, support services, professional services, and related services, including services made available through:
any other Lead Stats website, subdomain, application, API, or service that links to or incorporates these Terms.
Together, these are referred to as the “Services.”
By executing an Order Form, creating an account, accessing the Services, clicking to accept these Terms, or otherwise using the Services, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.
If you do not agree to these Terms, do not access or use the Services.
“Acceptable Use Policy” or “AUP” means the acceptable use rules set forth in these Terms, any separate Lead Stats acceptable use policy, and any related product, messaging, or platform policy published or provided by Lead Stats.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Laws” means all laws, rules, regulations, orders, directives, industry rules, and governmental requirements applicable to a Party’s performance under these Terms, including privacy, data protection, electronic communications, marketing, telemarketing, anti-spam, text messaging, consumer protection, export control, sanctions, and security laws.
“Authorized User” means an employee, contractor, agent, representative, administrator, or other individual authorized by Customer to access or use the Services under Customer’s account.
“Customer Data” means data, content, files, records, text, images, information, contact lists, recipient information, message content, workflow configurations, campaign data, integration data, or other materials that Customer or its Authorized Users submit to, upload to, transmit through, configure within, process using, or otherwise make available to the Services.
“Documentation” means Lead Stats’ then-current technical, product, support, API, integration, security, and user documentation made available by Lead Stats for the Services.
“Fees” means all amounts payable by Customer for the Services, including subscription fees, usage fees, messaging fees, overage fees, implementation fees, support fees, professional services fees, taxes, and other amounts set forth in an Order Form or otherwise incurred through Customer’s account.
“Lead Stats Platform” means the proprietary software-as-a-service platform and related technology provided by Lead Stats, including analytics, reporting, marketing automation, workflow automation, email, SMS, webhook, Slack, CRM, phone-system, identity, communication, integration, and API functionality made available by Lead Stats from time to time.
“Order Form” means an ordering document, service order, statement of work, online checkout, subscription plan, invoice, or similar ordering mechanism that identifies the Services purchased by Customer, the applicable subscription period, pricing, usage allowances, and any additional commercial terms.
“Services” has the meaning set forth above and includes the Lead Stats Platform, websites, applications, APIs, integrations, support, professional services, and related offerings.
“Subscription Period” means the initial term and any renewal term for Customer’s access to the Services as specified in an Order Form or online subscription.
“Third-Party Services” means third-party products, platforms, applications, APIs, networks, carriers, communication providers, marketplaces, software, data sources, identity providers, CRMs, email services, SMS providers, Slack, Microsoft, Google, Twilio, webhook endpoints, or other services that interoperate with or are used in connection with the Services.
If there is a conflict between documents, the following order of precedence applies unless an Order Form expressly states otherwise:
a signed Order Form or statement of work;
a signed data processing addendum or security addendum;
these Terms;
any Lead Stats service level agreement;
the Acceptable Use Policy;
the Lead Stats Privacy Policy; and
the Documentation.
Customer purchase orders, vendor portal terms, click-through terms, or similar documents submitted by Customer are rejected and will not modify these Terms unless expressly signed by an authorized representative of Lead Stats.
Subject to Customer’s compliance with these Terms and payment of all Fees, Lead Stats grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable Subscription Period to access and use the Services solely for Customer’s internal business purposes and in accordance with these Terms, the applicable Order Form, the Documentation, and Applicable Laws.
Customer may permit Authorized Users to access the Services up to the limits in the applicable Order Form or subscription plan. Customer is responsible for all acts and omissions of its Authorized Users and for all activity occurring under Customer’s account.
Authorized User credentials may not be shared. Customer must promptly disable access for any Authorized User who no longer requires access.
Customer is responsible for maintaining the confidentiality and security of all account credentials, API keys, OAuth connections, tokens, passwords, user roles, and administrative privileges associated with its account.
Lead Stats may require multi-factor authentication, single sign-on, password controls, security reviews, or other authentication measures. Customer must promptly notify Lead Stats of any known or suspected unauthorized access, credential compromise, security incident, or misuse of the Services.
Customer’s administrators may have broad control over Customer’s account, including access to Customer Data, integrations, user permissions, billing settings, communications settings, campaign configuration, and audit logs. Customer is responsible for selecting, managing, and monitoring its administrators.
Lead Stats may make beta, preview, experimental, pilot, sandbox, free trial, or evaluation features available from time to time. Such features are provided “as is,” may be modified or discontinued at any time, may have limited functionality, and are excluded from service level commitments unless expressly stated in writing.
Customer uses beta, preview, free trial, and evaluation features at its own risk. Lead Stats’ total liability for such features will not exceed $100 to the maximum extent permitted by law.
