DRAFT v1.0 — FOR LEGAL REVIEW — NOT YET IN FORCE
Version: 1.0-DRAFT
Effective Date: [●] (the "Effective Date")
Last Updated: [●]
[DRAFTING NOTE — FOR COUNSEL] This document is a working draft prepared for legal review. It has not been published and is not yet in force. Items marked [●] or in [bracketed notes] are placeholders or open decisions requiring counsel input. The operating entity is identified as LeadQor Canada Inc., whose incorporation is pending; confirm the final legal name, corporate number, and registered office before publication.
These Terms of Service (together with every document they incorporate by reference, this "Agreement") are a binding contract between LeadQor Canada Inc. [incorporation pending — confirm final entity name and address] ("LeadQor," "we," "us," or "our") and the business that registers for or uses the Services ("Customer," "you," or "your").
By clicking "I agree," creating an account, or using the Services, you accept this Agreement. If you do not agree, do not use the Services.
Please read Sections 20 (Warranty Disclaimer) and 21 (Limitation of Liability) carefully. They limit our obligations and liability to you.
1. Who May Use the Services — Business Use Only
1.1 B2B only. The Services are offered solely for business use. They are not offered to, intended for, or designed for consumers or for personal, family, or household use. By entering into this Agreement you represent and warrant that: (a) you are acting in the course of a business, trade, or profession and not as a consumer; (b) the individual accepting this Agreement is at least the age of majority in their jurisdiction and has authority to bind the business they name at signup; and (c) all use of the Services under your account will be for business purposes. To the maximum extent permitted by law, consumer protection legislation that applies only to consumer transactions does not apply to this Agreement.
1.2 English only. The Services, the Documentation, support, and this Agreement are offered and provided in English only. The parties confirm that it is their express wish that this Agreement and all documents related to it, including notices, be drawn up in English.
1.3 Quebec excluded. The Services are not offered to, and may not be purchased or used by, any business or individual domiciled or resident in the Province of Quebec, Canada. By entering into this Agreement you represent and warrant that neither you nor the business you represent is domiciled or resident in Quebec, and that you are not entering into this Agreement from Quebec. We may use technical measures (including geolocation) to enforce this restriction, and we may suspend or terminate any account we reasonably determine to be in breach of this Section 1.3.
1.4 Order of precedence. If you and LeadQor have signed a separate written agreement covering the Services, that agreement controls over this one to the extent of any conflict.
2. Definitions
Capitalized terms have the meanings given where they first appear or as set out below.
- "Aggregated Data" means data derived from the operation or use of the Services that has been aggregated and/or anonymized so that it does not identify you, any Authorized User, or any End Customer, and cannot reasonably be used to re-identify them.
- "AUP" means the LeadQor Acceptable Use Policy, available at [●], as updated from time to time, which is incorporated into this Agreement by reference.
- "Authorized User" means an individual you authorize to use the Services under your account — for example, your employees, contractors, and staff.
- "Beta Features" means features or services identified as alpha, beta, preview, early access, pilot, evaluation, or by words of similar meaning.
- "Customer Data" (also "Tenant Data") means all data, content, and materials that you or your Authorized Users submit to the Services or that the Services collect or generate on your behalf, including End Customer records, messages, files, financial records, review content, scheduling data, and website content — but excluding Aggregated Data and LeadQor's own software, systems, and Documentation.
- "Documentation" means the user guides, help content, and technical documentation we make available for the Services.
- "DPA" means the LeadQor Data Processing Addendum, available at [●], which is incorporated into this Agreement by reference and governs our processing of personal information contained in Customer Data.
- "End Customer" means a customer, client, patient, lead, or other person who interacts with your business, including through the Services (for example, someone who books an appointment, receives an invoice, or receives a message from you through the Services).
- "Fees" means the subscription fees, platform fees, usage fees, and other amounts payable under this Agreement.
- "Messaging Services" means any feature of the Services used to send SMS or MMS messages, voice calls, voicemail drops, or email to any recipient.
- "Payment Features" means features of the Services that enable you to accept payments from End Customers, powered by Stripe (Section 7).
- "Plan" means the subscription tier you select (currently Starter or Pro), together with any add-ons, as described at signup or on our pricing page at [●].
