Terms and Conditions
Effective Date: September 1, 2026
These Terms and Conditions (these “Terms“) constitute a legally binding agreement between BCS Investment Group, LLC, a Florida limited liability company doing business as Smart Leads USA (“Smart Leads USA,” “we,” “us,” or “our“), and you (“Customer,” “you,” or “your“), governing your access to and use of the Smart Leads USA software-as-a-service platform and printing services. By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.
Article 1 — Definitions
I. “Account” means the Customer account created to access and use the Service.
II. “Annual Subscription Fee” means the annual subscription fee charged to Customer for access to the Service, as further described in Article 4.
III. “Confidential Information” means all non-public information disclosed by one Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
IV. “Customer Content” means all data, information, text, images, graphics, designs, and other content that Customer uploads, submits, or otherwise makes available through the Service, including all content used in designing Mailers.
V. “Effective Date” means the date on which Customer first accesses the Service or creates an Account, whichever occurs first.
VI. “Intellectual Property Rights” means all worldwide rights under patent, copyright, trademark, trade secret, and other proprietary rights, whether registered or unregistered.
VII. “Mailer” or “Mailers” means printed direct mail pieces designed by Customer using the SaaS Platform and optionally purchased from Smart Leads USA for printing and mailing services.
VIII. “Party” or “Parties” means Smart Leads USA and Customer individually or collectively, as applicable.
IX. “SaaS Platform” means the proprietary software-as-a-service platform provided by Smart Leads USA that enables Customer to design Mailers.
X. “Service” or “Services” means the SaaS Platform and the printing, production, and mailing services offered by Smart Leads USA, collectively.
XI. “Subscription Period” means each twelve (12) month period during which Customer maintains an active Account, with each period ending on the nearest month anniversary of the Effective Date or the prior Subscription Period end date, as applicable.
Article 2 — Service Description and Access
I. SaaS Platform. Smart Leads USA grants Customer a non-exclusive, non-transferable, revocable right to access and use the SaaS Platform during the term of these Terms solely for the purpose of designing Mailers for Customer’s internal business purposes.
II. Printing and Mailing Services. Customer may, at its sole discretion, purchase printing and mailing services from Smart Leads USA for Mailers designed using the SaaS Platform. Such services are optional and subject to additional fees as set forth in Article 4.
III. Account Registration. Customer must create an Account to access the Service. Customer agrees to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
A. Account Security. Customer is responsible for maintaining the confidentiality of Account credentials and for all activities that occur under the Account.
B. Authorized Users. Customer may permit authorized employees, agents, or contractors to access the Service through Customer’s Account, provided that Customer remains responsible for all such users’ compliance with these Terms.
IV. Acceptable Use. Customer agrees to use the Service only for lawful purposes and in accordance with these Terms. Customer shall not:
A. Use the Service in any manner that violates any applicable federal, state, local, or international law or regulation, including but not limited to the Florida Deceptive and Unfair Trade Practices Act, Florida Statutes Chapter 501, Part II, the Federal Trade Commission Act, the CAN-SPAM Act, and the Telephone Consumer Protection Act;
B. Use the Service to transmit, or procure the sending of, any advertising or promotional material that is deceptive, misleading, fraudulent, or harassing;
C. Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which may harm Smart Leads USA or users of the Service;
D. Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service;
E. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the servers on which the Service is stored, or any server, computer, or database connected to the Service;
F. Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service;
G. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
H. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the SaaS Platform; or
I. Remove, alter, or obscure any proprietary notices on the Service.
V. Availability. Smart Leads USA will use commercially reasonable efforts to make the Service available on a twenty-four (24) hour, seven (7) day per week basis, subject to scheduled maintenance and unscheduled downtime. Smart Leads USA does not guarantee uninterrupted or error-free operation of the Service.
Article 3 — Customer Content and Mailer Compliance
I. Customer Content Ownership. Customer retains all Intellectual Property Rights in and to Customer Content. By uploading or submitting Customer Content to the Service, Customer grants Smart Leads USA a non-exclusive, worldwide, royalty-free license to use, reproduce, store, modify, and display Customer Content solely to the extent necessary to provide the Service and fulfill Customer’s orders for Mailers.
