LEGAL

Terms of Service

Version 2.0 — Last updated: 03 May 2026

LeadLex by Lead IP GmbH — leadlex.com / app.leadlex.com

Lead IP GmbH, a limited liability company organised under the laws of the Federal Republic of Germany, with its registered office at Trogerstraße 50, 81675 Munich, Germany, registered in the commercial register of the Munich Local Court (Amtsgericht München) under HRB 263320 ("Lead IP", "we", "us" or "our"), operates the LeadLex platform at https://app.leadlex.com (with marketing website at https://leadlex.com) — a cloud-based customer relationship management, business-to-business prospecting, contact-data enrichment and AI-assisted outreach service (the "Service").

These Terms of Service (the "Terms") form a binding agreement between Lead IP and the legal entity that subscribes to or otherwise accesses the Service ("Customer", "you" or "your"). By executing an Order Form, clicking "I accept", paying any subscription fee, or accessing the Service, you confirm that you have read, understood and agree to be bound by these Terms. If the individual accepting these Terms does so on behalf of an organisation, that individual represents that they have authority to bind that organisation.

Important notices. These Terms contain provisions that materially affect your legal rights and obligations, including (i) AI-specific risk allocation and disclaimers (Section 11), (ii) limitations on prospecting and outreach activities (Sections 9–10), (iii) joint controller / independent controller allocations under data-protection law (Section 16), (iv) a limitation of liability (Section 21), (v) auto-renewal of subscriptions (Section 14), and (vi) Munich, Germany as the exclusive forum and German law as the governing law (Section 26). Please read carefully.

1. Definitions

Capitalised terms used in these Terms have the meanings set out below; other capitalised terms are defined where they first appear.

"Account" means your subscription account on the Service, comprising your organisation profile, configuration, Authorised Users and associated Customer Data.
"Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests.
"Anthropic" means Anthropic, PBC and its applicable affiliates, the providers of the Claude family of large language models accessed by Lead IP via API to power AI Features.
"Applicable Data Protection Laws" means all data-protection and privacy laws applicable to the processing of Personal Data under these Terms, including (without limitation) the EU General Data Protection Regulation 2016/679 ("GDPR"), the German Federal Data Protection Act (BDSG), the UK GDPR and the UK Data Protection Act 2018, the Swiss Federal Act on Data Protection (FADP), the EU ePrivacy Directive 2002/58/EC as transposed nationally, the California Consumer Privacy Act / California Privacy Rights Act ("CCPA/CPRA"), Canada's PIPEDA and CASL, and any successor or equivalent laws.
"Authorised User" means an individual employee, contractor or agent of Customer (or Customer's Affiliate) authorised by Customer to access the Service under a unique login credential.
"AI Features" means those components of the Service that use machine-learning models (including third-party large language models accessed via API) to generate, classify, summarise, draft, score, prioritise or otherwise process content, including AI-drafted outreach messages, lead scoring, conversational summaries and the autonomous outreach agent (the "AI Agent").
"AI Output" means any text, response, score, draft message, classification or other content generated by AI Features in response to inputs supplied by, or derived from, Customer or its Authorised Users.
"Business Day" means Monday through Friday, excluding statutory public holidays in Bavaria, Germany.
"Customer Data" means all data, content, communications, lists, records, files and materials uploaded, submitted, created within, generated by, or transmitted through the Service by Customer or any Authorised User, including any Personal Data therein. For clarity, Customer Data does not include Lead Database Data licensed by Lead IP to Customer.
"Documentation" means the user guides, technical documentation, knowledge base articles and policies made available by Lead IP at https://leadlex.com (or successor URL), as updated from time to time.
"DPA" means the Lead IP Data Processing Addendum incorporating the standard contractual clauses (EU SCCs 2021/914 and the UK Addendum) and any applicable Swiss/UK supplementary terms, available at https://leadlex.com/dpa (or successor URL), and incorporated by reference into these Terms.
"Fees" means the subscription fees, usage fees, professional services fees and other amounts payable by Customer as set out in the applicable Order Form or pricing page.
"Lead Database Data" means B2B contact, company, firmographic, technographic and intent data sourced or licensed by Lead IP from public sources, third-party data providers, partners or Lead IP's own enrichment, and made available to Customer through the Service for B2B prospecting purposes.
"Order Form" means an ordering document, online checkout, plan-selection screen or executed quote referencing these Terms, specifying the Service plan, Fees, Subscription Term and any non-standard terms.
"Personal Data" has the meaning given in the GDPR (and equivalent terms such as "Personal Information" under CCPA/CPRA shall be treated as Personal Data for purposes of these Terms).
"Service" means the LeadLex platform, including the CRM, prospecting, outreach, AI Features, integrations, dashboards, mobile and web applications, APIs and Documentation, in each case as made available by Lead IP.
"Subscription Term" means the period during which Customer is entitled to access the Service under an Order Form, including any renewal.
"Sub-Processor" means any third party engaged by Lead IP to process Personal Data on Customer's behalf in connection with the Service, as listed at https://leadlex.com/subprocessors.
"Taxes" means any sales, use, value-added (VAT), goods and services, withholding, excise or similar tax, duty, levy or charge imposed by any taxing authority in connection with the Service, excluding taxes on Lead IP's net income.

2. The Service

2.1 Functional Description. LeadLex provides a cloud-based platform that enables business users to (a) manage customer-relationship data and pipelines (CRM), (b) discover and import B2B prospect data through Lead IP's Lead Database (prospecting), (c) enrich and deduplicate contacts and accounts, (d) plan and execute multi-channel outreach campaigns including email and, where supported, telephone or messaging, (e) generate, draft, prioritise and (where enabled) autonomously send communications using AI Features, and (f) analyse and report on engagement, conversion and pipeline activity through dashboards and APIs.

2.2 Plans, Modules and Limits. The specific functionality, usage limits (e.g., contact records, email sends, AI message volumes, seats, API calls), modules and feature flags available to Customer are those set out in the applicable Order Form or pricing page in effect at the time of subscription. Lead IP may launch, modify or discontinue plans and modules; for material changes, Section 25 applies.