- "Services" means the LeadQor cloud-based business platform — including, as applicable to your Plan, CRM, scheduling, financial and light-bookkeeping tools, reviews management, communications (SMS, voice, and email), Payment Features, and the website builder module — together with the Documentation and any related support.
- "Subscription Term" means each monthly or annual subscription period, including each renewal period.
- "White-Label Features" means the features of the Services that allow you to present the Services to your Authorized Users and End Customers under your own brand.
3. The Services; Account Registration
3.1 Access. Subject to this Agreement and payment of applicable Fees, we will make the Services available to you during each Subscription Term and will provide the Services with commercially reasonable skill and care.
3.2 Account registration. You must provide accurate, current, and complete registration information and keep it up to date. You must keep account credentials confidential and use reasonable security measures (we strongly recommend enabling any multi-factor authentication we offer). You must notify us promptly at [●security contact email●] if you become aware of any unauthorized access to your account.
3.3 You are responsible for your users. You may allow an unlimited number of Authorized Users to use the Services under your Plan. You are responsible for (a) all activity that occurs under your account and your Authorized Users' accounts, (b) ensuring your Authorized Users comply with this Agreement and the AUP, and (c) promptly deactivating access for individuals who leave your business. Any act or omission by an Authorized User that would breach this Agreement if done by you is treated as your breach. Authorized User seats are for members and workers of your business only; you may not share seats across unrelated businesses.
3.4 Changes to the Services. We may improve and modify the Services over time. We will not materially reduce the core functionality of your Plan during a paid Subscription Term without notice. Section 26 governs changes to this Agreement itself.
4. Subscription Plans, Trials, and Renewal
4.1 Plans and pricing. Current self-serve Plans are: Starter — USD $99 per month, and Pro — USD $299 per month, each with unlimited Authorized Users. Annual billing is available at a 10% discount off the equivalent monthly price, billed in one annual installment. All prices are in US dollars and are exclusive of taxes (Section 6.3). Current pricing and Plan features are described at [●pricing page URL●]; the price in effect when you subscribe (or renew, per Section 6.5) applies to you.
4.2 Auto-renewal — plain-language disclosure. Your subscription automatically renews. Monthly Plans renew each month, and annual Plans renew each year, at the then-current price for your Plan, until you cancel. Your payment method on file will be charged at the start of each renewal period. We present this disclosure clearly at checkout and obtain your affirmative consent to the auto-renewing charge before your first payment.
4.3 Cancel anytime — as easy as signing up. There are no long-term contracts on monthly Plans. You may cancel your subscription at any time using the one-click cancellation option in your account settings — no phone call, email, chat session, or retention conversation is required (though you may contact support if you prefer). Cancellation takes effect at the end of your current billing period: you keep access until then, and you will not be charged again. Except where required by law or expressly stated in this Agreement, Fees already paid are non-refundable, and we do not provide prorated refunds for partial periods.
4.4 Renewal reminders (annual Plans). For annual Plans, we will send a renewal reminder to your account email at least 30 days before each annual renewal, identifying the renewal date, the amount to be charged, and how to cancel. [Counsel: confirm reminder window against California ARL (15–45 days for terms of 12+ months) and analogous state auto-renewal laws.]
4.5 Free trial. New customers receive a 14-day free trial with full Pro-tier functionality. No charge is made during the trial. If you do not subscribe to a paid Plan by the end of the trial, your account is frozen — not deleted: you and your Authorized Users lose the ability to use the Services, but your Customer Data is preserved, and your account is fully restored if you subscribe. If a frozen trial account remains unsubscribed for 90 days [confirm retention window], we may delete its Customer Data following the process in Section 19.3. Trial use is otherwise subject to this Agreement; Services provided during a trial are provided "AS IS" and Section 20 applies with full force. One trial per business; we may deny or end trials we reasonably believe are duplicative or abusive.
4.6 Downgrades and upgrades. You may upgrade at any time (prorated charge for the remainder of the current period). You may downgrade effective at your next renewal. Downgrading may cause loss of access to features and associated data capabilities; we are not responsible for consequences of a downgrade you choose.
5. License Grant and Restrictions
5.1 Your license. We grant you a limited, non-exclusive, non-transferable (except under Section 27), non-sublicensable (except as expressly permitted for White-Label Features in Section 8) right during each Subscription Term to access and use the Services for your internal business purposes and, through the White-Label Features, to serve your End Customers, all in accordance with this Agreement and the Documentation.