II. Customer Content Responsibilities. Customer represents, warrants, and covenants that:
A. Customer owns or has obtained all necessary rights, licenses, consents, and permissions to use and authorize Smart Leads USA to use Customer Content as contemplated by these Terms;
B. Customer Content does not and will not infringe, misappropriate, or violate any third party’s Intellectual Property Rights, privacy rights, publicity rights, or other proprietary or legal rights;
C. Customer Content does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
D. Customer Content does not violate any applicable law, regulation, or industry standard, including but not limited to laws governing advertising, marketing, consumer protection, privacy, data security, and direct mail;
E. Customer Content and any Mailers printed therefrom comply with all requirements of the Florida Deceptive and Unfair Trade Practices Act, the Federal Trade Commission Act, the CAN-SPAM Act, and any other applicable consumer protection, anti-spam, telemarketing, or direct marketing laws and regulations;
F. Customer has obtained all necessary consents and permissions to mail materials to the recipients identified in Customer’s mailing lists, including compliance with the CAN-SPAM Act and any applicable state do-not-mail or do-not-contact registries; and
G. Customer Content does not contain false, misleading, or deceptive statements or representations.
III. Prohibited Content. Customer shall not upload, submit, or use Customer Content that:
A. Promotes or facilitates illegal activities, including but not limited to fraud, money laundering, or the sale of illegal goods or services;
B. Contains hate speech, discriminatory content, or content that promotes violence or harm against individuals or groups;
C. Violates the privacy or publicity rights of any third party;
D. Infringes upon the Intellectual Property Rights of any third party; or
E. Is otherwise unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or objectionable.
IV. Direct Mail Compliance. Customer acknowledges and agrees that Customer is solely responsible for ensuring that all Mailers designed and ordered through the Service comply with all applicable federal, state, and local laws and regulations governing direct mail marketing, including but not limited to:
A. Accurate and non-deceptive representations regarding the sender’s identity, the nature of the offer, and any terms and conditions;
B. Clear and conspicuous disclosures required by law;
C. Compliance with list hygiene and suppression requirements, including honoring opt-out requests and maintaining do-not-mail lists;
D. Compliance with the CAN-SPAM Act if Mailers contain commercial electronic mail addresses or promote electronic mail communications; and
E. Compliance with all applicable privacy laws, including obtaining necessary consents for the collection, use, and disclosure of personal information.
V. Content Monitoring and Removal. Smart Leads USA reserves the right, but has no obligation, to monitor, review, or remove Customer Content that Smart Leads USA, in its sole discretion, determines violates these Terms or applicable law. Smart Leads USA may refuse to print or mail any Mailer that Smart Leads USA reasonably believes violates these Terms, applicable law, or third-party rights.
VI. Indemnification for Customer Content. Customer agrees to indemnify, defend, and hold harmless Smart Leads USA, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to Customer Content, Customer’s use of the Service, or Customer’s breach of the representations, warranties, and covenants set forth in this Article 3.
Article 4 — Fees, Payment, and Annual Subscription Fee Treatment
I. Annual Subscription Fee. Customer agrees to pay the Annual Subscription Fee for each Subscription Period.
A. Timing and Billing. The Annual Subscription Fee shall be charged at the end of each twelve (12) month Subscription Period. The first Subscription Period shall commence on the Effective Date and end on the twelve (12) month anniversary of the Effective Date. Each subsequent Subscription Period shall commence immediately following the end of the prior Subscription Period and shall end on the on the twelve (12) month anniversary.
B. Application of Annual Subscription Fee. The Annual Subscription Fee may be applied in one of the following two ways, at Customer’s election:
1. SaaS Access Credit. The Annual Subscription Fee may be applied toward the cost of accessing and using the SaaS Platform during the applicable Subscription Period; or
2. Mailer Cost Credit. The Annual Subscription Fee may be applied as a credit toward the cost of Mailers purchased from Smart Leads USA during the applicable Subscription Period, subject to the limitations set forth in Section IV B below.
