Software Terms & Conditions

General Terms of Business

This contract sets out:

• your legal rights and responsibilities;
• our legal rights and responsibilities; and
• certain key information required by law.

In this contract:

Approved Users means any person or entity in respect of whom you have sought (and obtained) our permission and to whom you provide access to our Services, including any administrators or managers of your account.

‘Lead Hero’, ‘we’, ‘us’ or ‘our’ means KRO Projects Ltd., trading as “Lead Hero”;

the Customer, you or your means the entity or person indicated in the relevant section of the Service Order;

Customer Data means any content or data that you or your Authorised Users submit or transfer to Lead Hero using the Services;

Deliverables means the marketing and advertising reports, campaign strategy, analysis, statistics, content, source code and other materials which we will create for you through the Lead Hero Platform or other output of the Services;

Effective Date means the date that the Customer signs the Service Order;

Lead Hero Platform means the online marketing platform further described at Section ‎1.1 below;

Services means the Lead Hero Platform and insights, analytics, and other features we make available through our products and Services;

Service Improvement means work carried out by Lead Hero to improve the Services, including work in respect of benchmarking, text analytics, linkage analysis, attrition prediction, algorithm improvements, comment translation and the development and provision of additional services and functionality;

Service Order means those Lead Hero products, subscription levels or other Services selected and ordered by the Customer via the Lead Hero PRO Subscription order form, as found on our websites;

Subscription Term means a 30 day rolling contract, starting from the Effective Date;

Term means the length of time beginning on the Effective Date and ending on the last day of a then current Subscription Term (that has not been renewed.

If you have any questions about this contract or any purchases you have made, please contact us by sending an email to info@leadhero.ai

Who are we?

INTRODUCTION

We offer an online marketing platform (the “Lead Hero Marketing Suite”), which is a managed software and service that allows you to manage your leads and to communicate with your customers. Lead Hero is your central hub for all your marketing and sales, enabling you to track all your conversations from one place, get more reviews, integrate 3rd party software and automate your entire marketing strategy.

The Lead Hero Marketing Suite is offered through our websites, including https://leadhero.ai/, as well as through our mobile application “Lead Connector”, and any other website or mobile application owned, operated or controlled by us or our partners (we’ll collectively refer to these as the “Site,” and together with the Lead Hero Platform and insights, analytics, and other features we make available through our products and services, the “Services”).

If you subscribe to our Services you agree to be legally bound by these General Terms of Business.

When subscribing to our services on our site you also agree to be legally bound by our Saas Terms of Sale and any documents referred to in them.

YOUR PRIVACY AND PERSONAL INFORMATION

Our Privacy Policy is available at https://leadhero.ai/privacy

Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

In the course of using the Services, you or your Approved Users may transfer to us Customer Data containing personal data. You agree and consent to the use, transfer, processing, and storage of Customer Data in accordance with these Terms and any applicable law.

If you or your Approved Users are based in the European Union while using our Services, we will process your personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR) and the EU e-Privacy Directive (Directive 2002/58/EC).

If requested, we will execute the European Union Standard Contractual Clauses to facilitate the transfer of personal information to countries outside the European Union in accordance with Article 26(2) of the EU Data Protection Directive 95/46/EC.

Under no circumstances will Lead Hero be deemed a data controller with respect to Customer Data under any relevant law or regulation.

OUR SERVICES

Lead Hero Services. During the Term, we will provide you with the worldwide (subject to applicable export and import laws and regulations), non-exclusive, limited, non-transferable (except pursuant to a permitted assignee under these General Terms of Business), royalty-free right you to access the Lead Hero Platform and use the Services as described in your Service Order(s). You may order additional services at any time by contacting us. We will invoice you for any additional services you order after the start of the Term at the time those additional Services are ordered.

Changes to Services. We continually change and improve our Services. Lead Hero may alter the Services at any time without prior notice. We will provide you with reasonable prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change that results in a material decrease in functionality, you may terminate the Services under clause.

Suspension of Services. We may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If Lead Hero limits or suspends the Services, we will give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies or breach of contract, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.