5.2 Restrictions. Except as expressly permitted by this Agreement, you will not (and will not permit anyone else to):
(a) sell, resell, rent, lease, sublicense, distribute, or otherwise make the Services available to any third party, except to your Authorized Users and End Customers through the White-Label Features as permitted in Section 8;
(b) copy, modify, translate, or create derivative works of the Services or Documentation;
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, or underlying structure, ideas, or algorithms of the Services, except to the extent this restriction is prohibited by applicable law;
(d) access or use the Services to build, improve, or benchmark a competing product or service, or perform or publish any benchmark or performance comparison of the Services for the benefit of a competitor;
(e) circumvent or interfere with usage limits, security features, or access controls, or probe, scan, or test the vulnerability of the Services without our prior written consent;
(f) use the Services to store or transmit malicious code, or in violation of the AUP or applicable law;
(g) scrape, harvest, or bulk-extract data from the Services other than your own Customer Data through the export tools we provide; or
(h) remove or obscure any proprietary notices, except as the White-Label Features are designed to present your branding.
5.3 Usage verification. We may monitor use of the Services to verify compliance with this Agreement, operate and secure the platform, and improve the Services.
6. Fees, Billing, and Taxes
6.1 Payment. You must keep a valid payment method on file. Subscription Fees are billed in advance (monthly or annually per your Plan); usage-based Fees, if any (for example, messaging volume or telephony usage described at [●]), are billed in arrears. Payments are processed by our payment processor, Stripe; we do not store full card numbers.
6.2 Failed payments and late amounts. If a charge fails, we may retry it. Amounts more than 30 days overdue may accrue interest at the lesser of 1.5% per month (18% per year) or the maximum rate permitted by law, and we may suspend the Services for non-payment under Section 17. You are responsible for reasonable costs of collecting overdue undisputed amounts.
6.3 Taxes. Fees are exclusive of all taxes, including GST/HST, PST, sales, use, value-added, and similar taxes, levies, and duties. You are responsible for all such taxes associated with your purchase (excluding taxes on our net income). If we are required to collect taxes, they will be added to your invoice. If you are required by law to withhold any amount, you will gross up your payment so we receive the full Fee.
6.4 Billing disputes. If you believe a charge is incorrect, contact us at [●billing email●] within 60 days of the charge. We will review in good faith and correct verified errors.
6.5 Price changes — never mid-term. We may change Plan pricing, but a price change will never take effect during a Subscription Term you have already paid for. We will give you notice of any price increase at least 30 days before it takes effect, and the new price applies only from your next renewal. If you do not want to pay the new price, cancel before the renewal date under Section 4.3.
7. Payment Features (Stripe Connect)
7.1 How payments work. The Payment Features let you accept payments from your End Customers. Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Agreement"), available at https://stripe.com/connect-account/legal. By enabling the Payment Features, you agree to be bound by the Stripe Agreement, as Stripe may modify it from time to time. As a condition of our enabling payment processing through Stripe, you agree to provide us and Stripe with accurate and complete information about you and your business, and you authorize us to share that information and transaction information with Stripe.
7.2 You are the merchant. For every transaction with your End Customers processed through the Payment Features, you — not LeadQor — are the merchant of record. You are solely responsible for: (a) the goods and services you sell; (b) refunds, returns, and customer service; (c) all chargebacks, disputes, reversals, and associated fees; (d) accurate receipts, invoices, and statement descriptors; and (e) your own tax collection, reporting, and remittance obligations on your sales.
7.3 Platform fees. In addition to Stripe's processing fees, LeadQor may charge a platform (application) fee on transactions processed through the Payment Features. The current platform fee for your Plan is disclosed at [●pricing/fees page URL●] and in-app before you enable the Payment Features, and is deducted automatically from transaction proceeds or billed to you.
7.4 Compliance and risk. You must use the Payment Features only for lawful transactions in your own business, must not use them for any category prohibited by Stripe or by card-network rules, and must comply with all applicable payment rules and laws. We and Stripe may suspend or terminate Payment Features, hold funds, or require additional verification as permitted by the Stripe Agreement or as reasonably necessary to manage fraud, credit, or legal risk.
