Leadbeam
Terms & Conditions

INTRODUCTION

‍These Terms and Conditions (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, or “customer” ”) and Leadbeam, Inc. (“we,” “us”, “Company”, “Leadbeam” or “our”), concerning your access to and use of the < https://www.Leadbeam.ai/>  website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Application”)

You agree that by accessing the Application, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Application and you must discontinue use immediately.

Supplemental terms and conditions or documents that may be posted on the Application from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.

DEFINITIONS

“Applicable Law” refers to any statute, enactments, law, regulation, rule, notification, order, decree, injunction, judgment, award of an arbitrator, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any of the foregoing having the force of law by any authority having jurisdiction over the matter in question;

“Intellectual Property” shall deem to mean and include all copyright, designs, inventions, patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) or applications for any of these, formulations, trade names, business names, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data and all other industrial or intellectual property rights (whether registered or not);

“Service(s)” shall mean the services to be provided by the Company to you through the Application. 

‍ACCEPTANCE OF THE TERMS OF SERVICE

When you create and register an account with us on our Application by mutually executing one or more order forms with us which reference these Terms (each, an "Order") or by accessing or using the Services in any manner, you agree to be bound by these Terms (together with all order forms, the "Agreement") to the exclusion of all other Terms. You represent and warrant that  (a) you have the full power and authority to enter into this Agreement; and (b) if you are entering into this Agreement on behalf of an organization or entity, you represent that you have the authority to bind such entity and its affiliates to these terms, in which case the terms "customer," "you" and "your" shall refer to such an entity and its affiliates. If you do not have such authority or you do not agree to the terms of this agreement, you may not use or access the services in any manner. You acknowledge that any information provided by you is true and accurate and you will not use the Application for any illegal or unauthorized purpose. 

SERVICE & LICENSE

• Subject to our receipt of the applicable fees (as detailed under an Order) from the Customer, we will use commercially reasonable efforts to make the Services available to Customer, in compliance with the terms of this Agreement and an applicable Order.
• We hereby grant the Customer, for the Term (as defined below), a limited, non-exclusive, non-sub-licensable, non-transferable, non-assignable right to access and use the Services. Any such use of the Services by Customer is authorized solely for Customer's internal business and is subject to Customer's compliance with any additional limitations and restrictions as may be specified under an applicable Order.
• An "Order" is as an order form or other similar document (including but not limited to an online order form) that details the Services being provided hereunder and the applicable fees to be paid by the Customer to Leadbeam. The Order may also provide details regarding the service level terms (if any). In the event of a conflict between the Order and the Terms of Service, the Order will prevail.
• Customer acknowledges that certain features of the Services may utilize artificial intelligence or machine learning models, and that outputs generated by such features are probabilistic and may vary depending on the inputs and configurations provided by Customer. Customer is solely responsible for reviewing and verifying the accuracy and appropriateness of all outputs for its intended use and regulatory environment, and for implementing any required human review or oversight.
• During the Term, we may also provide Customers with support services ("Support Services"). Customer acknowledges that such Support Services may be subject to additional fees as provided for under an applicable Order. If we are providing the Customer with Support Services, it will be detailed under an applicable Order. We will use commercially reasonable efforts to acknowledge receipt of support requests within one working day for requests submitted by the Customer. This is not a guarantee and does not create any service level commitment, credit entitlement, or other remedy. 
• We may suspend Customer's access to or use of the Services as follows: (a) immediately if we reasonably believe Customer's use of the Services may pose a security risk to or may adversely impact the Services; (b) immediately if Customer become insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, re-organization, liquidation, dissolution or similar proceeding; (c) following 15 (fifteen) days written notice if Customer is in breach of this Agreement or any Order (and has not cured such breach, if curable, within the 15 (fifteen) days of such notice); or (d) Customer has failed to pay Leadbeam the fees with respect to the Services.

RESTRICTIONS & RESERVATIONS

• Customer will use the Services only in accordance with all applicable laws, including, but not limited to, laws related to data protection and privacy (whether applicable within the United States, the European Union, or otherwise). Customer agrees not to (and will not allow any third party to) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof.
• You acknowledge and agree that the Services are provided under license, and not sold, to you. Except to the extent necessary to access and use the Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Services whether expressly, by implication, estoppel or otherwise. Leadbeam and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement
• Customer shall not, and shall not permit any user to: (a) use the Services in violation of applicable law; (b) upload, transmit, distribute, or otherwise make available any malicious code, malware, spyware, or other harmful technology; (c) use the Services to harass, threaten, or unlawfully discriminate against any person, or to promote or incite violence; (d) infringe, misappropriate, or otherwise violate any third party’s intellectual property, privacy, or other rights; (e) interfere with or disrupt the integrity or performance of the Services or any third-party systems; or (f) attempt to gain unauthorized access to the Services or related systems.  Company may suspend access to the Services immediately if Customer’s use poses a security risk, violates this Agreement, or may give rise to liability for Company.