2.3 No Professional Advice. The Service is a software tool. Lead IP does not provide legal, regulatory, tax, marketing, compliance or industry-specific professional advice. Any templates, prompts, model outputs, scoring, suggested send-times, sample disclaimers or other content provided through the Service are illustrative only and do not constitute professional advice. Customer is solely responsible for assessing the suitability and legality of the Service for its use case and for engaging qualified professionals where appropriate.

2.4 Service Updates. Lead IP may update, enhance, refactor or modify the Service from time to time, including security and performance updates that take effect without prior notice. Lead IP will not, during a paid Subscription Term, materially diminish the core functionality of the Service for which Customer has paid; if Lead IP discontinues a paid module that materially impacts Customer, Section 14.5 (pro-rata refund) applies.

3. Eligibility and Account Registration

3.1 Eligibility. The Service is intended for use by legal entities and individual professionals acting in a business or professional capacity (B2B). To register, you must (a) be a legal entity validly existing under the laws of its jurisdiction or an individual at least eighteen (18) years of age and acting in a business or professional capacity, (b) not be located in, organised under the laws of, or ordinarily resident in any country, region or territory subject to comprehensive sanctions administered by the EU, the United Kingdom, the United States (OFAC) or the United Nations (a "Restricted Jurisdiction"), and (c) not be a Sanctioned Person (Section 23). Consumers within the meaning of § 13 BGB or equivalent consumer-protection laws are not the intended audience and the Service is not offered to them.

3.2 Registration. To create an Account, you must provide accurate, complete and up-to-date information, including a verifiable business email address. You must promptly update your information if it changes. Lead IP may reject registrations or suspend Accounts based on incomplete, inaccurate or fraudulent information.

3.3 Credentials and Account Security. Customer is responsible for (a) safeguarding all access credentials, API keys and tokens issued in connection with the Account, (b) all activity occurring under the Account, whether or not authorised, except to the extent caused by Lead IP's breach of its security obligations, (c) enabling multi-factor authentication where offered, and (d) promptly notifying Lead IP at lexi@leadlex.com of any suspected compromise of credentials or unauthorised access.

3.4 Verification. Lead IP may, at any time and at its discretion, perform identity, sanctions, anti-money-laundering, fraud or KYC checks on Customer and its Authorised Users, and may suspend access pending the outcome of such checks where Lead IP has a reasonable basis to do so.

4. Free Trials, Beta Features and Evaluation

4.1 Free Trial. Lead IP may make all or part of the Service available on a free or evaluation basis (a "Free Trial") for a limited period. Free Trials are provided "as is" and "as available", without any warranty, service-level commitment or indemnity, and Sections 19 (SLA), 20 (warranties), 22 (indemnity) and 21 (liability) apply with the modifications set out in this Section 4.

4.2 Conversion or Expiry. Unless otherwise specified at the point of sign-up, a Free Trial automatically expires at the end of the trial period. If Customer subscribes to a paid plan during or at the end of the Free Trial, the Subscription Term begins on the date the paid plan takes effect and the Free Trial converts seamlessly. If Customer does not subscribe, Customer's access ends and Customer Data is treated in accordance with Section 14.6.

4.3 Beta Features. Lead IP may from time to time make features identified as "beta", "pilot", "preview", "experimental", "alpha" or similar ("Beta Features") available to Customer. Beta Features are provided for evaluation only, may be unstable, may be changed, suspended or discontinued at any time, and are excluded from any service-level commitment, warranty, indemnity (other than as required by mandatory law) and from the limitation-of-liability cap to the extent that Lead IP would have a higher cap for paid services. Lead IP's aggregate liability arising from or in connection with Beta Features is limited to the greater of (i) one hundred Euros (€100) and (ii) the lower cap permitted by Section 21.

4.4 Feedback. If Customer or any Authorised User provides feedback, suggestions, ideas, improvement requests, bug reports or other comments regarding the Service (collectively, "Feedback"), Customer hereby grants Lead IP a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use, reproduce, modify, publish, distribute and create derivative works of the Feedback for any purpose. Feedback is provided voluntarily and is not Customer Confidential Information.

5. License Grant and Restrictions

5.1 License to the Service. Subject to these Terms and timely payment of all Fees, Lead IP grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Subscription Term, solely for Customer's internal business purposes, in accordance with the Documentation and the entitlements specified in the Order Form.

5.2 License to Lead Database Data. Subject to these Terms and the Subscription Term, Lead IP grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access Lead Database Data made available through the Service and to use such data solely for Customer's own legitimate B2B prospecting, contact, qualification and CRM purposes, subject to the restrictions in Sections 8, 9 and 10. Lead IP and its licensors reserve all rights in the Lead Database Data not expressly granted.

5.3 Restrictions. Customer shall not, and shall not permit any third party to:

reverse engineer, decompile, disassemble, translate, or attempt to derive source code or underlying algorithms or models of the Service, except to the extent expressly permitted by mandatory law (e.g., § 69e UrhG);
modify, adapt, translate or create derivative works of the Service or Lead Database Data;
rent, lease, lend, sell, sublicense, distribute, time-share, or use the Service for the benefit of any third party other than as expressly permitted;
use the Service to build, train or improve any product or service that competes with LeadLex, including by using the Service or AI Output to train any machine-learning model that is offered to third parties;
use any data-mining, robots, scraping, or similar data-gathering or extraction methods against the Service other than through Lead IP's documented APIs and within published rate limits;
circumvent, disable or interfere with security, authentication, rate-limiting, monitoring or usage-metering features;
use the Service to store or transmit malicious code, infringing material or material that violates Section 8; or
remove, alter or obscure any proprietary notices on the Service.

5.4 Reservation of Rights. All rights not expressly granted to Customer in these Terms are reserved by Lead IP and its licensors. No implied licences are granted.

