Terms of Service

For purposes of these Terms:

To access or use the Services, you must:

• •Be at least eighteen (18) years of age or the legal age of majority in your jurisdiction.
• •Have the legal capacity to enter into binding contracts.
• •Provide accurate, complete, and current registration information.
• •Maintain and promptly update your account information.
• •If registering on behalf of a business or organization, represent and warrant that you have authority to bind that entity.

You are responsible for maintaining the confidentiality of your login credentials and for all activities occurring under your Account. LeadNest may require identity verification, business verification, messaging registration, or other compliance documentation before enabling certain Services.

LeadNest reserves the right to refuse registration, suspend accounts, or revoke access where necessary to comply with applicable laws, industry standards, carrier requirements, or internal security policies.

LeadNest provides an omnichannel customer engagement and business communications platform. Depending on your subscription, the Services may include:

Messaging Services:

• •SMS Messaging
• •MMS Messaging
• •WhatsApp Business Messaging
• •Email Messaging
• •Voice Calls
• •Push Notifications
• •Web Push Notifications
• •In-App Notifications

Customer Relationship Management: SalesNest enables Customer relationship management, sales pipelines, lead tracking, contact management, customer segmentation, workflow automation, and reporting.

Forms & Lead Capture: LeadHub enables creation of online forms, surveys, landing pages, lead capture, and customer onboarding workflows.

Meetings & Collaboration: BMeet enables online meetings, video conferencing, scheduling, collaboration, and communication.

Cloud Storage: NestVault provides secure cloud-based storage, file sharing, collaboration, and document management.

AI Services: AI Assistants, AI Chat, AI Workflows, AI Campaign Generation, AI Analytics, AI Recommendations, AI Summaries, AI Content Generation, and AI Automation.

APIs & Integrations: REST APIs, Webhooks, SDKs, OAuth integrations, developer tools, and third-party integrations.

Analytics: Dashboards, reporting, campaign analytics, delivery reporting, engagement metrics, customer insights, and business intelligence tools.

LeadNest reserves the right to modify, replace, improve, discontinue, or add Services at any time.

LeadNest offers multiple pricing models.

Subscription Plans:

• •Customers may subscribe to monthly, annual, or enterprise plans.
• •Subscription plans include predefined usage quotas.
• •Additional usage may incur overage charges.

Pay-As-You-Go:

• •Customers may purchase prepaid credits through the LeadNest Wallet.
• •Credits are deducted as Services are consumed.
• •Wallet balances are not bank deposits and do not accrue interest.

Pricing:

• •Current pricing is published on the LeadNest.ai website.
• •LeadNest reserves the right to change pricing with reasonable notice.
• •Taxes, duties, telecommunications fees, and government-imposed charges are the Customer's responsibility unless otherwise stated.

Invoicing:

• •Invoices are payable according to the payment terms specified on the invoice or subscription agreement.
• •Failure to pay may result in suspension or termination of Services.
• •LeadNest reserves the right to recover reasonable costs incurred in collecting overdue amounts, including collection fees, legal fees, and applicable interest where permitted by law.

Automatic Renewal:

• •Unless cancelled, subscriptions automatically renew for successive billing periods.
• •Renewal charges will be billed using the payment method on file.
• •Customers are responsible for maintaining valid payment information.

Customer may cancel a subscription at any time through the LeadNest.ai dashboard or by contacting the LeadNest.ai Billing Team. Subscriptions remain active until the end of the current billing period unless otherwise specified. Cancellation does not relieve the Customer of outstanding payment obligations.

LeadNest's subscription cancellations, automatic renewals, refund eligibility, prepaid wallet credits, usage-based fees, and billing practices are governed by the LeadNest.ai Cancellation & Refund Policy, which forms an integral part of these Terms. Without limitation:

• •Subscription plans include a fourteen (14) day refund eligibility period from the beginning of each new billing cycle.
• •Usage-based services including SMS, MMS, WhatsApp, Voice, Email, AI usage, validation services, carrier registration fees, and third-party provider charges are non-refundable once consumed.
• •LeadNest Wallet credits are non-refundable except where required by applicable law.
• •Accounts suspended or terminated due to fraud, abuse, unlawful activity, or violations of these Terms are not entitled to refunds.

In the event of any inconsistency between these Terms and the Cancellation & Refund Policy regarding cancellations, refunds, credits, or billing procedures, the Cancellation & Refund Policy shall prevail.