PROPRIETARY RIGHTS

• Leadbeam retains all right, title, and interest whether pre-existing or otherwise, in and to the Services, and any software, products, works or other Intellectual Property created, used, provided or made available by Leadbeam under or in connection with the Services under this Agreement. Additionally, Leadbeam owns the "Service Software" i.e., embedded in the Services. For the purposes of this Agreement, "Service Software" is defined as the any Leadbeam or third-party software code, computer program, documentations, new versions, updates, enhancements, upgrades, revisions, improvements and modifications of the foregoing that Leadbeam has embedded into the Services and is proprietary to Leadbeam and Leadbeam provides to the Customer under this Agreement. Customer acknowledges and understands that Leadbeam owns all Service Software and all rights related thereto. Subject to the terms and conditions of this Agreement, including but not limited to receipt of all applicable fees, to the extent Leadbeam makes Service Software available to the Customer, Leadbeam hereby grants to the Customer, and Customer hereby accepts, a limited, non-exclusive, non-transferable, non-assignable and non-sub-licensable license to: run such Service Software solely as necessary to make use of the Services.
• Customer agrees that, it shall not: (a) exceed the scope of the licenses granted above; (b) make copies of the Service Software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted under this Agreement; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the software, except to the extent required to be permitted under Applicable Law; (e) modify, translate or create derivative works of the Service Software; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Service Software or copies thereof; or (g) combine or distribute any of the Service Software with any third party software that is licensed under terms that seek to require that any of the software (or any associated intellectual property rights) be provided in source code form (e.g., as "open source"), licensed to others to allow the creation or distribution of derivative works, or distributed without charge.
• Customer may from time to time provide suggestions, comments or other feedback to us with respect to the Services ("Feedback"). Customer shall, and hereby does, grant to Leadbeam a nonexclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.
• Nothing in this Agreement will impair our right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

DATA PRIVACY

• You can learn more about our information collection, use, and disclosure practices in our Privacy Policy, available at https://www.Leadbeam.ai/privacy-policy . In the event of a conflict between these Terms and the Privacy Policy, these Terms will control, and in the event of a conflict between these Terms and the DPA with respect to the processing of Personal Data, the DPA will control.
• We maintain administrative, technical, and organizational measures designed to protect the security, confidentiality, and integrity of the Services and Customer Data. A current description of our security measures and industry certifications is available at https://www.Leadbeam.ai/trust-center (the “Trust Center”). We may update the Trust Center from time to time to reflect evolving practices, provided that such updates do not materially diminish the overall security of the Services. References on the Trust Center to specific frameworks, attestations, or certifications are for informational purposes and do not constitute a warranty that any particular certification will be maintained for any specific period, unless expressly stated in an Order
• To the extent we process Personal Data on your behalf in connection with the Services, the Data Processing Agreement available at https://www.Leadbeam.ai/dpa (the “DPA”) is incorporated by reference and governs such processing. In the event of a conflict between these Terms and the DPA with respect to the processing of Personal Data, the DPA will control. You acknowledge and authorize our engagement of subprocessors as described in the DPA, which includes a current list of our subprocessors. We may update our subprocessor list as permitted by the DPA, and we will remain responsible for the performance of our subprocessors in accordance with the DPA and these Terms.
• Customer Data is, or shall be, and shall remain the property of the Customer. For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Services. Customer, not Leadbeam, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer hereby grants Leadbeam a non-exclusive, non-transferable, non-sub-licensable, worldwide, royalty-free license to use, collect, transfer and process the Customer Data for the sole purpose of providing the Services to the Customer under the terms of the applicable Order and this Agreement.

