Lead Generation Services: Comprehensive Terms and Conditions

Effective Date: June 24, 2025

These Terms and Conditions (“T&Cs”) constitute a legally binding agreement between Lead Horse, a Georgia corporation, and any client (“Client” or “you”) engaging with Provider for lead generation services. By engaging with our services, including but not limited to executing a Lead Generation Services Agreement (the “Agreement”) with Provider, Client explicitly agrees to be bound by these T&Cs, which are incorporated by reference into the Agreement.

1. Services Provided and Lead Definition

1.1. Scope of Services: Provider specializes in generating prospective customer leads (“Leads”) through various digital advertising and marketing methodologies. The specific quantity, type, and targeting parameters for Leads will be defined in a separate, executed Agreement.

1.2. Lead Definition: A “Lead” is defined as an individual who has voluntarily expressed interest in Client’s specified products or services through Provider’s advertising efforts, providing at a minimum: Name, valid contact information (email and/or phone number), and explicit interest via a form submission or direct inquiry.

1.3. No Guarantee of Lead Quality or Conversion: Client acknowledges and expressly agrees that Provider’s role is strictly limited to the generation and delivery of Leads as defined. Provider makes no warranties, express or implied, regarding the quality, readiness to purchase, accuracy of provided information (beyond actively verified fields), solvency, or ultimate conversion rate of any Lead. Leads are provided “as-is,” and Provider is not responsible for Client’s inability to contact, qualify, or convert any Lead.

2. Payment Terms, Delivery, and Non-Refundable Fees

2.1. Upfront Payment: Client shall pay Provider for Leads in advance, as stipulated in the separate Agreement. All funds will be held by a mutually agreed-upon secure escrow service (or similar mechanism detailed in the Agreement).

2.2. Escrow Release: Funds will be released from escrow to Provider in increments upon the verifiable delivery of Leads to Client, as specified in the Agreement (e.g., increments of five Leads).

2.3. Non-Refundable Fees: All payments, once Leads are delivered and funds are released from escrow, are strictly non-refundable. No refunds, credits, or chargebacks will be issued for delivered Leads under any circumstances, including, without limitation, Client’s inability to contact, qualify, or convert a Lead, changes in Client’s business operations, or market conditions.

2.4. Late Payments: Should any invoice for services or outstanding balances not subject to upfront escrow payment become due and payable, Client agrees to pay Provider within thirty (30) days of the invoice date. Any payments not received by the due date shall accrue interest at the rate of three percent (3%) per month or the maximum rate permitted by law, whichever is lower, calculated from the invoice due date until paid in full. Provider reserves the right to suspend all services and withhold delivery of any further Leads or materials until all outstanding amounts are paid in full. Provider shall not be liable for any damages, losses, or liabilities arising from such suspension or withholding due to Client’s non-payment. Client shall be responsible for all costs of collection, including reasonable attorneys’ fees.

3. Lead Delivery Timelines and Volume Disclaimers 3.1. Variable Delivery: Lead delivery is inherently variable and dependent upon numerous external factors beyond Provider’s reasonable control, including but not limited to:
a. Market demand and competitive landscape.
b. Performance of third-party advertising platforms (e.g., Google, Meta).
c. Target audience responsiveness and saturation.
d. Seasonal trends and economic conditions.
e. Unforeseen technical issues or platform changes.

3.2. No Guarantees of Volume or Pace: Provider explicitly makes no express or implied guarantees regarding specific delivery timelines (e.g., daily, weekly, or monthly quotas), minimum or maximum volumes of Leads, or the speed at which Leads will be delivered. Provider shall not be liable for any delays, fluctuations, or perceived lack of volume in Lead delivery. Client acknowledges that Lead generation is an iterative process, and results can vary.

4. Client Obligations and Compliance

4.1. Legal and Ethical Use: Client is solely and exclusively responsible for ensuring that its acquisition, use, storage, processing, and communication with all Leads comply with all applicable local, state, and federal laws, regulations, and industry guidelines. This includes, without limitation, the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, Children’s Online Privacy Protection Act (COPPA), General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and any other relevant data privacy, telemarketing, unsolicited communications, consumer protection, or real estate licensing laws. Client must obtain all necessary consents and disclosures from Leads before engaging in any communication.