Customer is solely responsible for:
Customer Data;
all communications, campaigns, workflows, automations, segments, triggers, webhooks, and messages configured, sent, or initiated by Customer or its Authorized Users;
ensuring Customer has all required rights, permissions, notices, consents, authorizations, and legal bases to collect, upload, process, use, disclose, and communicate with individuals or entities using Customer Data;
ensuring that Customer’s use of the Services complies with Applicable Laws, these Terms, the AUP, platform policies, provider policies, and the Documentation;
maintaining accurate account, billing, sender, company, contact, consent, and communication preference information;
configuring appropriate user roles, access permissions, suppression lists, opt-out rules, consent fields, quiet hours, frequency limits, routing rules, and workflow controls;
reviewing, testing, and approving all workflows, campaigns, automations, templates, messages, and integrations before activation;
ensuring that message content is lawful, accurate, non-deceptive, and not misleading;
responding to complaints, unsubscribe requests, opt-out requests, consent disputes, and recipient inquiries associated with Customer’s communications;
complying with all requirements imposed by Third-Party Services used with the Services; and
backing up Customer Data to the extent Customer requires backup copies outside the Services.
Lead Stats is not responsible for Customer’s failure to configure or use the Services correctly or lawfully.
Customer controls the purpose, content, timing, recipients, segmentation, triggers, and legal basis for communications sent or initiated through the Services. Lead Stats provides tools that may help Customer manage communications, consent, suppression, and reporting, but Customer remains responsible for its communications and legal compliance.
Customer may not use the Services to send email unless Customer has the legal right to send the email to each recipient.
Customer must comply with all applicable email, anti-spam, marketing, and electronic communications laws, including requirements related to:
truthful sender identity;
accurate header information;
non-deceptive subject lines;
clear identification of commercial messages where required;
inclusion of required business contact information;
functioning unsubscribe mechanisms;
prompt honoring of unsubscribe and opt-out requests;
suppression of unsubscribed or ineligible recipients;
avoidance of misleading, fraudulent, or deceptive content;
maintenance of consent, subscription, and preference records; and
compliance with mailbox provider, email service provider, and platform policies.
Customer may not use purchased, rented, scraped, harvested, appended, transferred, or unlawfully obtained email lists with the Services.
Customer may not use the Services to send SMS, MMS, RCS, voice, WhatsApp, or similar messages unless Customer has obtained all legally required consent from each recipient and can provide proof of such consent upon request.
Customer must comply with all applicable telemarketing, text messaging, communications, carrier, industry, and provider requirements, including requirements related to:
prior express consent or prior express written consent, as applicable;
clear sender identification;
message purpose and subject-matter limits;
required disclosures at the point of opt-in;
message and data rate disclosures where required;
HELP and STOP instructions where required;
straightforward opt-out methods;
prompt honoring of opt-out requests;
quiet hours and time-of-day restrictions;
do-not-call and suppression rules;
campaign registration and number registration requirements;
prohibited content and prohibited use cases;
accurate recordkeeping and proof of consent; and
carrier, aggregator, Twilio, CTIA, FCC, TCPA, and other applicable rules and guidance.
Customer must not buy, sell, rent, transfer, or rely on consent obtained by another party unless expressly permitted by Applicable Laws and applicable provider policies. Consent applies only to the sender, recipient, and subject matter for which it was obtained.
Customer must maintain recipient-facing terms and privacy notices for any text messaging program it operates, including disclosures required by law or messaging providers. Where required, such notices must explain the messaging program, message frequency, message and data rates, customer care contact information, STOP/opt-out instructions, HELP instructions, and that carriers are not liable for delayed or undelivered messages.
Customer is responsible for all data transmitted through Slack messages, webhook payloads, API requests, workflow triggers, third-party endpoints, and connected systems.
Customer must ensure that webhook endpoints, Slack workspaces, channels, APIs, and Third-Party Services are authorized, secure, appropriate for the data transmitted, and configured to avoid unauthorized disclosure, excessive data sharing, spam, harassment, or policy violations.
Customer must honor all unsubscribe, STOP, opt-out, do-not-contact, revocation, suppression, and communication preference requests.
Customer may not delete, disable, bypass, or manipulate suppression or opt-out records to resume communications with a recipient who has opted out, unless the recipient has lawfully opted back in and Customer has documented proof.
Lead Stats may maintain suppression, unsubscribe, consent, complaint, or opt-out records after account termination where reasonably necessary to comply with law, provider policies, anti-abuse obligations, audit requirements, or to prevent unlawful communications.
Customer acknowledges that Google, Microsoft, Twilio, Slack, carriers, mailbox providers, app marketplaces, and other Third-Party Services may impose additional rules, review requirements, rate limits, content restrictions, registration requirements, security requirements, and enforcement actions.
Lead Stats may suspend, restrict, throttle, block, reject, or terminate any communication, campaign, sender, workflow, integration, feature, or account if Lead Stats believes it may violate Applicable Laws, these Terms, provider policies, industry standards, security requirements, or the rights of any person.
If Customer or an Authorized User connects a Google account, Gmail account, Google Workspace account, or Google API integration to the Services, Customer authorizes Lead Stats to access and use the Google user data and permissions approved by the connecting user or administrator solely to provide the enabled integration features.
Where the Gmail sending integration is enabled, Lead Stats may request Google OAuth scopes such as gmail.send and userinfo.email.