As a condition of using the Services, Customer agrees to comply with these Terms and all applicable laws, regulations, industry standards, and third-party requirements. Customer is solely responsible for all activities performed through its Account, including those performed by employees, contractors, administrators, affiliates, or authorized users. Customer agrees to:

Account Security:

• •Maintain accurate account information.
• •Protect usernames, passwords, API keys, and authentication credentials.
• •Promptly notify LeadNest of any unauthorized access or suspected security breach.
• •Ensure only authorized personnel access the Services.

Customer Data: Customer is solely responsible for the accuracy and legality of Customer Data, obtaining all required permissions and consents, and maintaining backups of critical information where appropriate. LeadNest does not verify Customer Data before transmission.

Consent: Before sending any communication using the Services, Customer must obtain all legally required permissions from recipients. Customer shall maintain sufficient evidence of consent, including where applicable: IP address, timestamp, consent source, web form, SMS opt-in, email subscription, and privacy policy acceptance. LeadNest may request such records to satisfy carrier audits, regulatory inquiries, or compliance investigations.

Campaign Responsibility: Customer is solely responsible for campaign content, message recipients, delivery timing, segmentation, scheduling, legal compliance, and consumer complaints. LeadNest acts solely as the technology provider.

Opt-Out Management: Customer agrees to immediately honor STOP, UNSUBSCRIBE, DND, HELP, opt-out requests, and withdrawal of consent. Failure to process opt-outs may result in suspension of Services.

Compliance: Customer agrees to comply with all applicable laws including telecommunications, privacy, consumer protection, healthcare, financial services, advertising, anti-spam, and data protection regulations.

LeadNest provides communication infrastructure only. Customer remains solely responsible for ensuring all messaging complies with applicable laws and industry requirements. Where applicable, Customer shall comply with:

• •Telephone Consumer Protection Act (TCPA)
• •CAN-SPAM Act
• •CTIA Messaging Principles
• •10DLC Registration Requirements
• •HIPAA
• •GDPR
• •CCPA / CPRA
• •CASL
• •DPDPA
• •PECR
• •WhatsApp Business Messaging Policies
• •Meta Platform Policies
• •Carrier-specific messaging requirements
• •Local telecommunications regulations

Transactional vs Promotional Messages: Customer is responsible for correctly classifying all traffic.

Examples of Transactional Messages include: OTPs, appointment reminders, delivery notifications, payment confirmations, security alerts, and password resets.

Examples of Promotional Messages include: marketing campaigns, product launches, offers, discounts, brand announcements, and sales campaigns. Misclassification may result in carrier rejection or suspension.

Required Message Disclosures: Where required by applicable law or carrier policy, Customer shall ensure outbound messages clearly identify the business name, opt-out instructions, HELP instructions, applicable disclosures, and required regulatory language.

High-Risk Industries: Certain industries require additional approval before using the Services, including Healthcare, Financial Services, Insurance, Pharmaceuticals, Political Campaigns, Government, Adult Services, Gambling, Alcohol, Cryptocurrency, Lending, and Debt Collection. LeadNest reserves the right to require additional documentation before enabling messaging for regulated industries.

Carrier Compliance: Customer acknowledges that telecommunications carriers may filter, delay, or reject messages, suspend sender IDs, or block phone numbers. LeadNest cannot guarantee message delivery.

Customer shall not use the Services for unlawful, harmful, abusive, or deceptive purposes. Without limitation, the following are prohibited:

Restricted Content: Unless specifically approved by LeadNest and permitted by applicable law, Customers may not use the Services for adult content, illegal gambling, counterfeit products, illegal drugs, weapons trafficking, human trafficking, terrorism, child exploitation, money laundering, sanctioned entities, or hate organizations. LeadNest reserves sole discretion to determine whether content violates this Agreement.

Customer retains all right, title, and interest in Customer Data. Except as expressly provided in these Terms, LeadNest acquires no ownership rights in Customer Data. Customer grants LeadNest a limited, worldwide, non-exclusive license to host, process, transmit, analyze, backup, reproduce, and display Customer Data solely to provide the Services. LeadNest will process Customer Data in accordance with its Privacy Policy and applicable data protection laws.

Data Controller / Processor: Where applicable, Customer acts as the Data Controller and LeadNest acts as the Data Processor. Each party shall comply with its respective obligations under applicable privacy laws.

Data Retention: Customer Data may be retained during the subscription period, for legally required retention periods, for backup and disaster recovery, and to investigate fraud, abuse, or security incidents.