6. Customer Data and Customer Responsibilities

6.1 Ownership. As between the parties, Customer retains all right, title and interest in and to Customer Data. Customer hereby grants Lead IP a non-exclusive, worldwide, royalty-free, sublicensable (to Sub-Processors and Affiliates) right and licence to access, host, copy, transmit, display, process, analyse and otherwise use Customer Data solely as necessary to (a) provide, secure, support, maintain and improve the Service, (b) generate AI Output and operate AI Features for Customer, (c) prevent or address service, technical or security issues, (d) comply with Customer's instructions and Lead IP's legal obligations, and (e) generate aggregated and de-identified data in accordance with Section 6.4.

6.2 Lawful Basis and Authority. Customer represents, warrants and covenants that (a) it has all rights, consents, permissions and lawful bases necessary to upload, submit and use Customer Data within the Service and to instruct Lead IP to process it as contemplated by these Terms and the DPA, (b) Customer Data does not infringe, misappropriate or violate any third-party rights or applicable law, and (c) Customer will not upload special-category Personal Data (Article 9 GDPR), Personal Data of minors, payment-card data, U.S. health information governed by HIPAA, or other regulated data unless expressly permitted by Lead IP in writing in advance.

6.3 Backups and Customer Responsibility. Customer is responsible for maintaining its own backup of Customer Data exported from the Service. Lead IP performs reasonable backups for disaster-recovery purposes only; such backups are not a substitute for Customer's own backups.

6.4 Aggregated and De-Identified Data. Lead IP may collect, generate and use aggregated, statistical or de-identified data derived from the Service (including from Customer Data) for any lawful purpose, including to operate, analyse, secure, benchmark and improve the Service, generate industry insights and reports, and (subject to Section 11.4) to support quality assurance of AI Features. Aggregated and de-identified data does not identify Customer or any individual and is not Personal Data; Lead IP will not attempt to re-identify it and will not disclose Customer-identifying information.

6.5 Customer Indemnity Trigger. Customer's breach of Section 6.2 is a customer indemnification trigger under Section 22.2.

7. Sub-User Access and Affiliate Use

7.1 Authorised Users. Customer may permit its Authorised Users to access the Service within the seat allotment set out in the Order Form. Authorised User credentials are personal and may not be shared. Customer is responsible for the acts and omissions of its Authorised Users as if they were its own and shall ensure each Authorised User complies with these Terms, the AUP (Section 8) and applicable law.

7.2 Affiliate Use. Customer's Affiliates may use the Service under Customer's subscription provided that (a) Customer remains primarily liable for compliance with these Terms by such Affiliates, and (b) Affiliate usage counts toward Customer's entitlements. Each Affiliate that wishes to enter its own agreement with Lead IP must do so under a separate Order Form.

7.3 Personnel Changes. Customer is responsible for promptly deactivating Authorised Users who no longer require access (e.g., upon role change or departure) and for transferring ownership of records as appropriate.

8. Acceptable Use Policy

Customer shall not, and shall not permit any Authorised User or third party to, use the Service to:

send any communication that violates anti-spam, telemarketing or electronic-communications laws (including the EU ePrivacy Directive and national transpositions, the U.S. CAN-SPAM Act, the U.S. Telephone Consumer Protection Act (TCPA) and the FCC's implementing rules, Canada's Anti-Spam Legislation (CASL), or equivalent laws), including by sending unsolicited messages to recipients without a lawful basis, by misrepresenting the sender, by failing to honour opt-out requests, or by ignoring do-not-call or suppression lists;
scrape, harvest or aggregate contact data from the Service in violation of these Terms, the Documentation, Section 5.3 or applicable law, or to bypass rate limits;
upload, send or store content that is unlawful, defamatory, obscene, harassing, threatening, infringing of intellectual property, sexually exploitative of minors, or otherwise tortious or harmful;
transmit malware, ransomware, viruses, worms, time bombs, Trojan horses, exploits or any code or instructions designed to harm or surveil other systems or persons;
attempt to gain unauthorised access to the Service, other Lead IP customers' accounts or any underlying infrastructure, including by penetration testing, vulnerability scanning, denial-of-service or credential-stuffing techniques, except under a written authorised-testing agreement with Lead IP;
use the Service to make decisions producing legal or similarly significant effects on individuals (Article 22 GDPR) without appropriate human review, lawful basis and safeguards, or to engage in any of the prohibited AI practices set out in Article 5 of the EU Artificial Intelligence Act 2024/1689 (the "EU AI Act");
use the Service to identify, profile, deceive or target consumers in their personal capacity, to engage in romance scams, to impersonate any person or organisation, or to facilitate fraud, phishing or social-engineering attacks;
use the Service in or for the benefit of a Restricted Jurisdiction or a Sanctioned Person, or for any military or weapons end-use prohibited by applicable export-control laws;
use the Service in any manner that, in Lead IP's reasonable judgement, threatens the security, integrity or availability of the Service or other Lead IP customers, including by exceeding documented rate limits or storage allowances;
use AI Features in violation of Section 11.6 (prohibited AI uses); or
engage in any other activity that violates applicable law or these Terms.

8.1 Enforcement. Lead IP may investigate suspected violations of this AUP and may, with prior notice where feasible (or without prior notice in the case of urgent risk), throttle, suspend or terminate access pending or following investigation. Lead IP shall use reasonable efforts to limit any suspension to the affected user, content or function.

9. Prospecting, Outreach and Communications Compliance

9.1 Customer Responsibility for Outreach. Customer is the sender of all outreach messages, calls and other communications initiated through the Service (whether drafted manually, drafted by AI Features or sent autonomously by an AI Agent under Customer's configuration). Customer alone determines the recipients, content, timing and lawful basis of those communications. Customer is responsible for ensuring that each communication, in each jurisdiction in which a recipient is located, complies with applicable law, including the laws and rules referenced in Section 8.

9.2 Lawful Basis for Email Outreach. Without limiting Section 9.1, Customer represents and warrants that, prior to sending any outbound email, SMS, voice or other electronic communication through the Service, it has either (a) obtained valid prior opt-in consent from the recipient where required by law, (b) a documented and currently valid legitimate-interest assessment for B2B email under the GDPR (taking into account Recitals 47–49 and applicable national ePrivacy rules, including German UWG § 7 and the requirement of an existing or sufficiently close business relationship for unsolicited B2B email under German law), (c) an existing customer relationship under § 7(3) UWG and equivalent provisions, or (d) another lawful basis. Customer accepts that some jurisdictions (including Germany under § 7 UWG, France, Italy and others) require opt-in consent even for B2B email and that Customer is responsible for assessing this on a per-recipient basis.