8. White-Label Terms
8.1 Branding license, both ways. The White-Label Features let you present the Services under your own name, logo, colors, and domain. You grant us a limited license to host, display, and reproduce your trademarks and branding solely to provide the White-Label Features. We grant you a limited right to present the Services under your brand as the features are designed to allow. Neither party obtains any other right in the other's trademarks.
8.2 Technology provider only. LeadQor is a technology provider. LeadQor is not a party to any contract, transaction, or relationship between you and your End Customers, and nothing in this Agreement creates a partnership, agency, joint venture, or franchise between you and LeadQor. You alone are responsible for your business, your services, your prices, and your promises to End Customers.
8.3 Your end-customer terms. You are responsible for adopting and presenting to your End Customers your own terms of service, privacy policy, and any legally required notices or consents covering your business and your use of the Services to serve them (including booking terms, payment terms, messaging consent, and data handling). You must not represent that LeadQor provides your services or is responsible to your End Customers.
8.4 No misrepresentation of the platform. You must not misrepresent the capabilities, security, certifications, availability, or origin of the Services to any person, and you must not make commitments on our behalf (including uptime commitments or compliance representations we have not made in writing).
8.5 White-label resale boundaries. The White-Label Features do not make you a distributor or reseller of the Services. You may not charge third parties for access to the Services as a stand-alone product, or operate the Services for businesses other than your own, unless we agree in a separate written reseller or partner agreement.
9. Customer Data
9.1 You own your data. As between you and LeadQor, you own all Customer Data. This Agreement does not transfer any ownership of Customer Data to us.
9.2 Our license to your data. You grant us a worldwide, non-exclusive license to host, copy, transmit, process, display, and create backups of Customer Data, and to disclose it to our subprocessors, solely (a) to provide, secure, support, and improve the Services; (b) to comply with law; and (c) as you otherwise instruct through the Services.
9.3 Aggregated Data. You agree that we may create and use Aggregated Data for any lawful business purpose during and after the term of this Agreement, including to operate, analyze, benchmark, and improve the Services — provided Aggregated Data never identifies you, your Authorized Users, or your End Customers and cannot reasonably be re-identified.
9.4 Your responsibilities for data. You are responsible for the accuracy, quality, and legality of Customer Data, for the means by which you acquired it, and for having a lawful basis and all required consents to collect it, put it into the Services, and have us process it — including all personal information about your End Customers. You will not submit to the Services any data whose processing under this Agreement would violate applicable law, and you will not submit regulated data categories the Services are not represented in writing to support (see also Section 22.2(e) on industry-specific compliance).
9.5 Data protection. Our processing of personal information within Customer Data is governed by the DPA, which is incorporated into this Agreement by reference. We maintain administrative, physical, and technical safeguards designed to protect Customer Data, as described in the DPA and our security documentation at [●].
9.6 Acceptable use. All use of the Services must comply with the AUP, which is incorporated into this Agreement by reference. Where this Agreement and the AUP overlap, the stricter provision applies.
9.7 Export tools. During your subscription, and during the post-termination export window in Section 19.2, you can export your Customer Data on a self-serve, per-module basis in standard machine-readable formats through the in-app export tools.
10. Messaging and Communications
This Section applies whenever you use the Messaging Services (SMS/MMS, voice, or email) to contact any recipient.
10.1 Consent is yours to obtain. You must have the legally required consent from every recipient before you message or call them through the Services, in the form required by the laws that apply to you and your recipients — including, as applicable, the U.S. Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), and equivalent laws elsewhere. You are solely responsible for determining which laws apply to your campaigns and for keeping records of consent.
10.2 Opt-outs. You must honor every opt-out, unsubscribe, and STOP request promptly and in any event within the time required by law, and you must not message a recipient who has opted out. You must not disable, obscure, or interfere with opt-out mechanisms the Services provide.
10.3 No purchased or scraped lists. You must not use the Messaging Services to contact recipients from purchased, rented, scraped, harvested, or third-party-shared contact lists, or any list of recipients who did not give consent directly to your business.
10.4 Truthful identification. Your messages must accurately identify your business as the sender, must not use misleading subject lines or caller ID spoofing, and must comply with content rules in the AUP and applicable carrier and platform policies (including 10DLC/campaign registration requirements, where applicable — you agree to provide accurate registration information we or our carriers require).