Data Deletion: Upon termination, Customer may request deletion of Customer Data, subject to legal obligations, regulatory requirements, security investigations, and backup retention schedules.

Privacy: LeadNest processes personal information only as described in its Privacy Policy.

LeadNest maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. These safeguards may include encryption in transit and at rest, multi-factor authentication, access controls, logging, security monitoring, vulnerability management, disaster recovery procedures, and backup systems. LeadNest continually evaluates and improves its security practices but does not warrant that the Services are immune from all security threats.

Customer Security Responsibilities: Customer is responsible for strong passwords, MFA where available, device security, user management, API key protection, and secure integrations.

Security Incidents: LeadNest will investigate confirmed security incidents affecting Customer Data and provide notifications where required by applicable law.

Compliance: LeadNest may support compliance with HIPAA, GDPR, DPDPA, CCPA, SOC 2 (where applicable), and ISO standards (where applicable). Customer remains responsible for its own legal compliance.

Certain Services incorporate artificial intelligence technologies. AI-generated outputs may include content generation, campaign recommendations, customer insights, workflow automation, chat responses, summaries, and analytics.

AI outputs are probabilistic and may contain inaccuracies. Customer is solely responsible for reviewing, validating, and approving AI-generated outputs before relying on or distributing them. LeadNest does not guarantee the accuracy, completeness, legality, or suitability of AI-generated content for any specific purpose.

AI Services are intended to assist — not replace — professional judgment. They should not be relied upon as medical, legal, financial, or other professional advice.

LeadNest may use third-party AI providers to deliver certain AI capabilities, subject to applicable contractual and privacy obligations.

LeadNest may provide APIs, SDKs, webhooks, connectors, and integrations to enable interoperability with third-party systems. Customer agrees to use these interfaces only in accordance with the Documentation and any applicable usage limits. LeadNest may impose rate limits, authentication requirements, or other technical controls to protect platform stability and security.

Third-party integrations — including payment processors, cloud providers, messaging carriers, AI providers, CRM systems, or other external services — are subject to the terms and availability of those providers. LeadNest is not responsible for outages, delays, pricing changes, service interruptions, data loss, or other issues arising from third-party providers or Customer-configured integrations.

LeadNest may modify, deprecate, or discontinue APIs or integrations upon reasonable notice where practicable.

All right, title, and interest in and to the Platform and Services remain the exclusive property of Bizionic Technologies Midwest Inc. and its licensors. This includes, without limitation: software, source code, APIs, SDKs, databases, user interfaces, documentation, workflows, AI models, machine learning systems, algorithms, trademarks, logos, service marks, trade secrets, domain names, designs, graphics, reports, analytics, and platform architecture.

Nothing in these Terms transfers ownership of any intellectual property rights to the Customer. Customer receives only a limited, non-exclusive, non-transferable, revocable license to use the Services during the applicable subscription period.

Customer Content: Customer retains ownership of Customer Data. LeadNest claims no ownership over Customer content except as necessary to provide the Services.

Feedback: If Customer submits suggestions, ideas, improvements, feature requests, or other feedback regarding the Services, Customer grants LeadNest a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, commercialize, and otherwise exploit such feedback without compensation or attribution.

LeadNest strives to provide reliable and highly available Services. However, Customer acknowledges that uninterrupted availability cannot be guaranteed. Service interruptions may occur due to scheduled or emergency maintenance, security incidents, internet or telecommunications failures, cloud provider outages, carrier filtering, third-party service failures, or force majeure events.

LeadNest reserves the right to suspend access temporarily to perform maintenance or protect the integrity of the Platform. Unless otherwise agreed in writing under a separate Service Level Agreement (SLA), no uptime guarantee is provided.

Beta & Preview Services: From time to time, LeadNest may offer Beta, Preview, Early Access, Trial, Experimental, or Pre-Release Services ("Beta Services"). Beta Services are provided solely for evaluation and testing purposes and may contain bugs or errors, be incomplete or unavailable, experience interruptions or data loss, change functionality without notice, or be modified or discontinued at any time. LeadNest makes no commitment to make any Beta Service generally available. Beta Services are provided "AS IS" without warranties of any kind and may not be covered by any SLA. LeadNest shall not be liable for any damages arising from the use of Beta Services.

LeadNest may suspend or terminate all or part of the Services immediately if Customer breaches these Terms, violates the Acceptable Use Policy, fails to pay applicable Fees, engages in fraud or unlawful conduct, compromises the security of the Platform, sends prohibited messaging traffic, required regulatory approvals are withdrawn, or a government authority or carrier requires suspension.