We may suspend your access to or use of the Services if Customer is in material breach of these Terms or any Service Order (including but not limited to Customer’s failure to pay Lead Hero the fees for the Services, or sharing our unique IP eg. workflows, campaigns, email sequences with competitors, or if there is a conflict of interest).

Third party services. If you use any third party service with the Services (for example, a web browser or a web portal), you acknowledge that third party service may access or use the Customer Data. Lead Hero will not be responsible for any act or omission of the third party, including such third party’s use of Customer Data. Lead Hero does not warrant or support any such third party service, and you should contact that third party for any issues arising from your use of the third party service.

FEES AND PAYMENTS

Fees for Services. Our Services are billed on a subscription basis (Subscription) and you will be billed as set forth in the Service Order (Billing Cycle).

You agree to pay Lead Hero any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for those Services in the Service Order. Except as indicated in these Terms or required by law, fees paid by you are not refundable.

Automatic Renewal. Your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice during the current Subscription Term for that Service.

Any automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term.

Payment. Payment terms are set forth on the Service Order (or if not set forth on the Service Order, payment terms are 30 days) and all undisputed payments will be paid by Customer within the time period set forth on the Service Order. You agree to keep your billing and billing contact information current and accurate

Additional Charges:

For SMS, Voice Calling, Email and some Premium Triggers and Integrations, there may be additional billing. 

As of November 2022:

Phone System:

• Making Calls: $0.042/min
• Receiving Calls: $0.0255/min
• Text Messages: $0.0237 / segment
• $10 will give you about 240 outgoing calls, 390 incoming calls, and 420 segments

Email System:

• $0.003308/email
• $10 will give you about 3000 emails

What is a segment in SMS?

The size of an SMS segment refers to the maximum number of characters that can be included in a single SMS message.

In most countries, including the United States, the standard SMS character limit is 160 characters per segment. This means that a single SMS message can contain up to 160 characters, including spaces, punctuation, and special characters.

However, some languages, such as Arabic and Chinese, use characters that require more bits to encode and may have a lower maximum character limit per segment. For example, Chinese characters require two bytes to encode and have a maximum character limit of 70 per segment.

If a message exceeds the maximum character limit for a single segment, it will be split into multiple segments, and each segment will be charged as a separate SMS. Therefore, it's important for SMS marketers to keep their messages concise and within the character limit to avoid additional costs and potential confusion for recipients.

Taxes. Unless stated otherwise in the Service Order, all fees for Services exclude VAT. You are responsible for all other taxes or duties payable under applicable law relating to the Services provided under these Terms, including any penalties or interest.

CONFIDENTIALITY

In these Terms, Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances. Customer Data is the Customer’s Confidential Information. Confidential Information does not include any information that:

(a) is or becomes public through no fault of the Recipient;

(b) the Recipient already lawfully knew;

(c) was rightfully given to the Recipient by a third party free of any confidentiality duties or obligations; or

(d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.

Confidentiality obligations. The Recipient must:

(a) protect the Discloser’s Confidential Information using commercially reasonable efforts and no less than the same efforts it uses to protect its own Confidential Information;

(b) not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to keep it confidential;

(c) only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under these Terms; and

(d) ensure that its affiliates, employees, directors, contractors, agents and professional advisors only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under these Terms.

The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after it, if permitted by law:

(a) uses all reasonable efforts to notify the Discloser in writing;

(b) gives the Discloser the opportunity to challenge the requirement to disclose; and

(c) cooperates with the Discloser if the Discloser seeks an appropriate protective order.

INTELLECTUAL PROPERTY

Definition. In these Terms, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trademarks, service marks, domain names, good will and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.

Your Data. You retain all ownership and Intellectual Property Rights to Customer Data. Lead Hero does not claim ownership over any Customer Data. These Terms does not grant us any licences or rights to Customer Data except for the licences granted in clauses ‎6.3 and ‎6.4 below, or as otherwise required for us to provide the Services to you or your Approved Users.