10.5 We may protect carrier relationships. Deliverability for every LeadQor customer depends on our standing with telecom carriers, and email and messaging providers. We may filter, throttle, suspend, or terminate your access to the Messaging Services immediately if we reasonably believe your messaging violates this Section, the AUP, applicable law, or carrier requirements, or is generating complaint rates that put our carrier or provider relationships at risk. Where practical we will notify you and work with you to remediate.
10.6 Recording and monitoring. If you use call recording or similar features, you are responsible for complying with all call-recording, wiretap, and notice/consent laws in every relevant jurisdiction.
10.7 Your liability. As between you and LeadQor, you are solely responsible for the messaging campaigns you and your Authorized Users send, and you will indemnify us for claims arising from them as set out in Section 22.2.
11. Third-Party Services
The Services interoperate with third-party products and services — for example Stripe, telecom carriers, email delivery providers, review platforms (such as Google Business Profile), calendar services, and domain registrars ("Third-Party Services"). Your use of a Third-Party Service is governed by your agreement with that third party, not by this Agreement. We do not control and are not responsible for Third-Party Services, and their availability through the Services may change if a provider changes or discontinues its offering or its terms. If you enable an integration, you authorize us to exchange your relevant Customer Data with that Third-Party Service on your behalf.
12. Intellectual Property; Feedback
12.1 Our IP. We and our licensors own all right, title, and interest in and to the Services, the Documentation, our software, templates, designs, and all improvements and derivatives of them, and all intellectual property rights in the foregoing. No rights are granted to you except those expressly stated in this Agreement.
12.2 Feedback. If you give us suggestions, ideas, or other feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use that feedback for any purpose without restriction or compensation. Feedback is not your Confidential Information.
13. Confidentiality
13.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Your Confidential Information includes Customer Data; ours includes the Services' non-public features, security information, and pricing not publicly posted.
13.2 Obligations. The Recipient will (a) use the Discloser's Confidential Information only to perform under or exercise rights granted by this Agreement, (b) protect it with at least reasonable care, and (c) not disclose it except to employees, advisors, and subcontractors who need to know it and are bound by confidentiality obligations at least as protective as this Section.
13.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient, (b) was known to the Recipient without restriction before disclosure, (c) is independently developed without use of the Discloser's Confidential Information, or (d) is rightfully received from a third party without duty of confidentiality.
13.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law or court order, provided it gives the Discloser prompt notice (where legally permitted) and reasonable cooperation to contest or limit the disclosure.
13.5 Duration. Confidentiality obligations survive for five (5) years after termination of this Agreement, except for trade secrets, which remain protected for as long as they qualify as trade secrets.
14. Copyright Policy (DMCA and Notice-and-Notice)
14.1 Respect for copyright. We respect intellectual property rights and expect you to do the same. Content on tenant websites and within tenant accounts is the responsibility of the tenant that posted it.
14.2 Infringement notices. If you believe content hosted through the Services infringes your copyright, send a notice containing the information required by 17 U.S.C. § 512(c)(3) (or, in Canada, a notice under the Copyright Act's notice-and-notice regime) to our designated agent:
Copyright Agent, LeadQor Canada Inc.
[●agent name●] · [●mailing address●] · [●copyright@ email●]
[Counsel: register the DMCA designated agent with the U.S. Copyright Office before launch.]
14.3 Our response. We may remove or disable access to allegedly infringing material, forward notices to the responsible tenant, and accept counter-notifications where applicable.
14.4 Repeat infringers. We will terminate the accounts of repeat infringers in appropriate circumstances.
15. Beta Features
We may make Beta Features available to you, at no charge or otherwise, clearly identified as such. Beta Features are provided "AS IS," are excluded from any support commitments, may contain bugs, may be changed or discontinued at any time without notice, and may never become generally available. We may impose additional terms on specific Beta Features. Do not rely on Beta Features for production-critical work. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HAVE NO LIABILITY ARISING OUT OF OR RELATED TO BETA FEATURES.
16. Publicity
We will not publicly name you as a customer without your consent, except that if you use the White-Label Features on a public website we may factually identify the underlying technology where legally required. [Counsel/product: confirm whether a "powered by" attribution or customer-logo right is wanted; current product posture is white-label with no platform branding in tenant-facing surfaces.]