4.2. No Resale or Sharing: Leads provided by Provider are for the exclusive and internal use of Client only. Client is strictly prohibited from reselling, licensing, distributing, transferring, sharing, or otherwise making Leads available to any third party (including, but not limited to, other realtors, brokers, or affiliates) without Provider’s express prior written consent, which may be withheld in Provider’s sole discretion. Any breach of this clause shall constitute a material breach of the Agreement.

4.3. Independent Verification: Client is solely responsible for verifying the accuracy of information provided by Leads and for conducting its own due diligence, background checks, and qualification processes before engaging with or transacting with any Lead.

4.4. Sales Process Responsibility: Client is solely responsible for its entire sales process, including but not limited to: follow-up cadence, communication methods, sales scripts, sales personnel, product/service quality, pricing, and the ultimate conversion or profitability of any Lead. Provider has no involvement, control, or responsibility over Client’s sales activities or outcomes.

4.5. Opt-Out and Do-Not-Contact Lists: Client is solely responsible for maintaining and honoring its own “Do Not Call,” “Do Not Text,” “Do Not Email,” and other “Do Not Contact” lists, and for promptly honoring all opt-out or removal requests from Leads in compliance with all applicable laws and regulations.

4.6. Provided Materials: Client warrants that all assets, concepts, materials, specifications, information, and instructions provided by Client or its agents for use by Provider (e.g., ad copy, images, landing page content) may be exploited by Provider pursuant to the Agreement and any applicable Statement of Work, including on the Internet, without violating any laws and without violating or infringing any intellectual property rights, privacy rights, publicity rights, or any other rights of any third parties. Client shall be solely responsible for obtaining any necessary licenses, permissions, or clearances for such materials. Provider reserves the right to reject any Client-provided material it deems inappropriate, offensive, or potentially unlawful.

5. Intellectual Property Rights

5.1. Provider Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents, related to Provider’s lead generation methodologies, advertising strategies, algorithms, systems, software, internal processes, and any underlying technology used to generate Leads remain the exclusive property of Provider.

5.2. Client Ownership of Delivered Leads: Upon full and complete payment for Leads, Client shall obtain ownership of the specific Lead data delivered by Provider. However, this ownership pertains solely to the raw data of the individual Lead contact information and stated interest, and does not extend to Provider’s proprietary methods or systems used to generate such Leads.

5.3. No Right to Reverse Engineer: Client agrees not to, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any of Provider’s software, systems, or methodologies.

6. Disclaimers

6.1. “AS IS” Basis: THE SERVICES AND LEADS PROVIDED BY PROVIDER ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE.

6.2. NO IMPLIED WARRANTIES: PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENTNESS OF DATA.

6.3. NO WARRANTY OF UNINTERRUPTED SERVICE: PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. 7. Limitation of Liability
7.1. EXCLUSIVITY OF REMEDY: CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT OR FOR ANY DAMAGE ARISING FROM THE SERVICES OR LEADS PROVIDED BY PROVIDER SHALL BE LIMITED TO THE REPLACEMENT OF THE SPECIFIC LEAD(S) IDENTIFIED AS DEFECTIVE ACCORDING TO A MUTUALLY AGREED-UPON DEFINITION OF DEFECTIVE LEAD (IF ANY, AS DETAILED IN THE AGREEMENT), OR, AT PROVIDER’S SOLE DISCRETION, A REFUND OF THE AMOUNT PAID BY CLIENT FOR THOSE SPECIFIC, PROVEN DEFECTIVE LEAD(S).

7.2. MAXIMUM LIABILITY: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PROVIDER’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE LEADS PROVIDED, REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, NEGLIGENCE, STATUTORY, OR OTHERWISE), SHALL BE STRICTLY LIMITED TO THE LESSER OF: (A) THE TOTAL AMOUNT PAID BY THE CLIENT TO PROVIDER FOR THE SPECIFIC LEADS GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) FIVE HUNDRED UNITED STATES DOLLARS ($500.00).

7.3. EXCLUSION OF INDIRECT DAMAGES: IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTED BUSINESS, DAMAGE TO REPUTATION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE).