LeadNest may also suspend Services where reasonably necessary to protect the Platform, other customers, or third-party providers.

Customer Termination: Customer may terminate Services by cancelling the applicable subscription in accordance with the Cancellation & Refund Policy. Termination does not relieve Customer of any outstanding payment obligations.

Effect of Termination: Upon termination, Customer's right to access the Services ends, LeadNest may disable Accounts, Customer Data may be deleted in accordance with applicable retention policies, outstanding Fees remain payable, and certain provisions of these Terms survive termination.

To the maximum extent permitted by applicable law, the Services are provided "AS IS" and "AS AVAILABLE." LeadNest disclaims all warranties, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, accuracy, reliability, security, and availability.

LeadNest does not warrant that the Services will be uninterrupted; that messages will always be delivered; that third-party providers will remain available; that AI-generated content will be accurate; that data will never be lost; or that errors will be corrected immediately. Customer assumes all risks arising from use of the Services.

To the maximum extent permitted by law, LeadNest's aggregate liability arising out of or relating to these Terms shall not exceed the total amount actually paid by Customer to LeadNest during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall LeadNest be liable for lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of anticipated savings, business interruption, data loss, or consequential, incidental, special, exemplary, or punitive damages.

This limitation applies regardless of the legal theory asserted, including contract, tort, negligence, strict liability, or otherwise. Some jurisdictions do not allow certain liability limitations; in those jurisdictions, this section applies to the maximum extent permitted by law.

Customer agrees to defend, indemnify, and hold harmless Bizionic Technologies Midwest Inc., LeadNest, its affiliates, officers, directors, employees, contractors, licensors, and partners from and against any claims, actions, liabilities, damages, judgments, penalties, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• •Customer Data;
• •Customer campaigns;
• •Customer content;
• •violation of these Terms;
• •violation of applicable laws or regulations;
• •infringement of third-party intellectual property rights;
• •misuse of the Services; or
• •negligent or wrongful acts of Customer or its users.

LeadNest reserves the right to assume exclusive control of the defense of any matter subject to indemnification.

Customer agrees to comply with all applicable export control, trade sanction, customs, and import laws. Customer represents that it is not located in a country subject to comprehensive U.S. sanctions; listed on any applicable sanctions or restricted party list administered by the U.S. Department of the Treasury (OFAC), U.S. Department of Commerce, or other competent authority; or acting on behalf of any prohibited person or entity.

Customer shall not use the Services in violation of applicable export control laws. LeadNest reserves the right to suspend or terminate Accounts to comply with applicable sanctions or export regulations.

LeadNest shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government actions, labor disputes, internet outages, telecommunications failures, utility failures, cyberattacks, cloud provider failures, carrier outages, or DNS failures.

Performance shall be suspended for the duration of the force majeure event.

These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

The parties agree to first attempt to resolve any dispute through good-faith negotiations. If a dispute cannot be resolved within thirty (30) days, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

The arbitration shall take place in Cook County, Illinois, USA, unless otherwise agreed by the parties, and shall be conducted in English. The arbitrator's decision shall be final and binding and may be enforced in any court of competent jurisdiction.

Nothing in this section prevents either party from seeking temporary or permanent injunctive relief where necessary to protect confidential information, intellectual property, or other legal rights.

LeadNest may modify these Terms from time to time to reflect changes in law, industry standards, our Services, or business practices. Material changes will be communicated via email, in-platform notice, or by posting an updated version on the LeadNest.ai website with a revised effective date.

Continued use of the Services after changes take effect constitutes acceptance of the revised Terms. If Customer does not agree to the revised Terms, Customer must discontinue use of the Services.

These Terms constitute the entire agreement between the parties concerning the Services and supersede all prior discussions, negotiations, understandings, or agreements relating to the subject matter.

If any provision of these Terms is held unenforceable, the remaining provisions shall continue in full force and effect. Failure by LeadNest to enforce any provision shall not constitute a waiver of future enforcement.

Customer may not assign or transfer these Terms without LeadNest's prior written consent. LeadNest may assign these Terms in connection with a merger, acquisition, corporate restructuring, financing, or sale of assets.

The relationship between the parties is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship.

These Terms may be executed electronically, and electronic acceptance shall have the same force and effect as a handwritten signature.

The provisions relating to payment obligations, intellectual property, confidentiality, indemnification, limitation of liability, dispute resolution, governing law, and any provisions which by their nature should survive termination shall survive termination or expiration of these Terms.