17. Suspension
17.1 When we may suspend. We may suspend your account, an Authorized User's access, or a specific feature (including Messaging Services and Payment Features), in whole or in part, if we reasonably determine that:
(a) you or an Authorized User is in material violation of the AUP or Section 10;
(b) undisputed Fees are more than 15 days overdue and remain unpaid 10 days after we notify you;
(c) your use poses a security risk to the Services or to any third party, or could subject us, our providers, or any third party to liability;
(d) suspension is required by law, by a governmental or law-enforcement demand, or by a telecom carrier, payment network, or other essential upstream provider; or
(e) your account shows signs of compromise or fraudulent use.
17.2 Scope and restoration. Suspension is a remedy distinct from termination: your subscription and this Agreement continue during a suspension, and Fees continue to accrue. We will (i) limit any suspension to the narrowest scope reasonably needed, (ii) notify you promptly (in advance where practicable), and (iii) restore access promptly once the cause is resolved. Suspension does not limit our termination rights under Section 18 or any other remedy.
18. Term and Termination
18.1 Term. This Agreement starts when you first accept it and continues until all Subscription Terms have expired or been terminated.
18.2 Termination by you. You may cancel your subscription at any time under Section 4.3 (effective at period end) and may terminate this Agreement for our uncured material breach under Section 18.3.
18.3 Termination for cause. Either party may terminate this Agreement if the other party materially breaches it and fails to cure the breach within 30 days after written notice (10 days for non-payment). We may also terminate immediately on written notice for your breach of Sections 1 (eligibility), 5.2 (restrictions), 10 (messaging), or the AUP where the breach is not reasonably curable or is repeated, or if required by law or an essential upstream provider.
18.4 Refund on our breach. If you terminate for our uncured material breach, we will refund you the prepaid Fees covering the remainder of the terminated Subscription Term after the effective date of termination. This is in addition to your other remedies, subject to Section 21.
18.5 Payment obligations survive. Termination or expiration does not relieve you of the obligation to pay Fees accrued or payable before (or, in the case of a for-cause termination by us, through the end of) the then-current Subscription Term. All payment obligations survive termination.
19. Effect of Termination; Data Export and Deletion
19.1 Access ends. On termination or expiration (including cancellation taking effect), your and your Authorized Users' rights to use the Services end, except as stated in this Section.
19.2 60-day read-only export window. For 60 days after termination or expiration, we will keep your account available in read-only mode so you can export your Customer Data using the self-serve, per-module export tools. During this window you can view and export data but cannot otherwise use the Services. We provide this window at no additional charge. If you need export assistance beyond the self-serve tools, contact support; assisted exports may be subject to reasonable fees.
19.3 Deletion. After the 60-day export window, we will delete your live Customer Data from the production Services, and your Customer Data will be purged from backups within a further 30 days (i.e., by approximately day 90 after termination) as backup media cycle. We may retain (a) Aggregated Data, (b) records we are legally required to keep (for example, tax, billing, and transaction records), and (c) minimal records reasonably necessary to establish, exercise, or defend legal claims — in each case subject to the DPA and applicable law.
19.4 Survival. Sections 2, 5.2, 6 (for accrued amounts), 7.2 (for transactions processed during the term), 9.3, 12, 13, 18.5, 19, 20, 21, 22, 23, 25, and 29, and any other provision that by its nature should survive, survive termination.
20. Warranty Disclaimer
20.1 Our commitment. We will use commercially reasonable efforts to make the Services available and to provide them with reasonable skill and care.
20.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 20.1, THE SERVICES, DOCUMENTATION, BETA FEATURES, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEADQOR AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT GUARANTEE ANY LEVEL OF UPTIME OR AVAILABILITY, AND NO SERVICE LEVEL AGREEMENT (SLA) APPLIES TO THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
20.3 Not professional advice. The Services include tools for bookkeeping, invoicing, tax fields, messaging, and marketing. These tools are not accounting, tax, legal, or compliance advice. You are responsible for your own professional advice and regulatory obligations.
20.4 Some jurisdictions. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in that case they apply to the maximum extent permitted.
21. Limitation of Liability
21.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR LEADQOR'S SUPPLIERS) WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STATUTE, OR OTHERWISE).
21.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO LEADQOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.