Lead Stats uses gmail.send solely to send emails from the connected Gmail account on behalf of the connecting user or Customer as part of journeys, workflows, campaigns, transactional messages, or other messages configured in the Services.
Lead Stats uses userinfo.email solely to identify and display the connected Google account and associate it with the relevant Lead Stats account or organization.
Unless Lead Stats provides separate notice and obtains any required authorization, Lead Stats does not use these scopes to read, list, search, delete, or modify messages in a Gmail mailbox.
Lead Stats will use Google user data only as permitted by the Lead Stats Privacy Policy, these Terms, Customer’s configuration, and applicable Google API policies.
Lead Stats does not sell Google user data, does not use Google user data for advertising, and does not use Google user data to train generalized artificial intelligence or machine-learning models.
Customer must not use Google integrations in a manner that violates Google API Services policies, Google Workspace policies, Gmail policies, anti-spam requirements, Applicable Laws, or these Terms.
Customer or the applicable Authorized User may disconnect a Google integration through the Services where available or by revoking access through the applicable Google account permissions page. Disconnection may disable related features. Lead Stats may retain limited records where reasonably necessary for security, audit, legal compliance, billing, enforcement, suppression, or backup purposes.
If Customer or an Authorized User connects a Microsoft 365, Outlook, Exchange, Azure, Entra ID, or Microsoft Graph account to the Services, Customer authorizes Lead Stats to access and use the Microsoft data and permissions approved by the connecting user or administrator solely to provide the enabled integration features.
Lead Stats may use Microsoft integration data to authenticate users, display connected accounts, send or route communications, perform configured workflow actions, administer the integration, maintain audit logs, troubleshoot errors, and secure the Services.
Customer must ensure that Microsoft administrators and users have authority to grant the applicable permissions. Customer must not use Microsoft integrations in a manner that violates Microsoft policies, Applicable Laws, provider requirements, or these Terms.
Lead Stats does not sell Microsoft user data, does not use Microsoft user data for advertising, and does not use Microsoft user data to train generalized artificial intelligence or machine-learning models.
Customer or the applicable administrator may disconnect Microsoft integrations through the Services where available or through Microsoft account or tenant administration controls. Disconnection may disable related features.
Lead Stats may use Twilio or other messaging providers, aggregators, carriers, or communication networks to provide SMS, MMS, RCS, voice, or similar messaging functionality.
Customer must comply with all terms, policies, registration requirements, content rules, consent requirements, opt-out requirements, and usage restrictions imposed by such providers, aggregators, and carriers.
Customer is solely responsible for:
obtaining and maintaining legally sufficient consent;
registering brands, campaigns, numbers, or senders where required;
providing accurate business, sender, campaign, and use-case information;
maintaining proof of consent;
honoring STOP, UNSUBSCRIBE, CANCEL, END, QUIT, OPTOUT, REVOKE, and similar opt-out requests;
ensuring that recurring messaging programs include required disclosures;
avoiding prohibited content and prohibited conduct;
paying all messaging, carrier, registration, pass-through, surcharge, penalty, and usage fees; and
indemnifying Lead Stats for claims, fines, penalties, suspensions, carrier actions, or provider actions caused by Customer’s messaging activity.
Lead Stats may suspend or restrict messaging features if necessary to comply with provider requirements, carrier requirements, law, security obligations, anti-abuse obligations, or risk controls.
Customer may choose to connect the Services to Third-Party Services. By enabling a Third-Party Service, Customer authorizes Lead Stats to access, exchange, process, transmit, and store data as necessary to provide the integration.
Third-Party Services are governed by their own terms, policies, privacy notices, service levels, fees, data practices, and support obligations. Lead Stats is not responsible for Third-Party Services, including their availability, security, functionality, data processing, errors, outages, API changes, policy changes, pricing changes, or discontinuation.
The Services may depend on APIs, permissions, features, rate limits, and technical requirements controlled by Third-Party Services. Lead Stats is not liable for any loss, interruption, degradation, or feature change caused by changes to or failures of Third-Party Services.
Customer is responsible for all webhook endpoints, APIs, credentials, connected systems, and destinations Customer configures. Customer must not configure endpoints that are unauthorized, insecure, unlawful, deceptive, malicious, or likely to cause unauthorized disclosure of Customer Data.
As between the Parties, Customer retains all right, title, and interest in Customer Data. Lead Stats does not claim ownership of Customer Data.
Customer grants Lead Stats and its Affiliates, subprocessors, contractors, and service providers a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, use, display, perform, modify, and create technical or operational derivatives of Customer Data solely as necessary to:
provide, secure, support, maintain, and improve the Services;
provide support, onboarding, implementation, and professional services;
perform Customer’s instructions and configurations;
operate integrations and communications features;
prevent or address service, security, support, or technical issues;
comply with Applicable Laws and legal obligations;
enforce these Terms;
prevent fraud, abuse, spam, unauthorized access, and policy violations; and
create aggregated or de-identified data as described below.