LICENCE FOR SERVICES

For the Term of these Terms, you grant Lead Hero a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, or archive Customer Data for the purposes of providing the Services to you as contemplated by these Terms.

Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use any Deliverables which you can (and are authorised to) export through the functionality of the Services for your internal purposes (in each case subject to any Confidentiality Notices).

Licence for service improvement. You grant Lead Hero a worldwide, royalty free licence to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Customer Data for the purposes of Service Improvement and creating de-identified aggregated data (“Data Sets”). Data Sets may be made publicly available and may be used after termination of these Terms provided that such Data Sets cannot directly or indirectly identify the Customer or its Approved Users.

Customer feedback. If you provide us with any feedback associated with the Services, Lead Hero may use that feedback without any obligation to you.

Customer lists. Lead Hero may identify you (by name and logo) as a Lead Hero customer in promotional materials or during promotional events. You hereby grant Lead Hero a worldwide, royalty free licence to use your name, logos and trademarks only for this purpose. If you do not want your name and/or logo to be used in this way, please contact our Customer Success team.

Lead Hero Intellectual Property Rights. Nothing in these Terms or from your use of the Services grants you:

• ownership in the Services or the content (including Deliverables) you access through the Lead Hero Services (other than Customer Data); an
• any right to use any Lead Hero trademarks or other Intellectual Property Rights contained in our brand identity.
• any right to use Lead Hero workflows, templates, email sequences, nurture campaigns or other marketing copy

Lead Hero will continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. dashboard data or Deliverables), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products.

ACCOUNT MANAGEMENT

Account security and access. You are responsible for safeguarding any passwords or other credentials used to access your account on the Lead Hero Platform. Administrator or manager accounts may not be shared and may only be used by one individual per account. You are responsible for any activity occurring in your account (other than activity that Lead Hero is directly responsible for and is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to, or use of, your account, you should immediately notify us.

Customer Systems. You are responsible for maintaining and updating your operating systems, Internet browsers, anti-virus software, or other software that you or your Approved Users use to access and use the Services.

Adding additional Approved Users. By default, all Service Orders are for you as a single user. Should you wish to add additional Approved Users to your Lead Hero Platform account, you must request our permission first. See also section ‎9.3 for unauthorised access violations concerning users who may be our competitors.

CUSTOMER OBLIGATIONS

Legal Compliance. You must use the Services in compliance with, and only as permitted by, your internal company rules and any applicable law. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You must not use the Services in a way that would subject Lead Hero to any industry-specific regulations. You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.

Unacceptable uses - General

You are responsible for your conduct and the conduct of your Users. You must ensure that you and your Users do not:

• misuse the Services by spamming others;
• interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;
• circumvent or attempt to circumvent any limitations that Lead Hero imposes on your account (such as any User limits in a Service Order);
• probe, scan, or test the vulnerability of any Lead Hero system or network, unless with prior written authorization of Lead Hero;
• decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas or underlying user interface techniques in the Services or any of the software used to provide the Services, or attempt to do so;
• transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;
• engage in abusive or excessive use of the Services, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other customers and their users. Lead Hero will use reasonable efforts to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Lead Hero;
• use the Services to infringe the Intellectual Property Rights of others, or to commit any unlawful activity;
• attempt to circumvent any license, timing or use restrictions that are built into the Services; or
• unless authorized in writing by Lead Hero, lend, resell, lease or sublicense or otherwise use the Services for the benefit of a third party.

Unacceptable Uses – Unauthorised users and unauthorised access violations

When you subscribe to our services you are working with a team, gaining access to a support channel and benefiting from Lead Hero's unique IP, marketing strategies and workflows to help grow your business.

By using our software or receiving or services you understand that you are gaining exclusive access to our unique Intellectual Property Rights, including industry-specific copy, scripts, templates, pre-built workflows, training videos, tutorials and strategies that are unique to your industry. You agree not to disclose, copy or distribute our content or any Deliverables we create for you.