C. Election of Application. Customer shall elect the application method for each Subscription Period’s Annual Subscription Fee by providing written notice to Smart Leads USA no later than thirty (30) days prior to the end of the applicable Subscription Period. Written notice may be in the for of self-serve order, order placed with sales representative, or automated by the Customer. If Customer fails to timely elect, the Annual Subscription Fee shall be applied toward SaaS Access Credit by default.
D. Non-Refundable. The Annual Subscription Fee is non-refundable except as expressly provided in Article 7.
II. Mailer Fees. In addition to the Annual Subscription Fee, Customer may purchase Mailers from Smart Leads USA at the then-current rates published by Smart Leads USA or as separately agreed in writing.
A. Pricing. Pricing for Mailers includes the cost of printing, production, and mailing services. All prices are stated in United States Dollars and are exclusive of applicable taxes.
B. Estimates and Quotes. Smart Leads USA will provide Customer with a written estimate or quote for each Mailer order upon request. Estimates are valid for thirty (30) days unless otherwise specified.
C. Order Acceptance. Smart Leads USA reserves the right to accept or reject any Mailer order in its sole discretion.
III. Payment Terms. All fees are due and payable in accordance with the payment terms specified in the applicable invoice or as otherwise agreed in writing.
A. Payment Methods. Customer shall pay all fees by credit card, debit card, ACH transfer, or other payment method approved by Smart Leads USA.
B. Late Payment. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.
C. Taxes. Customer is responsible for all sales, use, excise, value-added, and other taxes (excluding taxes based on Smart Leads USA’s net income) arising out of or related to the Service or these Terms. If Smart Leads USA is required to collect or remit such taxes, the applicable amount shall be invoiced to and paid by Customer.
IV. Price Increases and Postage Adjustments. Smart Leads USA reserves the right to modify its pricing for the Service, including the Annual Subscription Fee and Mailer fees, upon thirty (30) days’ prior written notice to Customer.
A. Annual Subscription Fee Increases. Any increase to the Annual Subscription Fee shall apply to Subscription Periods commencing on or after the effective date of the increase.
B. Postage Rate Adjustments. Mailer fees are subject to adjustment to reflect changes in United States Postal Service postage rates and regulations. Smart Leads USA may adjust Mailer fees to reflect current postage rates without prior notice. Any Annual Subscription Fee credit applied toward Mailer costs shall be subject to then-current postage rates and pricing at the time of Mailer purchase and fulfillment.
C. Customer’s Right to Terminate. If Customer does not agree to a price increase, Customer may terminate these Terms in accordance with Article 8 prior to the effective date of the increase.
V. Disputed Charges. Customer must notify Smart Leads USA in writing of any disputed charges within thirty (30) days of the invoice date. Failure to dispute a charge within such period shall constitute acceptance of the charge.
Article 5 — Intellectual Property Rights
I. Smart Leads USA Intellectual Property. Smart Leads USA retains all right, title, and interest in and to the Service, the SaaS Platform, and all Intellectual Property Rights therein. Customer acknowledges that the Service and SaaS Platform contain proprietary and confidential information that is protected by applicable Intellectual Property Rights and other laws.
II. License Grant. Subject to Customer’s compliance with these Terms, Smart Leads USA grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of these Terms solely for Customer’s internal business purposes.
III. Restrictions. Customer shall not, and shall not permit any third party to:
A. Copy, modify, or create derivative works of the Service or SaaS Platform;
B. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or SaaS Platform to any third party;
C. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Service or SaaS Platform;
D. Bypass or breach any security device or protection used by the Service or SaaS Platform;
E. Remove, alter, or obscure any proprietary notice on the Service or SaaS Platform; or
F. Use the Service or SaaS Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party.
IV. Feedback. If Customer provides Smart Leads USA with any feedback, suggestions, or recommendations regarding the Service (“Feedback“), Smart Leads USA shall own all right, title, and interest in and to such Feedback and may use and incorporate such Feedback into the Service without obligation or compensation to Customer.