Lead Stats may collect, generate, and use aggregated, anonymized, or de-identified data derived from use of the Services for analytics, benchmarking, security, product development, performance monitoring, industry insights, and service improvement, provided that such data does not identify Customer or any individual and cannot reasonably be used to re-identify Customer or any individual.
Lead Stats owns such aggregated, anonymized, or de-identified data.
Customer is responsible for the accuracy, quality, legality, reliability, and appropriateness of Customer Data. Lead Stats is not responsible for errors, omissions, inaccuracies, or unlawful content in Customer Data.
Customer may not submit highly sensitive information to the Services unless expressly authorized in writing by Lead Stats and supported by the applicable product functionality.
Unless expressly agreed in writing, the Services are not intended to collect, process, transmit, or store:
payment card numbers outside approved payment workflows;
protected health information subject to HIPAA;
government identification numbers;
financial account credentials;
passwords or security credentials for third-party systems other than approved integration credentials;
children’s personal information;
biometric identifiers;
precise geolocation data unrelated to the Services;
criminal history information;
special-category data under privacy laws; or
other highly sensitive information not required for the Services.
Customer is responsible for configuring the Services to avoid collecting or transmitting unnecessary sensitive data.
Use of the Services is subject to the Lead Stats Privacy Policy located at https://leadstats.io/privacy-policy/ or another URL designated by Lead Stats. The Privacy Policy explains how Lead Stats collects, uses, stores, discloses, and protects information.
To the extent Lead Stats processes personal information, personal data, or similar regulated information on behalf of Customer as a processor or service provider, the Parties may enter into a Data Processing Addendum or similar data protection agreement.
Where required by Applicable Laws or enterprise procurement requirements, Lead Stats may provide a Data Processing Addendum that addresses processing instructions, confidentiality, subprocessors, security, assistance with data subject requests, deletion or return, audits, and international transfers.
Customer is responsible for providing all required privacy notices and obtaining all required consents, permissions, and legal bases for Customer Data and communications sent through the Services.
Customer represents and warrants that Customer has provided all required notices and obtained all required rights, consents, permissions, and authorizations necessary for Lead Stats to process Customer Data and provide the Services.
If Lead Stats receives a request from an individual relating to Customer Data for which Customer is the controller or business, Lead Stats may direct the individual to Customer. Customer is responsible for responding to such requests unless otherwise required by law or agreed in writing.
Lead Stats will provide reasonable assistance with such requests as required by Applicable Laws and the applicable data processing agreement.
Lead Stats may use subprocessors and service providers to provide the Services, including cloud hosting, infrastructure, communications, support, security, analytics, payment processing, and monitoring providers.
Lead Stats will impose contractual obligations on subprocessors designed to protect Customer Data and limit use of Customer Data to the provision of services to Lead Stats.
Customer Data may be processed in the United States and other jurisdictions where Lead Stats or its service providers operate. Where required by Applicable Laws, the Parties will use appropriate transfer mechanisms or safeguards.
Lead Stats will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, misuse, alteration, or disclosure.
Such safeguards may include, as appropriate:
encryption in transit;
encryption at rest for sensitive data and credentials;
role-based access controls;
authentication controls;
audit logging;
vulnerability management;
infrastructure monitoring;
incident response procedures;
employee confidentiality obligations;
vendor review; and
access restrictions based on business need.
Lead Stats will notify Customer without undue delay after confirming a Security Event involving Customer Data. “Security Event” means unauthorized access to, acquisition of, or disclosure of Customer Data in Lead Stats’ systems that compromises the confidentiality, integrity, or availability of Customer Data.
Lead Stats will take reasonable steps to investigate, contain, and mitigate a Security Event and will provide information reasonably required for Customer to meet its legal obligations, subject to law enforcement restrictions, confidentiality obligations, and security limitations.
Unsuccessful security attempts, scans, pings, denial-of-service attempts, attacks blocked by security controls, or events that do not compromise Customer Data are not Security Events.
Customer is responsible for securing its systems, devices, users, credentials, integrations, endpoints, networks, and Customer Data outside the Services. Customer must promptly notify Lead Stats of any vulnerability, compromise, unauthorized access, or misuse affecting the Services.
Lead Stats maintains a security program designed to support enterprise customers and align with commonly recognized security and privacy control frameworks, including SOC 2 Trust Services Criteria where applicable.
Unless expressly stated in a signed agreement, security report, or trust center made available by Lead Stats, references to SOC 2, audit readiness, or control alignment do not mean that Lead Stats has completed a SOC 2 examination or received a SOC 2 report.
If Lead Stats has completed third-party security audits or maintains security documentation, Lead Stats may make such materials available to eligible customers under appropriate confidentiality terms.
Lead Stats is not a payment processor for Customer’s end users and the Services are not designed to collect, process, store, or transmit payment card numbers or cardholder data except through approved Lead Stats billing workflows handled by a third-party payment processor.
Customer must not submit payment card numbers, CVV codes, magnetic stripe data, PIN data, bank login credentials, or other payment card information into message content, workflow fields, notes, webhooks, integrations, APIs, uploads, support tickets, or other areas of the Services not expressly designated by Lead Stats for payment processing.