9.3 U.S. and Canadian Outreach. For communications to recipients in the United States or Canada, Customer is responsible for compliance with the CAN-SPAM Act (including identification, sender, opt-out and physical-address requirements), the TCPA (including consent requirements for autodialed or pre-recorded calls and texts to mobile numbers, and the National Do-Not-Call Registry), and CASL (including identification, opt-out and consent requirements). Customer must scrub against suppression and do-not-contact lists and honour opt-outs within the periods required by applicable law.

9.4 Suppression and Opt-Out. Customer must (a) maintain and use suppression lists, (b) include a working unsubscribe mechanism in marketing email and process opt-outs within ten (10) Business Days (or such shorter period as required by applicable law), and (c) refrain from re-contacting any recipient who has opted out, unless and until that recipient re-opts in.

9.5 Sender Authentication and Deliverability. Customer is responsible for properly configuring its sending domains (SPF, DKIM, DMARC) and complying with mailbox-provider sender requirements (e.g., Google/Yahoo bulk-sender requirements). Lead IP does not warrant deliverability rates and is not liable for messages classified as spam or rejected by recipient mail servers.

9.6 Call Recording and Voice Outreach. Where the Service supports call recording or voice outreach, Customer is solely responsible for complying with all applicable wiretap, two-party consent (e.g., California, certain EU member states), and call-recording disclosure laws, and for providing legally required notices to call participants.

9.7 Profiling and Automated Decision-Making. Where Customer uses AI Features to profile prospects (e.g., scoring, intent prediction), Customer is responsible for ensuring that such processing has a lawful basis and, if it produces legal or similarly significant effects on a data subject, that Customer satisfies Article 22 GDPR (including providing meaningful human review, transparent information and the right to contest).

9.8 Lead IP Operational Safeguards. Lead IP may implement technical safeguards to protect deliverability, reputation and recipient experience, including rate limiting, content scanning for malware/phishing, suspicion-based holds, and global suppression of recipients who have repeatedly opted out across the platform. Lead IP may decline to send, or pause, communications it reasonably suspects violate these Terms.

10. Lead Database, Enrichment and Data Sources

10.1 Sources. Lead Database Data is sourced from a combination of (a) public business sources (e.g., professional networking sites in accordance with their terms, public registers and websites), (b) third-party B2B data providers and enrichment partners under licence, and (c) Lead IP's own contributions and signals. Lead IP applies reasonable measures to source data lawfully and to keep it reasonably up to date, but does not warrant the accuracy, completeness, currentness or fitness for purpose of any particular record.

10.2 Independent Controller for Lead Database. With respect to Lead Database Data prior to Customer's selection, import or use, Lead IP acts as an independent controller for the limited purpose of compiling, maintaining, enriching and making available the Lead Database. Once Customer imports a record into Customer's workspace and uses it for outreach or CRM, Customer becomes the controller for its own processing of that record (and Lead IP processes that record as Customer's processor under the DPA), without prejudice to Lead IP's ongoing role as independent controller of the underlying source record.

10.3 Customer Restrictions on Lead Database Data. Customer shall use Lead Database Data only for legitimate B2B prospecting, sales, marketing, recruiting (where supported), CRM, account-based intelligence and similar B2B purposes. Customer shall not (a) re-publish, license, sell, sublicense or otherwise distribute Lead Database Data to third parties as a standalone data product, (b) use Lead Database Data to enrich a database that is sold or made available to third parties as a data product, (c) use Lead Database Data to make decisions about consumers (e.g., creditworthiness, insurance, employment screening for hiring outside of legitimate recruiting outreach), (d) use Lead Database Data for unlawful surveillance, doxxing, harassment or to make political/ideological targeting decisions about individuals, or (e) combine Lead Database Data with consumer data in a manner that requires consent and for which no consent has been obtained.

10.4 Data-Subject Rights for Lead Database Data. Lead IP maintains a process by which a data subject identified within the Lead Database may request access, correction, restriction, deletion or objection. Where Lead IP suppresses or deletes a record at the request of a data subject, Customer shall (where notified by Lead IP) cease using the corresponding record and remove it from Customer's active outreach within the timeframe communicated by Lead IP.

10.5 No Warranty of Accuracy. Lead Database Data is provided on an as-is basis. Customer is responsible for verifying any data point that materially affects its outreach, hiring or commercial decisions, and for honouring opt-outs and verbal/written do-not-contact requests.

11. Artificial Intelligence Features

11.1 How AI Features Work. AI Features use machine-learning models, including third-party large language models accessed by Lead IP via API (currently Anthropic's Claude family), to generate AI Output based on inputs supplied by Customer (e.g., prompts, configurations, lead context, prior conversations) and on system instructions provided by Lead IP. Lead IP may, at its discretion, change, add or remove model providers, model versions or system instructions, provided it does not materially diminish the core functionality for which Customer has paid.

11.2 Sub-Processor Disclosure. Anthropic, PBC is engaged as a Sub-Processor for AI Features. Customer Data and prompts submitted to AI Features may be transmitted to Anthropic's API for inference. The current list of Sub-Processors and their roles is published at https://leadlex.com/subprocessors. Lead IP will provide notice of new or replacement AI Sub-Processors as set out in the DPA.

11.3 No Training on Customer Data. Lead IP does not use Customer Data, prompts or AI Output to train, fine-tune or improve any general-purpose AI model. Lead IP has contracted with Anthropic on the basis that Anthropic does not train its foundation models on inputs or outputs submitted via the commercial API. Lead IP applies a zero-data-retention configuration for AI inference where supported by the model provider; otherwise, inference data is retained by the provider only for the limited period and purposes set out in the DPA (e.g., short-term abuse monitoring) and is not used for training.