• Customer further understands and acknowledges that we may generate "Derived Data" (as defined below) from the Customer Data. For the purposes of this Agreement, "Derived Data" means data submitted to, collected by, or generated by Leadbeam from the Customer Data in connection with Customer's use of the Services. Customer hereby agrees and understands that Leadbeam may freely use Derived Data for its internal business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing our  products and services). Any use of Derived Data for analytics, benchmarking, improvement, or marketing will be on an aggregated and de-identified basis that does not identify Customer, any Authorized Users, or any natural person, and we will not attempt to re-identify such data.

• Customer is solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party; and (d) backing up and maintaining Customer Data.
• If we process Personal Data subject to the EU/UK GDPR or other applicable data protection laws, such processing will be subject to the DPA. Capitalized terms used but not defined in these Terms have the meanings given in the DPA or, as applicable, in Article 4 of the GDPR.
• We are not responsible for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is directly due to our gross negligence or willful misconduct. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. 

FEES, ORDERS, AND TAXES

• Customer shall pay to Leadbeam the fees as set forth in each applicable Order(s). Customer acknowledges that it shall have no right to return the Services and that all fees shall be non-refundable. If Leadbeam is required to initiate legal action due to nonpayment of fees, Customer shall bear all costs resulting from the collection of such fees.
• Customer may place Orders for additional Services or to extend the term of the existing Services by specifying such order details in an Order form agreed to in writing by the parties referencing the terms and conditions of this Agreement.
• If we have the legal obligation (under applicable law) to pay or collect taxes for which the Customer is responsible, including but not limited to, sales, use, transfer, privilege, excise, and all other taxes and duties that are levied or imposed by reason of performance of the Services by us under this Agreement, the appropriate amount shall be invoiced to and paid by the Customer, unless Customer provides us with a valid tax exemption certificate authorized by the appropriate taxing authority. All amounts payable to us under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.
• The Customer may adjust the fees for Services effective upon renewal by providing Customer with at least thirty (30) days’ prior written notice. Unless otherwise expressly stated in the Order, there shall be no cap on renewal fee increases.
• Any undisputed amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Vendor may recover reasonable costs of collection.  Vendor may suspend Services upon notice if any undisputed amount remains unpaid for more than fifteen (15) days.
• Customer shall pay all amounts due under these terms without setoff, deduction, or withholding.  

TERM AND TERMINATION

• The initial term of each Order is 1 (one) year unless otherwise stated, and auto-renews for successive one-year terms unless either party gives notice at least 30 days before renewal (“Term”). Upon renewal, the fee for the Services will be either (a) the then-current fee as increased in accordance with this Agreement, or (b) if no such increase is exercised, the original list fee stated on the Order, in each case exclusive of any promotional or one-time discounts applied during the initial term. For clarity, any discounts provided in the initial term will not apply to renewal terms unless expressly stated in the Order.
• This Agreement and the Orders hereunder may be terminated: (a) by either party if the other has materially breached this Agreement, within thirty (30) calendar days after written notice of such breach to the other party if the breach is remediable or immediately upon notice if the breach is not remediable; or (b) by Leadbeam upon written notice to Customer if Customer (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it which have not been dismissed within sixty (60) days.
• Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Service, and (ii) return all our confidential information, and our software, and other materials and information provided by us. Any termination or expiration shall not relieve Customer of its obligation to pay all fees accruing prior to termination. If the Agreement is terminated by us pursuant to a material breach by the Customer, the Customer shall pay to us all of the fees for the entire term set forth in the corresponding Order(s).

CONFIDENTIALITY

• During the term of this Agreement, either party may provide the other party with confidential and/or proprietary materials and information ("Confidential Information"). All materials and information provided by the disclosing party and identified at the time of disclosure as "Confidential" or bearing a similar legend, and all other information that the receiving party reasonably should have known was the Confidential Information of the disclosing party, shall be considered Confidential Information. This Agreement is Confidential Information, and all pricing terms are Confidential Information. The receiving party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of the disclosing party. The receiving party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the receiving party independently from and without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was in the receiving party's lawful possession prior to the disclosure and was not obtained by the receiving party either directly or indirectly from the disclosing party. The receiving party may disclose Confidential Information as required by law or court order; provided that, the receiving party provides the disclosing with prompt written notice thereof and uses the receiving party's best efforts to limit disclosure. At any time, upon the disclosing party's written request, the receiving party shall return to the disclosing party all disclosing party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof.