Lead Stats does not represent or warrant that the general Services are PCI DSS compliant. Payment processing for Fees may be handled by third-party payment processors subject to their own security and compliance obligations.
Customer is solely responsible for its own PCI DSS compliance and for any payment card data Customer collects, processes, stores, transmits, or discloses outside approved Lead Stats billing workflows.
Lead Stats may delete or redact payment card data discovered in unauthorized areas of the Services.
Lead Stats does not use Customer Data, Google user data, Microsoft user data, message content, contact lists, or recipient data to train generalized artificial intelligence or machine-learning models.
If Lead Stats offers optional AI-assisted features, Lead Stats will provide information about the feature, the data processed, and any applicable controls in the product, Documentation, an Order Form, or other notice.
Customer is responsible for reviewing AI-assisted outputs before use. AI-assisted features, if any, may generate inaccurate or incomplete results and should not be used without human review for legally significant, regulated, or high-risk decisions.
Lead Stats and its licensors own all right, title, and interest in and to the Services, Lead Stats Platform, Documentation, software, APIs, workflows, templates, designs, user interfaces, technology, algorithms, models, analytics, know-how, trademarks, service marks, and all related intellectual property.
Except for the limited rights expressly granted to Customer, Lead Stats reserves all rights in the Services.
Customer owns Customer Data. Lead Stats obtains only the rights expressly granted in these Terms.
If Customer or any Authorized User provides suggestions, ideas, improvements, comments, requests, recommendations, or other feedback relating to the Services (“Feedback”), Customer grants Lead Stats a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable right to use, reproduce, modify, distribute, display, perform, and otherwise exploit the Feedback for any purpose without compensation or obligation to Customer.
Lead Stats may collect and use technical, diagnostic, performance, security, and usage information about the Services to operate, secure, support, analyze, and improve the Services, provided that Lead Stats does not disclose Customer Data in identifiable form except as permitted by these Terms.
Customer must not, and must not permit any Authorized User or third party to:
use the Services in violation of Applicable Laws, these Terms, the AUP, provider policies, or the Documentation;
reverse engineer, decompile, disassemble, or attempt to discover source code, object code, algorithms, or underlying ideas of the Services;
copy, modify, translate, emulate, adapt, or create derivative works of the Services;
sell, resell, rent, lease, sublicense, distribute, assign, transfer, or provide unauthorized access to the Services;
access the Services to build, train, benchmark, or improve a competing product or service;
monitor the Services for competitive benchmarking without Lead Stats’ prior written consent;
interfere with or disrupt the integrity, performance, availability, or security of the Services;
bypass, disable, or circumvent usage limits, access controls, security controls, billing controls, consent controls, suppression controls, or opt-out controls;
upload or transmit malicious code, malware, spyware, ransomware, worms, viruses, or harmful content;
conduct vulnerability testing, penetration testing, load testing, scraping, crawling, scanning, or similar testing without Lead Stats’ prior written consent;
use the Services to send spam, phishing, deceptive communications, unlawful marketing, unwanted messages, abusive messages, or harmful content;
use false, misleading, or deceptive sender identities, domains, numbers, subject lines, headers, caller IDs, links, or branding;
use the Services for harassment, discrimination, hate, threats, violence, exploitation, fraud, impersonation, or unlawful surveillance;
use the Services to collect or process sensitive information in violation of these Terms;
use the Services in a way that could damage the reputation of Lead Stats or Third-Party Services;
attempt to gain unauthorized access to the Services or any related systems, networks, accounts, data, or credentials;
use the Services for emergency communications or situations where failure or delay could result in death, personal injury, property damage, or environmental damage; or
assist, encourage, or permit any third party to do any of the foregoing.
Customer must comply with this Acceptable Use Policy. Lead Stats may update or supplement this AUP from time to time.
Customer may not use the Services to create, send, host, process, or facilitate content that:
is unlawful, fraudulent, deceptive, misleading, or abusive;
infringes intellectual property, privacy, publicity, or other rights;
contains malware, phishing links, credential harvesting, or harmful code;
promotes illegal goods, illegal services, or unlawful conduct;
includes hate, harassment, threats, violence, exploitation, or discriminatory content;
is sexually exploitative or involves minors;
is defamatory or intentionally harmful;
violates platform, carrier, mailbox provider, or Third-Party Service policies;
includes regulated or restricted content without required authorization and compliance controls; or
would reasonably be expected to trigger complaints, enforcement, carrier filtering, provider suspension, or legal claims.
Customer may not:
send unsolicited, unwanted, or non-consensual messages;
use purchased, rented, scraped, harvested, appended, or unlawfully obtained contact lists;
send messages to recipients who have opted out, unsubscribed, or revoked consent;
evade spam, fraud, abuse, opt-out, or provider detection systems;
use snowshoeing, sender rotation, domain rotation, number rotation, link obfuscation, or similar tactics to avoid detection;
intentionally misspell opt-out terms or use confusing opt-out instructions;
falsify sender identity, business identity, domains, links, caller ID, or registration information;
send simulated phishing, social engineering, or security testing messages through messaging channels without prior written approval from Lead Stats and all legally required permissions;
overload, flood, spam, or abuse Third-Party Services or recipients;
send messages that violate carrier, Twilio, Google, Microsoft, Slack, mailbox provider, or app marketplace policies; or
use the Services to facilitate unlawful lead generation, deceptive marketing, or unlawful telemarketing.