7.4. NO LIABILITY FOR CLIENT ACTIONS: Provider shall not be liable for any damages, losses, or liabilities arising from or related to Client’s actions, omissions, or interactions with Leads, including but not limited to any legal violations, misrepresentations, or failures in Client’s sales or follow-up processes.

7.5. APPLICABILITY: THE FOREGOING LIMITATIONS, WAIVERS, AND EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL NOT APPLY WITH RESPECT TO PROVIDER’S INDEMNIFICATION OBLIGATIONS FOR GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, AS SPECIFIED IN SECTION 10.

8. Confidential Information and Non-Solicitation

8.1. Definition: “Confidential Information” means any non-public information, whether oral, written, electronic, or otherwise, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. This includes, but is not limited to, Provider’s methodologies, pricing, unselected concepts, advertising strategies, trade secrets, and Client’s customer lists, business affairs, and financial information. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

8.2. Obligations: The Receiving Party agrees to protect the Confidential Information of the Disclosing Party with the same degree of care it uses to protect its own similar confidential information, but in no event less than a reasonable degree of care. Confidential Information shall be used solely for the purpose of performing the Receiving Party’s obligations or exercising its rights under the Agreement.

8.3. Non-Solicitation: During the term of the Agreement and for a period of twenty-four (24) months following its termination, neither Party shall directly or indirectly solicit for employment or engagement as an independent contractor any employee, independent contractor, or consultant of the other Party who was involved in the performance of services under the Agreement. This provision does not prohibit general solicitations not specifically targeted at the other Party’s personnel (e.g., general job postings).

9. Term and Termination

9.1. Term: The term of the Agreement shall be as specified in the executed Agreement. Unless otherwise specified, the Agreement shall continue until all purchased Leads are delivered.

9.2. Termination: The termination terms of the Agreement shall be as specified in the executed Agreement.

9.3. Termination for Cause: Either Party may terminate the Agreement immediately upon written notice if the other Party materially breaches any provision of the Agreement or these T&Cs and fails to cure such breach within thirty (30) days after receiving written notice thereof.

9.4. Effect of Termination: Upon termination, Client shall immediately cease all use of Provider’s services and return or destroy (at Provider’s option) any Confidential Information. Client’s obligations regarding confidentiality, indemnification, limitation of liability, and non-solicitation shall survive the termination of the Agreement. Any fees due to Provider shall be prorated through the effective date of termination, and Client shall only be obligated to pay any and all fees, costs, and expenses accrued through the date of termination, subject to any early termination liabilities outlined in Section 9.3. Client shall hold Provider harmless from any unavoidable out-of-pocket expenses resulting from any non-cancelable contracts made on Client’s authorization and still existing as of the termination hereof, which contracts were not or could not be assigned by Provider to Client or someone designated by Client.

10. Indemnification 10.1. Client Indemnification: Client agrees to indemnify, defend (at its sole cost and expense), and hold harmless Provider, its affiliates, shareholders, officers, directors, agents, and employees (collectively, “Provider Parties”), from and against any and all claims, demands, suits, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and expert witness fees) (collectively “Losses”), which may be incurred by Provider Parties as a result of any claim, demand, suit, or proceeding (“Claim”) made or brought against Provider Parties based upon or arising out of or in connection with:
a. Client’s acquisition, use, storage, processing, or communication with the Leads, including any alleged violation of TCPA, CAN-SPAM Act, GDPR, CCPA, or any other data privacy, telemarketing, or consumer protection laws.
b. Any breach or alleged breach by Client of any term, warranty, or covenant contained in the Agreement or these T&Cs.
c. Client’s gross negligence, fraud, willful misconduct, or misrepresentations.
d. Allegations of intellectual property or proprietary rights infringement, dilution, or misappropriation with respect to any materials, content, or instructions provided by Client to Provider.
e. Any claims made by a Lead or any third party arising from Client’s interactions with, or processing of, the Leads. 10.2. Provider Indemnification: Provider agrees to indemnify, defend (at its sole cost and expense), and hold harmless Client, its affiliates, shareholders, officers, directors, agents, and employees from and against any Losses which may be incurred by Client as the result of any Claim based upon or arising out of or in connection with:
a. The gross negligence, fraud, or willful misconduct of a Provider Party.
b. Allegations of intellectual property or proprietary rights infringement, dilution, or misappropriation to the extent arising solely from Provider Parties’ direct provision of services hereunder (excluding any Client-provided materials).