You agree not to add additional users which have not been approved by us, unless they are an integral part of your in-house team (third party services providers and other advisers or agents are strictly excluded and are required to be pre-approved by us). We reserve the absolute right to approve or reject any proposed additional users and we may, in our sole discretion, require any proposed additional users to sign non-disclosure, confidentiality and/or non-compete agreements with us.

Giving access to unauthorised parties that might constitute a conflict of interest (e.g., competing marketing agencies, consultants or freelancers) is strictly prohibited. We use sophisticated technology to track Users, IP locations and software behaviour. If you are found in violation of this contract, your account may be disabled and we may terminate our contract with you.

If you are looking to add a marketing agency, consultant or freelancer to your account please contact support to discuss your requirements.

Approved Users

You must ensure that your Approved Users comply with clauses ‎9.2 and ‎9.3.

You must not provide any person under the age of 16 with access to the Services, unless otherwise permitted by applicable law.

TERMINATION

If you or any of your Approved Users breach any subsection of clauses ‎9.2 and ‎9.3 or otherwise uses the Services in a manner that Lead Hero reasonably believes will cause Lead Hero liability or disrupt others’ use of the Services, then Lead Hero may close your account without further warning.

In line with our ethos "Freedom to Choose", we don't tie you in to a long-term agreement. Our Services will be provided to you on a monthly rolling basis (the “Subscription Term”) and you can cancel your Subscription Term with us by giving us a 30-day written notice in advance.

Upon expiration or termination of your Subscription Term you will no longer have access to our Services. Please be sure to save all relevant data you may have uploaded to our systems, as we cannot make guarantees this information will be saved by us.

Consequences of termination or expiry. In no event will expiration or termination of these Terms relieve you of any fees payable for the period prior to the date of termination.

Survival. The following clauses will survive the termination of these Terms: ‎4, ‎5, ‎10, ‎12,‎13, ‎14.3, ‎16.

WARRANTIES

Each party represents and warrants that it:

has full power and authority to enter into these Terms; and

will comply with all laws and regulations applicable to its provision or use of the Services.

INDEMNITIES

By Customer. You will indemnify, defend, and hold harmless Lead Hero and its affiliates from and against all liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of a third party claim regarding or in connection with:

Customer Data (including claims of Intellectual Property Rights infringement); and your or your Approved Users breach of clauses ‎9.2‎9.3.

By Lead Hero. Lead Hero will indemnify, defend, and hold you harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that the technology used to provide the Services to you infringes any Intellectual Property Rights of such third party; provided however, that Lead Hero will not have any obligations or liability under this clause arising from:

use of any Services in a modified form or in combination with materials not furnished or authorized by Lead Hero;

any content or data provided by you, your Approved Users, or any third parties; or

designs or specifications provided to Lead Hero by Customer that caused such claim.

Indemnity Procedures. A party seeking indemnification under these Terms will promptly notify the other party of the claim and cooperate with the other party in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defence, except that:

any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent (such consent not to be unreasonably withheld or delayed); and

the indemnified party may join in the defence with its own counsel at its own expense.

Nothing in these Terms will restrict or limit a party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under Clauses ‎12.1 and ‎12.2.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

Disclaimers. Except as expressly provided in these Terms and to the extent permitted by applicable law, neither party makes any warranties of any kind, express, implied, statutory, or otherwise, including those of merchantability, fitness for a particular purpose, and non-infringement. Lead Hero provides the services on an “as is” basis and, except as expressly provided in these Terms and to the extent permitted by applicable law, we make no representations regarding the availability, reliability, or accuracy of the Services or any portion thereof, or regarding any Customer Data or other content associated with your account.

Third Party Services. You acknowledge and agree that: (i) the availability of certain Services is subject to scheduled and occasional emergency maintenance; and (ii) certain Services are dependent upon third party service providers (such as Go HighLevel CRM, cloud service providers, Google and Amazon hosting services, etc.), and are subject to the terms we have with those service providers. We, therefore, assume no liability arising out of or in connection with the unavailability or slow performance of the Services attributable to such third parties. You further acknowledge that certain Services may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by us, you or third parties. You acknowledge that such risks are inherent in cloud services and that we shall have no liability for any such delays, interruptions, errors or other similar problems.