Lead Stats may investigate suspected violations of this AUP and may suspend, restrict, throttle, block, reject, quarantine, or terminate access to any feature, campaign, communication, sender, number, domain, integration, account, or Customer Data where Lead Stats reasonably believes a violation has occurred or may occur.
Lead Stats may disclose information to providers, carriers, law enforcement, regulators, affected parties, or other third parties where reasonably necessary to investigate, prevent, or address violations, legal obligations, security incidents, abuse, or harm.
Customer will pay all Fees set forth in the applicable Order Form or incurred through Customer’s account. Except as expressly stated in an Order Form, all Fees are due in U.S. dollars and are non-cancelable and non-refundable.
Certain features may be subject to usage-based fees, including email, SMS, MMS, RCS, voice, webhook, API, integration, storage, user, overage, carrier, registration, pass-through, or communication fees. Customer is responsible for all usage incurred through Customer’s account, whether or not authorized by Customer, except to the extent caused by Lead Stats’ breach of these Terms.
Customer authorizes Lead Stats and its payment processors to charge Customer’s payment method for all Fees when due. Customer must maintain accurate and current billing and payment information.
Fees do not include taxes, levies, duties, assessments, or similar governmental charges. Customer is responsible for all such taxes, except taxes based on Lead Stats’ net income.
Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer will reimburse Lead Stats for reasonable costs of collection, including attorneys’ fees.
Customer must notify Lead Stats in writing of any good-faith invoice dispute within ten (10) days after receipt of the invoice and must provide reasonable detail supporting the dispute. Customer must pay all undisputed amounts when due.
Lead Stats may change Fees for renewal Subscription Periods or future usage by providing at least thirty (30) days’ notice unless otherwise stated in an Order Form. Provider, carrier, regulatory, tax, or pass-through fees may be changed with less notice where outside Lead Stats’ reasonable control.
These Terms begin on the earlier of the date Customer accepts these Terms, signs an Order Form, creates an account, or first accesses the Services, and continue until all Subscription Periods have expired or been terminated.
Unless an Order Form states otherwise, subscriptions automatically renew for successive periods equal to the expiring Subscription Period unless either Party gives written notice of non-renewal at least thirty (30) days before the renewal date.
Lead Stats may suspend or restrict Customer’s access to the Services immediately if:
Customer fails to pay undisputed Fees when due;
Customer violates these Terms, the AUP, Applicable Laws, or provider policies;
Customer’s use poses a security, legal, operational, reputational, or compliance risk;
Customer’s use may subject Lead Stats, Third-Party Services, carriers, providers, or others to liability;
Customer’s account is compromised or appears to be used without authorization;
suspension is required by law, court order, provider policy, carrier rule, or regulator; or
suspension is necessary to prevent harm, spam, abuse, fraud, or unauthorized access.
Lead Stats will use commercially reasonable efforts to provide notice of suspension where practical, but may suspend without prior notice where necessary.
Either Party may terminate these Terms or an Order Form if the other Party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice. Lead Stats may terminate immediately for violations involving unlawful communications, spam, fraud, security risks, non-payment, AUP violations, or misuse of Third-Party Services.
Lead Stats may terminate these Terms or any Order Form for convenience upon thirty (30) days’ written notice unless an Order Form states otherwise. Customer may terminate for convenience only as permitted in the applicable Order Form or by timely non-renewal.
Upon expiration or termination:
Customer’s right to access and use the Services will cease;
Customer must stop using the Services;
all unpaid Fees become immediately due;
Lead Stats may deactivate Customer’s account;
Lead Stats may retain or delete Customer Data in accordance with these Terms, the Privacy Policy, the applicable DPA, and Lead Stats’ retention practices; and
provisions that by their nature should survive will survive.
During the Subscription Period and for thirty (30) days after termination, Customer may request export of Customer Data in Lead Stats’ standard format, provided Customer is not in material breach and has paid all undisputed Fees.
After the export period, Lead Stats may delete or make Customer Data unavailable, unless retention is required or permitted for legal compliance, security, audit, backup, billing, dispute resolution, suppression lists, opt-out records, consent records, provider compliance, or enforcement.
Lead Stats will provide support and maintenance in accordance with the applicable Order Form, support plan, SLA, or Documentation.
Lead Stats may modify, update, maintain, suspend, or discontinue portions of the Services from time to time. Lead Stats will use commercially reasonable efforts to avoid unnecessary disruption but does not guarantee uninterrupted or error-free service.
Lead Stats is not responsible for downtime, delay, or service degradation caused by Customer systems, Third-Party Services, telecommunications networks, carriers, internet failures, provider outages, force majeure events, Customer configurations, or misuse of the Services.