V. Customer Trademarks. Customer grants Smart Leads USA a limited, non-exclusive, royalty-free license to use Customer’s trademarks, service marks, trade names, and logos solely to the extent necessary to perform the Services and fulfill Customer’s Mailer orders.
Article 6 — Confidentiality
I. Confidential Information. Each Party agrees to hold the other Party’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, except as expressly permitted by these Terms.
II. Use of Confidential Information. Each Party agrees to use the other Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms.
III. Exceptions. The obligations set forth in this Article 6 shall not apply to any Confidential Information that:
A. Was known to the receiving Party prior to disclosure by the disclosing Party without breach of any obligation of confidentiality;
B. Is or becomes publicly available through no breach of these Terms by the receiving Party;
C. Is rightfully received by the receiving Party from a third party without breach of any obligation of confidentiality;
D. Is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or
E. Is required to be disclosed by law, regulation, or court order, provided that the receiving Party provides the disclosing Party with prompt written notice of such requirement and cooperates with the disclosing Party in seeking a protective order or other appropriate relief.
IV. Return or Destruction. Upon termination or expiration of these Terms, or upon the disclosing Party’s written request, the receiving Party shall promptly return or destroy all Confidential Information of the disclosing Party in the receiving Party’s possession or control and certify in writing that it has done so.
Article 7 — Data Privacy and Security
I. Customer Data. Customer retains all ownership rights in and to any personal information or data contained in Customer Content. Smart Leads USA will process such data solely as necessary to provide the Service in accordance with these Terms and applicable law.
II. Privacy Practices. Smart Leads USA’s collection, use, and disclosure of personal information in connection with the Service are governed by Smart Leads USA’s Privacy Policy, available at https://www.smartleadsusa.com. Customer is responsible for reviewing the Privacy Policy and ensuring that its use of the Service complies with applicable privacy and data protection laws.
III. Data Security. Smart Leads USA implements and maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Content and personal information from unauthorized access, use, disclosure, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is completely secure, and Smart Leads USA cannot guarantee absolute security.
IV. Customer Responsibilities. Customer is solely responsible for:
A. Ensuring that its collection, use, and disclosure of personal information in connection with the Service comply with all applicable privacy and data protection laws, including but not limited to the Florida Information Protection Act, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act (if applicable), and any state data breach notification laws;
B. Obtaining all necessary consents and authorizations from individuals whose personal information is included in Customer Content or mailing lists;
C. Providing any required privacy notices to such individuals; and
D. Responding to any requests from individuals to access, correct, delete, or restrict the processing of their personal information.
V. Data Breach Notification. Smart Leads USA will notify Customer within a reasonable time after becoming aware of any unauthorized access to, or acquisition, disclosure, or loss of, Customer Content or personal information in Smart Leads USA’s possession or control. Such notification shall include a description of the incident and the measures Smart Leads USA has taken or will take to address the incident.
Article 8 — Term and Termination
I. Term. These Terms commence on the Effective Date and continue until terminated in accordance with this Article 8.
II. Termination for Convenience. Either Party may terminate these Terms for any reason or no reason upon thirty (30) days’ prior written notice to the other Party.
III. Termination for Cause. Either Party may terminate these Terms immediately upon written notice to the other Party if the other Party:
A. Materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice of the breach; or
B. Becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudicated bankrupt or insolvent, or has a receiver appointed for its business or assets.
IV. Suspension. Smart Leads USA may immediately suspend Customer’s access to the Service without liability if:
A. Customer breaches Article 2, Section IV (Acceptable Use), Article 3 (Customer Content and Mailer Compliance), or Article 4 (Fees, Payment, and Annual Subscription Fee Treatment);
B. Customer’s Account is thirty (30) or more days past due;
C. Smart Leads USA reasonably believes that Customer’s use of the Service poses a security risk to Smart Leads USA, the Service, or any third party; or
D. Smart Leads USA is required to suspend access by law or court order.
V. Effect of Termination.
A. Access. Upon termination or expiration of these Terms, Customer’s right to access and use the Service shall immediately terminate.