10.3. Indemnification Conditions: Each Party’s indemnification obligations are conditioned upon the indemnified Party: (x) giving the indemnifying Party prompt written notice of any Claim for which indemnity is sought, but solely to the extent such delay prejudices the defense of such Claim; (y) granting complete control of the defense and settlement to the indemnifying Party, provided that the indemnifying Party will not acquiesce to any judgment or settlement which may have a material adverse effect upon the indemnified Party without such indemnified Party’s express written consent and the indemnified Party being allowed to participate in the defense and/or settlement negotiations thereof through counsel of its choosing (at such indemnified Party’s own expense); and (z) reasonably cooperating with the indemnifying Party, at the indemnifying Party’s expense, in defense and settlement of such Claim.

11. Governing Law, Jurisdiction, and Dispute Resolution

11.1. Governing Law: This Agreement and these T&Cs shall be interpreted and construed in accordance with the laws of the State of [Your State, e.g., Georgia], without regard to its conflict of laws principles.

11.2. Exclusive Jurisdiction: Any and all disputes, claims, or controversies arising out of or relating to this Agreement or these T&Cs, or the breach, termination, or invalidity thereof, shall be resolved exclusively in the state or federal courts sitting in [Your County, Your State, e.g., Fulton County, Georgia]. Client irrevocably consents to the personal jurisdiction of such courts.

11.3. Attorneys’ Fees: In the event of any litigation or arbitration arising from this Agreement or these T&Cs, the prevailing party shall be entitled to recover all reasonable costs and expenses incurred, including but not limited to, reasonable attorneys’ fees, expert witness fees, and court costs.

12. Force Majeure

Neither Party shall be liable for any delay or failure in performance under this Agreement (excluding payment obligations) to the extent caused by acts or events beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, epidemics, pandemics, governmental regulations imposed after the fact, natural disasters, strikes, lockouts, work stoppages, communication line failures, power failures, or denial of service attacks. The Party affected by such event shall provide prompt notice to the other Party and shall use commercially reasonable efforts to mitigate the effect of the event. The time for performance shall be extended for a period equal to the duration of the Force Majeure event.

13. Independent Contractor Relationship

Provider shall at all times act solely as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between Provider and Client. Provider is not authorized and has no power to represent or bind Client in any manner whatsoever. Provider is solely responsible for all its employees, contractors, taxes, and benefits.

14. Severability

The provisions of this Agreement and these T&Cs are severable. If any provision is found to be illegal, invalid, or unenforceable, in whole or in part, the remaining provisions and any partially enforceable provisions will remain binding and enforceable to the fullest extent permitted by law. The Parties agree that such invalid or unenforceable provision will be deemed revised and amended in such minimal manner as will render it valid and legally effective and consistent with the original intent.

15. Entire Agreement

This Agreement, together with these Terms and Conditions and any executed Statements of Work (if applicable), constitutes the sole and entire agreement between Provider and Client with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral statements, promises, understandings, or agreements. The Parties acknowledge that this Agreement has not been entered into under duress, and both parties have had an adequate opportunity to review this Agreement with counsel. This Agreement can only be altered, amended, or modified by a written agreement signed by both Provider and Client.

16. Waiver

The waiver by either Party of any breach of any provision of this Agreement or these T&Cs shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision.

17. Assignment

Provider may assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party. Notwithstanding the foregoing, Provider may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to the services provided hereunder.

18. Headings

Headings used in these T&Cs are for convenience only and shall not be considered in construing or interpreting this Agreement.

19. Notices

Any and all notices required or permitted hereunder shall be sent by certified mail, return receipt requested, or by recognized overnight courier (e.g., FedEx, UPS) to the addresses of the Parties specified in the Agreement, or to such other address as a Party may designate by written notice. Notices shall be deemed effective upon receipt.

20. Electronic Signatures

The Parties agree that electronic signatures, including those executed via platforms like DocuSign or Adobe Sign, shall have the same legal force and effect as manual wet ink signatures.