“Confidential Information” means non-public information disclosed by one Party to the other Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Customer Data is Customer’s Confidential Information. The Services, Documentation, pricing, product roadmaps, security information, and Lead Stats technology are Lead Stats’ Confidential Information.
Confidential Information does not include information that:
is or becomes public without breach of these Terms;
was known by the receiving Party without confidentiality obligations before disclosure;
is received from a third party without breach of confidentiality obligations; or
is independently developed without use of or reference to the disclosing Party’s Confidential Information.
The receiving Party will use the disclosing Party’s Confidential Information only to perform under these Terms and will protect it using at least reasonable care. The receiving Party may disclose Confidential Information to employees, contractors, advisors, Affiliates, subprocessors, and representatives who need to know it and are bound by confidentiality obligations at least as protective as these Terms.
The receiving Party may disclose Confidential Information where required by law, subpoena, court order, or governmental authority, provided that the receiving Party gives reasonable notice where legally permitted and discloses only the information legally required.
Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm. The disclosing Party may seek injunctive or equitable relief without posting bond, in addition to any other remedies available.
Each Party represents and warrants that it has the legal power and authority to enter into these Terms.
Customer represents and warrants that:
Customer has all rights, consents, notices, permissions, and legal bases required for Customer Data and Customer’s use of the Services;
Customer’s use of the Services will comply with Applicable Laws, these Terms, the AUP, provider policies, and the Documentation;
Customer Data and Customer communications will not infringe, misappropriate, or violate any rights of any person;
Customer will not use the Services for unlawful, deceptive, abusive, or unauthorized communications; and
Customer will maintain proof of consent, opt-in, suppression, and communication preference records where required.
Except as expressly stated in these Terms, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Lead Stats disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted use, error-free operation, availability, accuracy, and results.
Lead Stats does not warrant that:
the Services will meet Customer’s requirements;
the Services will be uninterrupted, secure, timely, or error-free;
messages will be delivered, opened, read, or acted upon;
Third-Party Services will remain available or unchanged;
provider, carrier, mailbox, or app marketplace approval will be granted or maintained;
campaigns or workflows will produce any particular business outcome; or
Customer’s use of the Services will ensure compliance with any law.
Customer is responsible for independent legal review of its communications, data practices, consent practices, and regulatory obligations.
Customer will defend, indemnify, and hold harmless Lead Stats, its Affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns from and against any third-party claims, demands, actions, investigations, proceedings, losses, liabilities, damages, fines, penalties, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
Customer Data;
Customer’s communications, campaigns, workflows, automations, webhooks, messages, or recipient targeting;
Customer’s failure to obtain or maintain required consent, opt-in, notices, permissions, or legal bases;
Customer’s failure to honor unsubscribe, STOP, opt-out, suppression, or do-not-contact requests;
Customer’s violation of Applicable Laws, provider policies, carrier requirements, the AUP, or these Terms;
Customer’s use of purchased, rented, scraped, transferred, or unlawfully obtained contact lists;
Customer’s use of Third-Party Services;
Customer’s breach of confidentiality or security obligations;
Customer’s misuse of Google, Microsoft, Twilio, Slack, webhook, API, or other integrations;
Customer’s payment card data, sensitive data, or regulated data submitted contrary to these Terms; or
allegations that Customer Data or Customer’s use of the Services infringes, misappropriates, or violates third-party rights.
Lead Stats will defend Customer against any third-party claim alleging that the Services, as provided by Lead Stats and used by Customer in accordance with these Terms, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, and will indemnify Customer for damages finally awarded or settlements approved by Lead Stats.
Lead Stats has no obligation for claims arising from:
Customer Data;
Customer’s use of the Services in violation of these Terms;
modifications not made by Lead Stats;
combination with products, services, data, or processes not provided by Lead Stats;
Third-Party Services;
Customer’s continued use after Lead Stats provides a non-infringing alternative; or
free, beta, trial, preview, or evaluation features.
If the Services become or may become subject to an infringement claim, Lead Stats may, at its option:
obtain the right for Customer to continue using the Services;
modify the Services to make them non-infringing;
replace the Services with substantially equivalent functionality; or
terminate the affected Services and provide a prorated refund of prepaid unused Fees for the terminated portion of the Subscription Period.
The indemnified Party must promptly notify the indemnifying Party of the claim, provide reasonable cooperation, and allow the indemnifying Party to control the defense and settlement. The indemnifying Party may not settle a claim in a way that admits fault or imposes non-monetary obligations on the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld.
To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, consequential, special, exemplary, enhanced, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, loss of use, loss of data, business interruption, or cost of substitute services, even if advised of the possibility of such damages.
Except for excluded claims, each Party’s total aggregate liability arising out of or relating to these Terms will not exceed the amounts paid or payable by Customer to Lead Stats for the Services giving rise to the claim during the twelve (12) months before the event giving rise to liability.