B. Payment Obligations. Customer shall remain obligated to pay all fees and charges incurred prior to the effective date of termination, including the Annual Subscription Fee for the then-current Subscription Period.
C. Refunds. Smart Leads USA shall not refund any portion of the Annual Subscription Fee upon termination, except that if Smart Leads USA terminates these Terms without cause, Smart Leads USA shall refund a pro-rata portion of the Annual Subscription Fee for the then-current Subscription Period calculated from the effective date of termination.
D. Data Retrieval. Customer shall have thirty (30) days following the effective date of termination to retrieve Customer Content from the Service. After such period, Smart Leads USA may delete Customer Content without further notice or liability.
VI. Survival. The following provisions shall survive termination or expiration of these Terms: Article 1 (Definitions), Article 3, Section VI (Indemnification for Customer Content), Article 4, Section V (Disputed Charges) (to the extent of outstanding disputes), Article 5 (Intellectual Property Rights), Article 6 (Confidentiality), Article 8, Section V (Effect of Termination), Article 9 (Warranties and Disclaimers), Article 10 (Limitation of Liability), Article 11 (Indemnification), Article 12 (Governing Law and Dispute Resolution), Article 13 (Notices), and Article 15 (Miscellaneous).
Article 9 — Warranties and Disclaimers
I. Mutual Warranties. Each Party represents and warrants that:
A. It has the full power and authority to enter into and perform its obligations under these Terms;
B. These Terms constitute a valid and binding obligation enforceable against such Party in accordance with their terms; and
C. Its performance of these Terms does not and will not violate any applicable law, regulation, or agreement to which such Party is bound.
II. Customer Warranties. Customer represents, warrants, and covenants that its use of the Service and all Customer Content comply with these Terms and all applicable laws and regulations, including but not limited to the Florida Deceptive and Unfair Trade Practices Act, the Federal Trade Commission Act, and all consumer protection, advertising, marketing, privacy, and data security laws.
III. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 9, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMART LEADS USA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SMART LEADS USA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. SMART LEADS USA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.
IV. No Guarantee of Results. Smart Leads USA does not guarantee any specific results, response rates, return on investment, or other outcomes from Customer’s use of the Service or Mailers.
Article 10 — Limitation of Liability
I. Limitation of Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMART LEADS USA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SMART LEADS USA IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
II. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMART LEADS USA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF SMART LEADS USA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
III. Exceptions to Limitations. The limitations and exclusions set forth in this Article 10 shall not apply to:
A. Customer’s indemnification obligations under Article 11;
B. Customer’s breach of Article 5 (Intellectual Property Rights) or Article 6 (Confidentiality);
C. Customer’s payment obligations under Article 4;
D. Damages arising from either Party’s gross negligence, fraud, or willful misconduct; or
E. Any liability that cannot be excluded or limited by applicable law.
IV. Basis of the Bargain. Customer acknowledges and agrees that the limitations and exclusions of liability set forth in this Article 10 are fundamental elements of the agreement between the Parties and that Smart Leads USA would not provide the Service without such limitations.
V. Allocation of Risk. The fees charged by Smart Leads USA reflect the allocation of risk set forth in these Terms, including the limitations and exclusions of liability in this Article 10 and the disclaimers in Article 9.
Article 11 — Indemnification
I. Indemnification by Customer. Customer agrees to indemnify, defend, and hold harmless Smart Leads USA, its affiliates, and their respective officers, directors, members, managers, employees, agents, contractors, successors, and assigns (collectively, the “Smart Leads USA Indemnified Parties“) from and against any and all third-party claims, actions, proceedings, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs of litigation) (collectively, “Losses“) arising out of or related to:
A. Customer Content, including any claim that Customer Content infringes, misappropriates, or violates any third party’s Intellectual Property Rights, privacy rights, publicity rights, or other proprietary or legal rights;
B. Customer’s use of the Service in violation of these Terms or applicable law, including but not limited to violations of the Florida Deceptive and Unfair Trade Practices Act, the Federal Trade Commission Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, or any other consumer protection, advertising, marketing, privacy, or data security law or regulation;
C. Customer’s breach of any representation, warranty, or covenant in these Terms;
D. Any Mailers printed and mailed by Smart Leads USA on Customer’s behalf, including any claim that such Mailers are deceptive, misleading, fraudulent, harassing, defamatory, or otherwise unlawful or violate any third party’s rights; or