21.3 CARVE-OUTS. THE EXCLUSIONS IN SECTION 21.1 AND THE CAP IN SECTION 21.2 DO NOT APPLY TO: (a) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (b) YOUR PAYMENT OBLIGATIONS UNDER SECTIONS 6 AND 7; OR (c) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW (INCLUDING FOR FRAUD OR FRAUDULENT MISREPRESENTATION). [Counsel: confirm whether indemnification obligations (Section 22) and confidentiality/data breaches should also be carved out or subject to a separate super-cap.]
21.4 Basis of the bargain. The parties agree that this Section 21 reflects a reasonable allocation of risk given the self-serve, low-cost nature of the Services, and that the Fees would be materially higher without it. Multiple claims will not enlarge the cap.
22. Indemnification
22.1 By LeadQor (IP infringement). We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with this Agreement, infringe that third party's patent, copyright, or trademark, or misappropriate its trade secrets, and we will indemnify you against the damages, costs, and reasonable legal fees finally awarded against you (or agreed by us in settlement) for that claim. If such a claim arises or appears likely, we may, at our option: (a) procure the right for you to keep using the Services; (b) modify or replace the affected Services so they are non-infringing without material loss of functionality; or (c) if neither is commercially practicable, terminate the affected Services and refund prepaid, unused Fees. We have no obligation for claims arising from (i) Customer Data or your branding, (ii) combination of the Services with items not provided by us, (iii) modifications not made by us, (iv) use in violation of this Agreement or the Documentation, or (v) Beta Features or free trials. This Section 22.1 states our entire liability and your exclusive remedy for infringement claims.
22.2 By you. You will defend LeadQor, its affiliates, and their officers, directors, employees, and agents against any third-party claim (including by an End Customer, a message recipient, a regulator, a carrier, or a payment network) arising out of or related to:
(a) Customer Data and your content — its content, collection, use, or legality, including any claim that it infringes or violates a third party's rights;
(b) your End Customer relationships — your goods and services, your contracts with End Customers, your handling of their personal information, and the consent basis on which you collected and use their data;
(c) messaging campaigns — any SMS/MMS, voice, or email campaign or communication you or your Authorized Users send through the Services, including any alleged violation of the TCPA, CASL, CAN-SPAM, telemarketing, do-not-call, call-recording, or similar laws or carrier rules;
(d) your violation of the AUP or this Agreement; and
(e) your industry-specific regulatory obligations — compliance with the laws, licensing regimes, and professional rules that govern your business and industry (for example, medical-spa or health-services scope-of-practice, advertising, and record-keeping rules; home-services licensing; financial or insurance regulations),
and you will indemnify us against the damages, costs, and reasonable legal fees finally awarded against us (or agreed by you in settlement) for any such claim.
22.3 Procedure. The indemnified party must give the indemnifying party prompt written notice of the claim (delay excuses the obligation only to the extent it prejudices the defense), sole control of the defense and settlement (except that no settlement may impose liability or admissions on the indemnified party without its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own expense.
23. Export Controls and Sanctions
You represent and warrant that neither you nor any Authorized User is (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions administered by Canada, the United States, or the United Nations, or (b) listed on any Canadian, U.S., or other applicable sanctions or denied-parties list (including Canada's Special Economic Measures Act regulations and the U.S. OFAC SDN List). You will not use, export, re-export, or transfer the Services in violation of applicable export-control and sanctions laws, and you will not use the Services for any purpose prohibited by those laws.
24. Force Majeure
Neither party is liable for any delay or failure to perform (except payment obligations for Services already delivered) caused by events beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, utility or internet failures, denial-of-service attacks, and failures of upstream providers (including hosting, telecom carriers, and payment networks), provided the affected party uses commercially reasonable efforts to mitigate and resumes performance as soon as reasonably practicable.
25. Governing Law; Dispute Resolution
25.1 Governing law. This Agreement and any dispute arising out of or related to it are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
25.2 Courts. Subject to Section 25.3 (if adopted), the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, for all disputes arising out of or relating to this Agreement, and waive any objection to venue or forum non conveniens.
25.3 [OPTIONAL — OPEN COUNSEL DECISION: Arbitration for U.S. customers; class-action waiver.]