11.4 Model Quality and Safety. Lead IP may use limited, aggregated or de-identified telemetry (e.g., latency, error rates, structural metadata about prompts) to monitor and improve the safety, reliability and performance of AI Features. Lead IP will not use the substantive content of Customer prompts or AI Output for that purpose unless it has been effectively de-identified or aggregated such that it does not constitute Personal Data.

11.5 Probabilistic Output; Customer Review. AI Output is generated probabilistically and may contain errors, omissions, fabricated facts ("hallucinations"), biases, outdated information, or content that, if sent unreviewed, would be misleading, defamatory, discriminatory, or non-compliant with applicable law. Customer must (a) review AI Output before relying on it for any decision producing legal or similarly significant effects, (b) maintain meaningful human oversight when AI Features draft, schedule or send communications, and (c) not represent AI Output as authoritative legal, financial, medical or professional advice. Where Customer enables an autonomous AI Agent to send communications without per-message human review, Customer accepts that risk and assumes full responsibility for resulting communications under Section 9.1.

11.6 Prohibited AI Uses. Customer shall not use AI Features (a) to generate content that violates Section 8 or any law, (b) to engage in any practice prohibited under Article 5 of the EU AI Act (e.g., subliminal manipulation, social scoring, real-time remote biometric identification in public spaces, exploitation of vulnerabilities), (c) to make automated decisions producing legal or similarly significant effects on a data subject without complying with Article 22 GDPR, (d) to generate deceptive content impersonating a real person without that person's consent or to generate deepfakes of identifiable individuals, (e) to generate child-sexual-abuse material, terroristic content, or content facilitating violent extremism, (f) to circumvent third-party anti-bot or AI-detection mechanisms, or (g) for any purpose for which Lead IP has notified Customer that the AI Feature is not designed.

11.7 EU AI Act Classification and Transparency. Lead IP currently considers the AI Features made available to Customer to be limited-risk AI systems under the EU AI Act, primarily generating text and decision-support outputs. Lead IP will (a) where required by Article 50 of the EU AI Act, ensure that AI Output that constitutes synthetic media or chatbot interaction is appropriately labelled or disclosed, (b) maintain technical documentation appropriate to its role, and (c) update its classification if regulatory guidance changes. Customer is responsible for downstream classifications of AI use it implements (e.g., where Customer integrates AI Output into a high-risk system within Customer's own product or workflow).

11.8 Output Ownership. Subject to Customer's compliance with these Terms and to the limitations of applicable law (which may not recognise copyright in purely AI-generated output), as between the parties Lead IP assigns to Customer, to the extent it has any rights therein, all right, title and interest in and to AI Output generated for Customer; provided that AI Output may not be unique to Customer and similar or identical AI Output may be generated for other customers, in which case Customer claims no exclusivity. AI Features, prompts, system instructions and the underlying models remain the property of Lead IP and its licensors.

11.9 Anthropic and Third-Party Model Terms. Customer's use of AI Features is also subject to acceptable-use policies imposed by the underlying model providers (including Anthropic's Usage Policies). Lead IP will pass through any restrictions reasonably necessary to comply with such policies. To the extent of any conflict between an upstream model-provider AUP and these Terms with respect to permitted uses, the more restrictive applies.

12. Third-Party Integrations and Sub-Processors

12.1 Integrations. The Service may integrate with third-party products and services (e.g., email infrastructure providers, CRM systems, calendar providers, video conferencing, enrichment data providers, payment processors). Integration with a third-party service is at Customer's option and risk and is subject to Customer's separate agreement with that third-party provider.

12.2 Authorisation; Pass-through. Where Customer authorises an integration, Customer authorises Lead IP to access, transmit and process Customer Data and credentials as necessary to operate the integration, and any actions taken on Customer's behalf via that integration are deemed Customer's actions.

12.3 No Liability for Third Parties. Lead IP is not responsible for the acts, omissions, availability, accuracy, content or terms of any third-party service, and disclaims liability arising from third-party services to the extent permitted by mandatory law. Suspension, modification or termination of a third-party service by its provider does not entitle Customer to a refund or to terminate these Terms.

12.4 Sub-Processors. Lead IP engages Sub-Processors to provide infrastructure (e.g., cloud hosting), email delivery, telephony, payment processing, support tooling, analytics and AI inference. The current Sub-Processor list is at https://leadlex.com/subprocessors. The DPA governs Lead IP's engagement of Sub-Processors, including notice and objection rights for new Sub-Processors.

13. Fees, Taxes, Invoicing and Payment

13.1 Fees. Customer shall pay all Fees set out in the Order Form or pricing page in effect at the time of subscription. Unless otherwise specified, all Fees are quoted in Euros (EUR) and are exclusive of Taxes, bank charges, and currency-conversion fees. Where the Service is invoiced in another currency, the applicable rate is the rate set out in the Order Form.

13.2 Payment. Payment terms are net fourteen (14) days from invoice date unless otherwise specified in the Order Form, by SEPA direct debit, credit card, or bank transfer. For self-serve subscriptions, Fees are charged in advance to the payment method on file at the start of each billing cycle. Customer authorises Lead IP and its payment processor to charge the payment method on file for all Fees due.

13.3 Taxes. Customer is responsible for all Taxes other than taxes on Lead IP's net income. Where Lead IP has a legal obligation to charge VAT or another Tax, Lead IP will add it to the invoice. Customer shall provide a valid VAT identification number where applicable; in the absence thereof, Lead IP will charge VAT at the applicable statutory rate. Where withholding is required by law, Customer shall gross up payments so that Lead IP receives the full invoiced amount net of withholding, except where Lead IP has provided a valid tax-residence certificate enabling reduced or zero withholding.

13.4 Late Payment. If Customer fails to pay any undisputed Fee by its due date, Lead IP may charge default interest at nine percentage points above the European Central Bank base rate (or such other statutory rate applicable to commercial transactions under § 288(2) BGB), plus a flat collection fee of forty Euros (€40) under § 288(5) BGB where applicable, plus reasonable collection costs. Lead IP may also, after fourteen (14) days' further notice (electronic notice sufficient), suspend access to the Service for non-payment under Section 14.4.