E. Customer’s negligence, gross negligence, or willful misconduct.
II. Indemnification by Smart Leads USA. Smart Leads USA agrees to indemnify, defend, and hold harmless Customer, its affiliates, and their respective officers, directors, members, managers, employees, agents, contractors, successors, and assigns (collectively, the “Customer Indemnified Parties“) from and against any and all Losses arising out of or related to any third-party claim that the SaaS Platform, when used by Customer in accordance with these Terms, infringes or misappropriates such third party’s Intellectual Property Rights; provided, however, that Smart Leads USA shall have no obligation under this Section II with respect to any claim arising from:
A. Customer Content or any modifications, combinations, or uses of the SaaS Platform not authorized by Smart Leads USA;
B. Customer’s use of the SaaS Platform in violation of these Terms or applicable law; or
C. Any third-party software, content, or services used in connection with the SaaS Platform.
III. Indemnification Procedures. The indemnified Party shall:
A. Promptly notify the indemnifying Party in writing of any claim for which indemnification is sought; provided, however, that failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent that the indemnifying Party is materially prejudiced by such failure;
B. Cooperate with the indemnifying Party, at the indemnifying Party’s expense, in the defense or settlement of the claim; and
C. Grant the indemnifying Party sole control over the defense and settlement of the claim; provided, however, that the indemnifying Party shall not settle any claim in a manner that admits fault or liability on behalf of the indemnified Party or imposes any obligation or restriction on the indemnified Party without the indemnified Party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.
IV. Exclusive Remedy. This Article 11 sets forth the Parties’ exclusive remedy and sole liability with respect to third-party claims of intellectual property infringement.
Article 12 — Governing Law and Dispute Resolution
I. Governing Law. These Terms and any dispute or claim arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
II. Jurisdiction and Venue. Any legal action, suit, or proceeding arising out of or related to these Terms or the Service shall be instituted exclusively in the state or federal courts located in Pinellas, Florida. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum.
III. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.
IV. Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its Intellectual Property Rights or Confidential Information.
V. Attorneys’ Fees. In any legal action, suit, or proceeding arising out of or related to these Terms or the Service, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.
Article 13 — Notices
I. Notice Requirements. All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under these Terms (each, a “Notice“) shall be in writing and addressed to the Parties at the addresses set forth below or to such other address as a Party may designate by Notice to the other Party.
II. Notice to Smart Leads USA. Notices to Smart Leads USA shall be sent to:
BCS Investment Group, LLC d/b/a Smart Leads USA
425 E Spruce St., Ste. C
Tarpon Springs, FL 34689
Attention:
Email:
III. Notice to Customer. Notices to Customer shall be sent to the email address associated with Customer’s Account or as otherwise provided by Customer in writing.
IV. Method of Delivery. Notices may be sent by:
A. Personal delivery, in which case Notice is effective upon delivery;
B. Certified or registered mail, return receipt requested, in which case Notice is effective upon receipt;
C. Nationally recognized overnight courier service, in which case Notice is effective one (1) business day after deposit with the courier; or
D. Email, in which case Notice is effective upon transmission, provided that the sender does not receive a delivery failure notification.
V. Electronic Notices. Customer consents to receive notices, disclosures, and other communications from Smart Leads USA electronically, including by email or by posting on the Smart Leads USA website or the SaaS Platform. Customer agrees that all such electronic communications satisfy any legal requirement that such communications be in writing.