The liability cap does not apply to:
Customer’s payment obligations;
Customer’s indemnification obligations;
Customer’s violation of the AUP or communications compliance obligations;
Customer’s misuse of the Services;
Customer’s infringement or misappropriation of Lead Stats intellectual property;
either Party’s breach of confidentiality obligations; or
liability that cannot be limited under Applicable Laws.
Except for excluded claims, Lead Stats’ total aggregate liability for Security Events, data protection claims, or privacy claims arising out of or relating to Customer Data will not exceed the greater of: (a) the amounts paid or payable by Customer to Lead Stats during the twelve (12) months before the event giving rise to liability; or (b) $100,000.
The Parties acknowledge that the limitations in this section are an essential basis of the bargain.
Lead Stats may identify Customer as a customer and may use Customer’s name and logo in customer lists, presentations, websites, and marketing materials unless Customer notifies Lead Stats in writing that it opts out.
Neither Party may issue a press release or public announcement about the relationship without the other Party’s prior written consent.
If Lead Stats provides implementation, onboarding, consulting, training, migration, configuration, custom development, or other professional services, such services will be described in an Order Form or statement of work.
Unless expressly stated otherwise, professional services deliverables are provided for Customer’s internal use with the Services and do not transfer ownership of Lead Stats technology, tools, templates, know-how, or pre-existing intellectual property.
Customer is responsible for reviewing, testing, and approving configurations, workflows, campaigns, templates, imports, exports, and deliverables before production use.
Customer must comply with all applicable export control, sanctions, and anti-corruption laws. Customer represents that neither Customer nor its Authorized Users are located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or listed on any denied-party, restricted-party, or sanctions list.
Customer may not use the Services for prohibited end uses or with prohibited parties.
The Services are commercial products developed at private expense. If Customer is a government entity or uses the Services on behalf of a government entity, the Services are provided as commercial items with only the rights expressly granted in these Terms.
Lead Stats may update the Services and Documentation from time to time. Lead Stats may modify these Terms by posting an updated version or providing notice through the Services or by email.
For material changes, Lead Stats will use commercially reasonable efforts to provide at least thirty (30) days’ notice before the changes take effect, unless changes are required sooner by law, provider policy, security needs, or operational necessity.
Customer’s continued use of the Services after changes become effective constitutes acceptance of the updated Terms. If Customer does not agree, Customer must stop using the Services and may terminate as permitted by the applicable Order Form.
These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law rules.
Before initiating arbitration or litigation, the Parties will use good-faith efforts to resolve disputes through business discussions for at least thirty (30) days, unless emergency relief is required.
Except for claims involving intellectual property, confidentiality, unauthorized use, payment collection, or requests for injunctive or equitable relief, any dispute arising out of or relating to these Terms will be resolved by confidential binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures by one arbitrator experienced in enterprise software disputes.
The arbitration will take place in Pennsylvania unless the Parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction.
Each Party agrees to bring claims only in its individual capacity and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any class or representative proceeding unless both Parties agree in writing.
For any claim not subject to arbitration, the Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Pennsylvania.
Each Party waives any right to trial by jury for any dispute arising out of or relating to these Terms.
The prevailing Party in any action or proceeding to enforce these Terms is entitled to recover reasonable attorneys’ fees and costs.
Neither Party may assign these Terms without the other Party’s prior written consent, except that either Party may assign these Terms in connection with a merger, acquisition, reorganization, sale of substantially all assets, or similar transaction. Customer may not assign these Terms to a Lead Stats competitor without Lead Stats’ prior written consent.
Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, carrier failures, cloud provider outages, power failures, pandemics, or Third-Party Service failures.
The Parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
These Terms do not create third-party beneficiary rights except for indemnified parties expressly identified in these Terms.
Notices must be in writing and sent to the addresses in the applicable Order Form or to the contact information below. Lead Stats may also provide operational, billing, security, and service notices through the Services or by email to account administrators.
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
A Party’s failure to enforce a provision is not a waiver. Waivers must be in writing and signed by the waiving Party.
These Terms and all documents incorporated by reference constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, representations, and understandings regarding the Services.
Electronic signatures, online acceptance, and click-through acceptance are valid and binding.
Lead Stats IO LLC
134 Three Degree Rd
Pittsburgh, PA 15237
United States
Phone: 866-678-1288
Email: support@leadstats.io
Billing: [billing@leadstats.io]
Legal Notices: [legal@leadstats.io]
Website: https://leadstats.io
This Exhibit applies only to text messages, SMS, MMS, RCS, or similar messages sent directly by Lead Stats to Customer, Authorized Users, or individuals who opt in to receive messages from Lead Stats. It does not replace Customer’s obligation to maintain its own recipient-facing terms for messaging programs operated by Customer.
By providing a phone number to Lead Stats and opting in to a Lead Stats messaging program, you consent to receive text messages from Lead Stats at the phone number provided. Message frequency may vary. Message and data rates may apply.
For help, reply HELP or contact support@leadstats.io. To stop receiving messages, reply STOP at any time. Carriers are not liable for delayed or undelivered messages.
Lead Stats’ use of personal information is described in the Lead Stats Privacy Policy.