13.5 Disputed Charges. Customer must notify Lead IP in writing of any disputed Fee within thirty (30) days of the invoice date; Customer waives the right to dispute a Fee not raised within that period. Customer shall pay all undisputed amounts in full and on time.

13.6 Price Changes. Lead IP may change Fees for the next renewal Subscription Term by providing at least thirty (30) days' prior notice before the renewal date. For self-serve plans, posted-price changes apply automatically at the next renewal.

13.7 Usage Overages. If Customer exceeds the entitlements specified in the Order Form (e.g., contact records, email sends, AI message volume, API calls, seats), Lead IP may, at its discretion, (a) charge overage fees at the rates posted on the pricing page or in the Order Form, (b) require Customer to upgrade its plan, or (c) throttle or suspend the relevant feature with notice.

13.8 Non-Refundability. Except as expressly set out in these Terms (including Sections 14.5, 14.6 and 21), all Fees are non-refundable, including for partial periods of service, unused entitlements, or early termination by Customer for convenience.

14. Term, Renewal, Suspension and Termination

14.1 Term. These Terms are effective from the date Customer first accepts them and continue until all Subscription Terms have ended.

14.2 Subscription Term and Renewal. Each Subscription Term has the duration set out in the Order Form. Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term (or such longer period required by mandatory consumer-protection-style rules where applicable), the Subscription Term will automatically renew for successive periods of equal duration at Lead IP's then-current Fees, subject to Section 13.6. Notice of non-renewal may be sent to lexi@leadlex.com or via the in-app billing settings.

14.3 Termination for Cause. Either party may terminate these Terms or any Order Form for cause if (a) the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice (or, in the case of Customer's payment breach, ten (10) days), (b) the other party becomes insolvent, files or has filed against it a petition in bankruptcy or similar proceeding, makes an assignment for the benefit of creditors, or ceases to do business, or (c) as otherwise set out in these Terms. Lead IP may terminate immediately for cause if Customer's breach poses an imminent risk to the Service, other customers, or third parties (including breaches of Sections 8, 9, 11.6 or 23).

14.4 Suspension. Lead IP may suspend Customer's (or any Authorised User's) access to all or part of the Service, with notice where feasible, if (a) Customer's use of the Service poses a security or operational risk, (b) Customer is in violation of Sections 8, 9, 11.6, or 23, (c) Customer is in payment default beyond fourteen (14) days, (d) Lead IP reasonably suspects fraud, account takeover, sanctions exposure or unlawful use, or (e) Lead IP is required by law or competent authority to do so. Lead IP will use reasonable efforts to limit the scope and duration of any suspension. Suspension does not relieve Customer of payment obligations.

14.5 Termination for Material Service Diminution. If Lead IP, during a paid Subscription Term, materially and adversely diminishes the core functionality of the Service for which Customer has paid, and fails to restore that functionality within thirty (30) days after written notice from Customer, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees attributable to the period after the effective termination date.

14.6 Effect of Termination. Upon expiry or termination of an Order Form: (a) Customer's right to access the Service and Lead Database Data ceases; (b) Customer remains liable for all accrued, unpaid Fees through the effective date; (c) Customer may, for a period of thirty (30) days after the effective date (the "Export Window"), export Customer Data using the Service's self-serve export functionality, after which Lead IP will delete or anonymise Customer Data in accordance with the DPA, except for data Lead IP is required to retain by applicable law (e.g., German tax/commercial-law retention obligations under §§ 147 AO, 257 HGB, typically up to ten years for accounting records, which Lead IP will retain in restricted, access-controlled archives and use only for that legal purpose); (d) Lead Database Data ceases to be available, and Customer must delete any cached or downloaded Lead Database Data, except records that have been transferred into Customer's own CRM/marketing systems with a lawful basis independent of the Service; (e) Sections that by their nature should survive termination (including Sections 1, 5.4, 6.4, 13 (with respect to outstanding Fees), 14.6, 15, 16 (with respect to retention/deletion), 18, 20, 21, 22, 23, 25–28) shall survive.

14.7 Bankruptcy of Lead IP. In the event of insolvency proceedings concerning Lead IP, Customer's rights to access Customer Data shall, to the extent permitted by mandatory law, continue until the earlier of (i) Customer's export of Customer Data and (ii) ninety (90) days after the opening of insolvency proceedings.

15. Confidentiality

15.1 Definition. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient"), in any form, that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, customer lists, pricing, technology, security details, source code, AI prompts and system instructions, model parameters, audit reports and Customer Data.

15.2 Obligations. The Recipient shall (a) use Confidential Information solely to perform under, or exercise rights under, these Terms, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care, and (c) limit access to those of its employees, contractors, advisors and Sub-Processors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.

15.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms by the Recipient, (b) was rightfully in the Recipient's possession before disclosure without obligation of confidence, (c) is rightfully obtained from a third party without obligation of confidence, or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

15.4 Compelled Disclosure. If the Recipient is required by law, court order, regulator or stock-exchange rule to disclose Confidential Information, the Recipient may do so, provided that (where lawful) it gives the Discloser reasonable advance notice and reasonable cooperation in seeking to limit the scope of disclosure or obtain a protective order.

15.5 Term. Confidentiality obligations apply during the term and for five (5) years thereafter; trade secrets remain protected for as long as they qualify as such under applicable law.

16. Data Protection and Privacy

16.1 Roles. The parties acknowledge that the Service involves multiple processing activities with different roles:

Customer Data processed within Customer's workspace (e.g., uploaded contacts, CRM records, communications drafted by Customer, AI Output generated for Customer): Customer is the controller and Lead IP is the processor. The DPA governs.
Lead Database Data prior to import by Customer: Lead IP is an independent controller; Customer becomes a controller for its own use upon import (Section 10.2).
Account-administration data of Authorised Users (e.g., login, audit logs, billing): Lead IP is a controller for the limited purposes of providing, securing, billing and improving the Service.
Aggregated and de-identified data: not Personal Data; Section 6.4 governs.