Article 14 — Modifications to Terms
I. Right to Modify. Smart Leads USA reserves the right to modify these Terms at any time in its sole discretion.
II. Notice of Modifications. Smart Leads USA will provide Notice of any material modifications to these Terms by:
A. Posting the updated Terms on the Smart Leads USA website at https://www.smartleadsusa.com/ or on the SaaS Platform; and
B. Sending an email notification to the email address associated with Customer’s Account at least thirty (30) days prior to the effective date of the modification; or
C. Presenting a notification within the SaaS Platform requiring Customer’s acceptance of the modified Terms.
III. Effective Date of Modifications. Modifications to these Terms shall become effective on the date specified in the Notice or, if no date is specified, thirty (30) days after the Notice is provided.
IV. Acceptance of Modifications. Customer’s continued use of the Service after the effective date of any modification constitutes Customer’s acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer’s sole remedy is to terminate these Terms in accordance with Article 8 prior to the effective date of the modification.
V. Current Version. The most current version of these Terms will be posted on the Smart Leads USA website at https://www.smartleadsusa.com/ and on the SaaS Platform. Customer is responsible for reviewing the Terms periodically to ensure familiarity with the current version.
Article 15 — Miscellaneous
I. Entire Agreement. These Terms, together with any exhibits, schedules, and other documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
II. Amendment and Waiver. Except as expressly provided in Article 14, no amendment to or modification of these Terms shall be binding unless in writing and signed by both Parties. No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.
III. Assignment. Customer may not assign, transfer, delegate, or sublicense any of its rights or obligations under these Terms without the prior written consent of Smart Leads USA. Smart Leads USA may assign, transfer, or delegate its rights and obligations under these Terms without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section III shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
IV. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between the Parties. Neither Party has any authority to assume or create any obligation or responsibility on behalf of the other Party.
V. Third-Party Beneficiaries. These Terms are for the sole benefit of the Parties and their respective successors and permitted assigns and nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
VI. Force Majeure. Neither Party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
VII. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of these Terms shall continue in full force and effect. The Parties agree to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the original intent and economic effect of the invalid, illegal, or unenforceable provision.
VIII. Headings. The headings and captions used in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.
IX. Counterparts and Electronic Signatures. These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties consent to the use of electronic signatures, and any electronic signature shall have the same legal effect as a handwritten signature.
X. Language. These Terms have been prepared in the English language, and the English language version shall control in all respects. Any translation of these Terms into another language is for convenience only and shall have no legal effect.
XI. Interpretation. In interpreting these Terms, the following rules shall apply:
A. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation”;
B. The word “or” is not exclusive;
C. References to “Article,” “Section,” or other subdivisions without reference to a document are to the specified Article, Section, or subdivision of these Terms;
D. The singular includes the plural and vice versa;
E. References to any gender include all genders; and
F. The Parties have participated jointly in the negotiation and drafting of these Terms, and any rule of construction or interpretation otherwise requiring these Terms to be construed or interpreted against any Party by virtue of authorship shall not apply.
XII. Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its performance under these Terms, including but not limited to the Florida Deceptive and Unfair Trade Practices Act, the Federal Trade Commission Act, export control laws, and anti-corruption laws.
XIII. Export Compliance. Customer acknowledges that the Service and related technical data may be subject to export control laws and regulations of the United States and other countries. Customer agrees to comply strictly with all such laws and regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export, or import as may be required.
XIV. U.S. Government Rights. If Customer is a U.S. government entity or if these Terms otherwise become subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that the Service constitutes “commercial computer software” and “commercial computer software documentation” and that, absent a written agreement to the contrary, Customer’s rights with respect to the Service are limited by these Terms, pursuant to FAR 12.212 or DFARS 227.7202, as applicable.
Article 16 — Signature and Acceptance
I. Acceptance. By accessing or using the Service, creating an Account, or clicking “I Agree,” “Accept,” or a similar button or checkbox, Customer acknowledges that Customer has read, understood, and agrees to be bound by these Terms.
II. Authority. The individual accepting these Terms on behalf of Customer represents and warrants that such individual has the authority to bind Customer to these Terms.
III. Effective Date. These Terms become effective as of the Effective Date and remain in effect until terminated in accordance with Article 8.