[Counsel to decide whether to include. Draft text if adopted:] If your principal place of business is in the United States, any dispute arising out of or relating to this Agreement that the parties cannot resolve informally will be finally resolved by binding arbitration administered by [●ADR Institute of Canada / ICDR / JAMS●] under its applicable rules, by one arbitrator, seated in Toronto, Ontario, conducted in English, with judgment on the award enforceable in any court of competent jurisdiction. Small-claims carve-out: either party may instead bring an individual claim in a small-claims court of competent jurisdiction if the claim qualifies. Either party may also seek injunctive relief in court for infringement or misuse of intellectual property or Confidential Information. Class waiver: all disputes will be resolved on an individual basis only; neither party may participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any representative proceeding. If the class waiver is found unenforceable as to a claim, that claim (and only that claim) must proceed in court.
[Counsel: weigh enforceability for B2B SMB customers, Ontario seat vs. U.S. venue, cost allocation, and whether a mutual informal-resolution/notice-of-dispute step should precede filing.]
25.4 Injunctive relief. Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
26. Changes to this Agreement
26.1 How we amend. We may update this Agreement from time to time. When we do, we will post the updated version with a new version number and effective date and update the "Last Updated" date above.
26.2 Material changes require your re-acceptance. If a change is material (for example, changes to pricing structure, the liability cap, data rights, or dispute resolution), we will notify you at least 30 days before it takes effect — by email and by in-app notice — and the change will not apply to you until you affirmatively re-accept the updated Agreement in-app. We record and retain the version number and timestamp of every acceptance for your account. If you do not accept a material change, the prior version continues to govern until the end of your then-current Subscription Term, after which continued renewal requires acceptance of the current version; you may cancel at any time under Section 4.3.
26.3 Non-material changes. Non-material changes (for example, clarifications, typo fixes, or changes required by law) take effect on posting, and your continued use after the stated effective date constitutes acceptance.
27. Assignment
You may not assign or transfer this Agreement, in whole or in part, without our prior written consent, and any attempted assignment without consent is void — except that you may assign this Agreement in its entirety, on written notice to us, to a successor of all or substantially all of your business or assets that is not a competitor of ours and is not domiciled in Quebec, provided the successor agrees in writing to be bound by this Agreement. We may assign this Agreement freely, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. This Agreement binds and benefits the parties and their permitted successors and assigns.
28. Notices
28.1 To you. We may give notices by email to your account email address, by in-app notification, or by posting within the Services. Notices are deemed given when sent or posted. Keep your account email current.
28.2 To us. Legal notices to LeadQor must be in writing and sent by email to [●legal@ email●] with a copy by courier or registered mail to: LeadQor Canada Inc., [●registered office address — pending incorporation●], Attn: Legal. Notices to us are deemed given on confirmed receipt.
29. General
29.1 Entire agreement. This Agreement — together with the AUP, the DPA, the Stripe Agreement flow-down described in Section 7, your Plan selection, and any documents expressly incorporated by reference — is the entire agreement between the parties regarding the Services and supersedes all prior and contemporaneous agreements, proposals, and communications, written or oral, on that subject. No terms in any purchase order or vendor-onboarding form you send us will apply, even if we sign or process it.
29.2 Severability. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or, if it cannot be, severed), and the remaining provisions remain in full force.
29.3 Waiver. A party's failure or delay in exercising any right is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance stated.
29.4 Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
29.5 No third-party beneficiaries. This Agreement is for the benefit of the parties only. It creates no rights in any other person, including Authorized Users or End Customers.
29.6 Interpretation. Headings are for convenience only. "Including" means "including without limitation." "Days" means calendar days unless stated otherwise. In the event of conflict, the order of precedence is: (1) the DPA (for personal-information processing), (2) the body of this Agreement, (3) the AUP, (4) the Documentation.
29.7 Counterparts; electronic acceptance. This Agreement may be accepted electronically, and electronic acceptance (including click-through) has the same force as a signed original.
30. Contact
LeadQor Canada Inc. [incorporation pending — confirm final legal name]
Registered office: [●address●]
General inquiries: [●hello@leadqor.com●]
Billing: [●billing@●]
Legal notices: [●legal@●]
Security reports: [●security@●]
Copyright agent: see Section 14.2
END OF DRAFT v1.0 — FOR LEGAL REVIEW — NOT YET IN FORCE. Placeholders marked [●] and all [bracketed counsel notes] must be resolved before publication. Companion documents referenced and still to be finalized: Acceptable Use Policy, Data Processing Addendum, Privacy Policy, pricing/fees disclosure page, and the DMCA agent registration.