16.2 DPA. The DPA, including the EU Standard Contractual Clauses (Module Two — Controller to Processor — and where relevant Module Three) and the UK Addendum (UK IDTA / Annex), is incorporated by reference and applies whenever Lead IP processes Personal Data on behalf of Customer. By accepting these Terms, Customer concludes the DPA with Lead IP.

16.3 International Transfers. Where Personal Data is transferred from the EEA, UK or Switzerland to a country not covered by an adequacy decision, Lead IP relies on the EU SCCs, UK Addendum, Swiss-recognised SCCs and supplementary measures as set out in the DPA. Lead IP maintains transfer-impact assessments for material data transfers.

16.4 California / U.S. Privacy. For Personal Data subject to the CCPA/CPRA, Lead IP acts as a "Service Provider" when processing Customer Data on Customer's behalf and shall not (a) sell or share such Personal Data, (b) retain, use or disclose Personal Data outside the direct business relationship with Customer, or (c) combine such Personal Data with Personal Data received from other sources, in each case except as permitted by the CCPA/CPRA or instructed by Customer. With respect to Lead Database Data, Lead IP acts as a Business and observes applicable consumer rights mechanisms; Customer is responsible for downstream rights handling regarding records it imports.

16.5 Data-Subject Rights. Lead IP will provide Customer with the technical means to access, correct, restrict, delete, port and object to the processing of Personal Data within Customer Data. For Lead Database Data, Lead IP operates a centralised request channel (lexi@leadlex.com) and will fulfil verifiable requests in accordance with Applicable Data Protection Laws.

16.6 Personal Data Breach. Lead IP will notify Customer without undue delay, and in any event within seventy-two (72) hours, of becoming aware of a Personal Data breach affecting Customer Data, in accordance with the DPA, including known information about the nature, scope, affected categories of data and persons, likely consequences and remedial measures.

16.7 Customer Cooperation. Customer shall (a) provide Lead IP with sufficient information to enable Lead IP to comply with its obligations under Applicable Data Protection Laws, (b) implement appropriate technical and organisational measures within its own environment, and (c) not configure the Service in a manner that causes Lead IP to violate Applicable Data Protection Laws.

16.8 Privacy Notice. Lead IP's privacy notice for the Service is published at https://leadlex.com/privacy and describes Lead IP's processing of Personal Data in its capacity as controller.

17. Security

17.1 Security Programme. Lead IP maintains an information-security programme that is reasonable and appropriate to the nature of the Service and the Personal Data processed, aligned with industry standards (such as ISO/IEC 27001 and the principles of the BSI IT-Grundschutz). The programme includes administrative, technical and physical safeguards designed to protect against unauthorised access, use, alteration, disclosure or destruction of Customer Data.

17.2 Measures. Without limitation, Lead IP implements:

Encryption in transit (TLS 1.2+ or higher) and at rest (AES-256 or equivalent) for Customer Data;
Role-based access controls, least-privilege access and multi-factor authentication for personnel access to production systems;
Network and host hardening, vulnerability management and patching;
Logging, monitoring and anomaly detection;
Secure software-development practices including code review and dependency scanning;
Regular penetration testing and remediation;
Personnel screening, security training and confidentiality obligations;
Physical security through enterprise cloud providers (AWS / Hetzner / equivalent EU-based providers as applicable); and
Business-continuity and disaster-recovery procedures.

17.3 Audit Reports. Lead IP will, upon Customer's reasonable request and subject to confidentiality, make available a summary of its current security controls, penetration-test summary and (where applicable) third-party audit reports, no more than once per twelve-month period unless required following a confirmed breach affecting Customer.

18. Intellectual Property

18.1 Lead IP IP. Lead IP and its licensors retain all right, title and interest in and to the Service, the Documentation, Lead Database Data (subject to third-party rights), AI Features (including prompts, prompt templates, system instructions, scoring models, fine-tuning artefacts created by Lead IP, and software), Lead IP's trademarks (including "LeadLex" and the LeadLex logo), and any improvements, modifications and derivatives, including any IP arising from Feedback (Section 4.4). Except for the licences expressly granted in these Terms, no rights are transferred to Customer.

18.2 Customer IP. Customer retains all right, title and interest in and to Customer Data, Customer's trademarks, and Customer's own products and services.

18.3 Trademark and Logo. Lead IP may, with Customer's prior written consent (email is sufficient), identify Customer as a customer and use Customer's name and logo on Lead IP's website and marketing materials. Customer may revoke that consent prospectively at any time by writing to lexi@leadlex.com.

18.4 AI Output. Section 11.8 governs AI Output.

19. Service Levels and Support

19.1 Availability. Lead IP shall use commercially reasonable efforts to make the production Service available with monthly uptime of at least 99.5%, calculated on a 24×7 basis and measured at Lead IP's edge, excluding (a) scheduled maintenance announced at least forty-eight (48) hours in advance, (b) emergency maintenance, (c) Force Majeure Events (Section 24), (d) outages caused by Customer or its integrations, and (e) Beta Features and Free Trials. Where an Order Form specifies a different SLA, that SLA controls.

19.2 Service Credits. If, in any calendar month, the Service's actual uptime falls below the target in Section 19.1 (and is not due to an excluded event), Customer is entitled, upon written request submitted within thirty (30) days of the end of the affected month, to a service credit equal to (a) 5% of the monthly Subscription Fee for that month if uptime was between 99.0% and 99.5%, (b) 10% if between 95.0% and 99.0%, and (c) 25% if below 95.0%, capped at 25% of the monthly Fee. Service credits are Customer's sole and exclusive remedy for availability failures.

19.3 Support. Standard support is provided in English and German via email (lexi@leadlex.com) and the in-app help, during Business Hours (09:00–18:00 CET on Business Days), with reasonable-effort response targets posted at https://leadlex.com/support. Premium support, if applicable, is set out in the Order Form.

19.4 Maintenance Window. Lead IP's standard maintenance window is Sundays 02:00–05:00 CET / CEST. Lead IP will use reasonable efforts to perform maintenance during this window.