INDEMNIFICATION

• Customer will defend, indemnify, and hold Leadbeam, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party's intellectual property rights resulting from Customer Data or caused and contributed by the Customer.
• Leadbeam will defend, indemnify, and hold Customer harmless from and against any third party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from claims by a thirty party that Customer's use of the Service directly infringes or misappropriates a third party's United States (or Berne Convention signatory country) intellectual property rights (an "Infringement Claim"). Notwithstanding any other provision in this Agreement, Leadbeam shall have no obligation to indemnify or reimburse Customer with respect to any Infringement Claim to the extent arising from: (a) the combination of any Customer Data with the Service; (b) the combination of any products or services, other than those provided by Leadbeam to Customer under this Agreement, with the Service; or (c) non-discretionary designs or specifications provided to Leadbeam by Customer that caused such Infringement Claim. Customer agrees to reimburse Leadbeam for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.

WARRANTY

• The Services, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable specifications will perform, in all material respects, the functions described in the Order (the "Specification"), during the term in the corresponding Order.
• Customer shall report to Leadbeam, pursuant to the notice provision of this Agreement, any breach of the warranty set forth in this Section . In the event of a breach of warranty by Leadbeam under this Agreement, Customer's sole and exclusive remedy, and our entire liability, shall be prompt correction of any material non-conformance in order to minimize any material adverse effect on Customer's business.
• Leadbeam does not represent or warrant that the operation of the Service (or any portion thereof) will be uninterrupted or error free, or that the Service (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Leadbeam, except as expressly specified in the applicable Specification. Customer acknowledges that, except as expressly set forth in this Section, Leadbeam makes no express or implied representations or warranties of any kind with respect to the service or services, or their condition. Leadbeam is furnishing the warranty set forth in this Section  in lieu of, and Leadbeam hereby expressly excludes, any and all other express or implied representations or warranties, whether under common law, statute or otherwise, including without limitation any and all warranties as to merchantability, fitness for a particular purpose, satisfactory quality or non-infringement of third-party rights.

LIMITATIONS OF LIABILITY

• In no event will either party or any of its affiliates, employees, directors, officers, licensors, service providers or suppliers be liable under or in connection with this agreement or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, for any lost data, lost profits, business interruption, replacement service or other special, incidental, consequential, punitive or indirect damages.
• Our aggregate liability for any and all claims arising under this agreement, whether in contract, tort or otherwise, shall not exceed the amount of fees paid or payable by customer under the applicable order during the 12 (twelve) month period preceding the claim.
• No action, regardless of form, arising out of or relating to this Agreement may be brought by Customer more than 1 (one) year after the cause of action has accrued.

MISCELLANEOUS

• Customer shall comply with all applicable laws and regulations in its use of any Service, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. Customer shall, at its own expense, defend, indemnify and hold harmless Leadbeam from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys' fees) incurred by Leadbeam arising from any claim or assertion by any third party of violation of privacy laws or regulations by Customer or any of its agents, officers, directors or employees.
• Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Leadbeam may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets.
• Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, internet outage, terrorism, war, fires, earthquakes and other disasters (each a "Force Majeure"). Notwithstanding the foregoing: (i) Customer shall be liable for payment obligations for Service rendered; and (ii) if a Force Majeure continues for more than thirty (30) days, Leadbeam may terminate this agreement by written notice to the other party.
• All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.
• Leadbeam is an independent contractor and both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. Customer does not have any authority of any kind to bind Leadbeam.
• This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The federal courts of Delaware, shall have exclusive jurisdiction to adjudicate disputes arising out of or relating to this Agreement, for any actions that are not subject to the arbitration provision below. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise.
• Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party's Intellectual Property rights for which a provisional remedy or equitable relief is sought, will be submitted to mandatory and binding arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the "AAA"), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration will take place in San Francisco, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Unless otherwise agreed to in writing by all of the parties, there will be limited discovery prior to the arbitration hearing as follows: (i) one set of interrogatories; (ii) one set of admissions, (iii) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, and (iv) depositions of all party witnesses. 
• Customer hereby grants Leadbeam the right to identify Customer as a Leadbeam Customer, and use Customer's name, mark and/or logo on our Application and/or in our marketing materials in connection with the Customer's use of the Service.
• This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected. In the event of a conflict between this Agreement and the Order document, the terms of this Agreement shall control, other than terms expressly modified in any Order with respect to such Order.

CONTACT US

In order to resolve a complaint regarding the Application or to receive further information regarding use of the Application, please contact us at: 

Name: Gabe Naviasky

Address: 2835 Brewster Ave. Redwood City, CA 94062

Email ID: gabe@leadbeam.ai

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