Exclusion of liability. To the extent permitted by applicable law, neither party will be liable for any lost profits, business interruption, replacement Services or any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with these Terms, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose, and regardless of the theory of liability.

Limitation of liability. To the extent permitted by applicable law, the aggregate liability of Lead Hero arising out of or in connection with these Terms will not exceed the total amounts paid or payable by you to Lead Hero under these Terms during the 12 months prior to the event giving rise to the liability or claim.

Exceptions to limitations. Clause ‎13.4 (Limitation of liability) does not apply to each party’s indemnification obligations set forth in clauses ‎12.1 and ‎12.2.

AMENDMENTS

Lead Hero may amend these Terms from time to time and the most current version will be posted on Lead Hero’s website. If an amendment is material, as determined in Lead Hero’s reasonable discretion, we will notify the Customer contact by email or when they next log in to your account. Except in the case of an amendment being made to satisfy legal requirements, we will provide you with advance notice of material amendments.

If an amendment has a material adverse impact on the data privacy or security of your Customer Data and you do not agree to the amendment, you may terminate the Agreement by notifying our Customer Success team within 30 days of receiving notice of the amendment or date of publication of the updated version (otherwise, you will have been deemed to have consented to the amendment).

The terms and conditions of the updated version of these Terms shall apply to all existing Service Orders and new Service Orders following the date of publication of the updated version.

OTHER TERMS

Assignment. Neither party may assign these Terms without the other party’s prior written consent (such consent not to be unreasonably withheld). However, both parties may assign these Terms without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of the party’s assets or its business to which the subject matter of these Terms relates. The terms of these Terms shall be binding upon the parties and their respective successors and permitted assigns. Any other attempt to transfer or assign these Terms or any rights or obligations under these Terms are void.

Entire agreement. These Terms, along with our Privacy Policy and any other notice or policy we may provide you, all as may be amended from time to time, constitutes the entire agreement between you and us regarding your use of our Services and supersedes all prior and contemporaneous written or oral agreements between you and us. You may be subject to additional terms and conditions that apply when you use or purchase other services or products from us, which we will provide to you at the time of such use or purchase.

Force majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, pandemic, health emergency or general internet disturbance) that was beyond the party’s reasonable control (except for payment of any money owed).

Independent contractors. The relationship between the parties is that of independent contractors, and not legal partners, employees, or agents of each other.

Interpretation. The use of the terms includes, including, such as and similar terms, will be deemed not to limit what else might be included.

No waiver. Except as provided herein, the failure by us to exercise a right or to require performance of an obligation under these Terms shall not affect our ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach. No failure to exercise, and no delay in exercising, on the part of us, any right or any power under these Terms shall operate as a waiver of that right or power, nor shall any single or partial exercise of any right or power under these Terms preclude further exercise of that or any other right granted to us herein.

Notices.

All notices must be in writing and will be deemed given when:

verified by written receipt, if sent by postal mail with verification of receipt service or courier;

received, if sent by mail without verification of receipt; or

when verified by automated receipt or electronic logs if sent by email.

Notices to Lead Hero must be sent to support@leadhero.ai and marked to the attention of Francis Rodino. Notices to you may be sent to the email address associated with the Customer contact details in the Service Order and/or the administrator of your account. You must keep the contact details associated with your account current and accurate by notifying Lead Hero’s Customer Success team when your contact details change. You may grant approvals, permission, extensions, and consents by email.

Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from these Terms and the remaining terms will remain in full effect.

Third party beneficiaries. There are no third party beneficiaries to these Terms. Your Approved Users are not third party beneficiaries to your rights under these Terms.

DISPUTES, GOVERNING LAW AND JURISDICTION

We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the digital content you purchased, our service to you or any other matter, please contact us as soon as possible using the contact details set out at the top of this page.

The laws of England and Wales apply to this contract, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country.

Any disputes will be subject to the exclusive jurisdiction of the English courts.