Terms of ServiceMaster Services Agreement
This Terms of Service (Master Services Agreement) governs access to and use of the LeadVector.ai platform and is entered into by and between Tijarat Sales LLC, a Texas limited liability company doing business as LeadVector.ai, with a principal place of business in Austin, Texas (“Provider”), and the individual or entity accepting this Agreement (“Subscriber”).
Acceptance: By clicking “I Agree,” creating an account, or otherwise accessing or using the Platform, Subscriber agrees to be bound by this Agreement. This Agreement is effective as of the date Subscriber first accepts it.
DEFINITIONS
Authorized Users
Employees, contractors, or agents of Subscriber authorized to access the Platform.
Subscriber Data
All data submitted to or processed through the Platform by or on behalf of Subscriber, including CRM data.
Outputs
Any data, scoring, recommendations, insights, or content generated by the Platform, including AI-generated outputs.
Order Form
Any ordering document, subscription plan, or online checkout accepted by Subscriber.
ACCESS AND USE OF THE PLATFORM
2.1License Grant
Provider grants Subscriber a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform for its internal business purposes.
2.2Authorized Users
Subscriber is responsible for (a) maintaining the confidentiality of login credentials, (b) all activities occurring under its account, and (c) ensuring that its Authorized Users comply with this Agreement.
2.3Restrictions
Subscriber shall not:
- ×Reverse engineer, decompile, or attempt to extract source code
- ×Use the Platform for unlawful purposes
- ×Resell or distribute Outputs as standalone lead lists
- ×Conduct benchmarking or competitive analysis without Provider's prior written consent
2.6Acceptable Use Policy
Subscriber shall comply with the acceptable use restrictions set forth in Exhibit C (Acceptable Use Policy).
PLATFORM FUNCTIONALITY AND AI PROCESSING
3.1Intelligence Engine
The Platform operates as an on-demand orchestration engine that identifies and validates prospective leads based on Subscriber Data.
3.3AI Processing
Subscriber acknowledges that the Platform uses artificial intelligence technologies, including third-party models, such as OpenAI and Google Gemini, to generate Outputs.
3.5AI Terms
Subscriber's use of Outputs is subject to the additional terms set forth in Exhibit B (AI Terms and Explainability).
DATA RIGHTS AND PRIVACY
4.1Ownership
Subscriber retains all rights, title, and interest in and to Subscriber Data.
4.2License to Provider
Subscriber grants Provider a non-exclusive, worldwide license to use, process, store, and transmit Subscriber Data solely to (a) provide the Platform and (b) improve and enhance the Platform.
4.6Security
Provider shall maintain commercially reasonable administrative, technical, and physical safeguards, including encryption of data at rest. Subscriber acknowledges that no system can be guaranteed to be completely secure.
PROPRIETARY RIGHTS
Provider retains all rights, title, and interest in and to the Platform, including all algorithms, models, scoring methodologies, and underlying technology.
FEES AND PAYMENT
Billing
Fees are billed in advance and are non-refundable
Price Changes
30 days prior notice required
Non-Payment
Provider may suspend access
TERM AND TERMINATION
- 7.2Termination for Convenience: Subscriber may terminate at any time; fees paid are non-refundable.
- 7.3Termination for Cause: Either party may terminate upon written notice if the other party materially breaches and fails to cure within 30 days.
- 7.5Effect of Termination: Upon termination, access ceases and Provider may delete Subscriber Data after 30 days.
WARRANTIES AND DISCLAIMERS
THE PLATFORM AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.
AI-SPECIFIC TERMS AND LIMITATIONS
9.1 Nature of Outputs
Outputs are generated using probabilistic models, are informational only, and may be incomplete, inaccurate, or outdated.
⚠️ 9.2 No Reliance & Assumption of Risk
Subscriber agrees that Outputs are not a substitute for Subscriber's independent business judgment and assumes all risks arising from its use of Outputs.
9.4 Subscriber Responsibility
Subscriber is solely responsible for (a) all decisions made based on Outputs, (b) all outreach and communications conducted using the Platform, and (c) compliance with applicable laws.
LIMITATION OF LIABILITY
Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:
The fees paid by Subscriber in the twelve (12) months preceding the claim
Ten Thousand Dollars ($10,000)
Provider shall not be liable for any indirect, incidental, consequential, special, or punitive damages.
INDEMNIFICATION
11.1 Subscriber Indemnity
Subscriber shall defend, indemnify, and hold harmless Provider from third-party claims arising out of Subscriber Data, use of the Platform, violation of applicable law, or use of Outputs.
11.2 Provider Indemnity
Provider shall defend Subscriber from third-party claims that the Platform infringes intellectual property rights (excluding claims arising from Subscriber Data or misuse).
GENERAL PROVISIONS
Exhibits
Data Processing Addendum
1. Roles
Subscriber is the data controller, and Provider is the data processor with respect to Subscriber Data.
3. Sub-Processors
Subscriber authorizes Provider to engage:
- • Membrane AI
- • RocketReach
- • OpenAI
5. Data Breach
Provider shall notify Subscriber of a confirmed Security Incident without undue delay and, where feasible, within 72 hours.
8. U.S. Privacy Compliance (CCPA)
Provider shall not (a) sell Subscriber Data, or (b) retain, use, or disclose Subscriber Data for any purpose other than providing the Platform.
AI Terms and Explainability
2. Explainability Framework
Evaluates alignment with defined criteria
Analyzes behavioral indicators
Assesses account-level attributes
Human Oversight
Subscriber retains full responsibility for reviewing and validating Outputs prior to use.
Acceptable Use Policy
🚫 1. Prohibited Uses
- •Use the Platform to generate or distribute bulk lead lists for resale
- •Use the Platform for non-business or non-B2B prospecting in violation of applicable law
- •Send communications in violation of applicable marketing, privacy, or anti-spam laws
- •Reverse engineer, decompile, or attempt to derive the underlying algorithms or models
- •Share login credentials with unauthorized third parties