20. Warranties and Disclaimers

20.1 Mutual Warranties. Each party represents and warrants that (a) it has the right and authority to enter into and perform these Terms, (b) its execution and performance do not violate any other agreement or obligation, and (c) it will comply with all laws applicable to its performance under these Terms.

20.2 Limited Lead IP Warranty. Lead IP warrants that, during the Subscription Term, the Service will materially conform to the Documentation. Customer's sole and exclusive remedy, and Lead IP's sole liability, for breach of the foregoing warranty is, at Lead IP's option, (i) re-performance of the non-conforming portion, (ii) provision of a workaround, or (iii) if neither is reasonably feasible within thirty (30) days of notice, termination of the affected Order Form and a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.

20.3 Disclaimers. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 20.2 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, AI FEATURES, AI OUTPUT, LEAD DATABASE DATA, BETA FEATURES, FREE TRIALS, INTEGRATIONS, DOCUMENTATION AND ANY DATA, RESULTS OR CONTENT MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. LEAD IP AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR THAT DEFECTS WILL BE CORRECTED. LEAD IP DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR DELIVERABILITY OF ANY OUTREACH SENT THROUGH THE SERVICE OR THE BUSINESS RESULTS, REVENUE, RESPONSE RATES OR LEAD QUALITY OBTAINED BY USING THE SERVICE.

20.4 Statutory Rights. Nothing in this Section 20 limits or excludes any warranty or liability that cannot be limited or excluded under mandatory applicable law (including under §§ 309, 310 BGB or the German Product Liability Act).

21. Limitation of Liability

21.1 Unlimited Liability. Nothing in these Terms limits or excludes the liability of either party for (a) damages arising from injury to life, body or health, (b) intent or gross negligence, (c) liability under the German Product Liability Act (Produkthaftungsgesetz), (d) breach of an express written warranty (Garantie) given by Lead IP, (e) fraudulent misrepresentation, or (f) any other liability that cannot be excluded or limited under mandatory law.

21.2 Limitation in Case of Slight Negligence. Subject to Section 21.1, in the case of slight negligence (einfache Fahrlässigkeit), Lead IP is liable only for breach of a material contractual obligation (cardinal duty / Kardinalpflicht), being an obligation the fulfilment of which is essential for the proper performance of these Terms and on which the other party regularly relies. In such cases, liability is limited to typical, foreseeable damage at the time of conclusion of these Terms.

21.3 Aggregate Cap. Subject to Sections 21.1 and 21.4, each party's total aggregate liability arising out of or in connection with these Terms, however arising and on any theory of liability, shall not exceed an amount equal to the Fees paid or payable by Customer to Lead IP under the Order Form giving rise to liability in the twelve (12) months immediately preceding the event giving rise to the claim (or, if multiple events, the first such event).

21.4 Excluded Damages. To the maximum extent permitted by applicable law and subject to Section 21.1, neither party shall be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, lost profits, lost revenue, lost business opportunity, lost goodwill, lost or corrupted data, the cost of substitute goods or services, or business interruption, even if advised of the possibility thereof.

21.5 Apportionment. Lead IP's liability is reduced to the extent that loss is caused or contributed to by Customer's breach (including breaches of Sections 6.2, 8, 9, 10.3, 11.6 or 23) or its failure to mitigate.

21.6 Time Bar. Except for claims for unpaid Fees and except where a longer period is required by mandatory law, no action arising out of or relating to these Terms may be brought more than two (2) years after the cause of action accrued.

21.7 AI Output and Outreach. Without limiting the generality of this Section 21 and to the maximum extent permitted by mandatory law, Lead IP shall not be liable for damages arising out of (a) Customer's reliance on, or use of, AI Output that Customer did not review and approve, (b) Customer's use of an autonomous AI Agent to send communications without per-message human review, (c) deliverability of communications, or (d) regulatory penalties or third-party claims arising out of Customer's outreach activities, in each case absent intent or gross negligence by Lead IP.

22. Indemnification

22.1 Lead IP Indemnity. Lead IP shall defend Customer against any third-party claim alleging that Customer's authorised use of the Service infringes that third party's patent, registered design, trademark, copyright or trade-secret rights (an "IP Claim"), and shall pay damages and reasonable legal costs finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement approved in writing by Lead IP. Lead IP has no obligation under this Section 22.1 for IP Claims arising from (a) modification of the Service by anyone other than Lead IP, (b) combination of the Service with non-Lead IP products, services or data, (c) Customer Data or Customer's prompts, (d) use of the Service contrary to the Documentation or these Terms, (e) Beta Features or Free Trials, or (f) AI Output to the extent attributable to Customer's prompt or instructions. If the Service is, or in Lead IP's opinion is likely to be, the subject of an IP Claim, Lead IP may, at its option and expense, (i) procure for Customer the right to continue using the affected portion, (ii) modify or replace the affected portion to be non-infringing while substantially preserving functionality, or (iii) terminate the affected Order Form and refund prepaid Fees for the unused portion of the Subscription Term. This Section 22.1 states Lead IP's sole liability and Customer's sole remedy for IP Claims.

22.2 Customer Indemnity. Customer shall defend, indemnify and hold harmless Lead IP, its Affiliates, and their respective officers, directors, employees, agents and Sub-Processors from and against any third-party claim, regulatory action, fine or proceeding arising out of or relating to (a) Customer Data, including any claim that Customer Data infringes or violates third-party rights or applicable law (including Applicable Data Protection Laws), (b) Customer's breach of Sections 6.2, 8, 9, 10.3, 11.6 or 23, (c) Customer's outreach communications, including spam, TCPA, CAN-SPAM, CASL, ePrivacy or telemarketing claims, (d) Customer's use of AI Features or AI Output (including reliance on un-reviewed output), (e) Customer's use of the Service in combination with non-Lead IP products or data, or (f) Customer's breach of an express representation or warranty.

22.3 Procedure. The party seeking indemnification shall (a) promptly notify the indemnifying party in writing of the claim (delay does not relieve the indemnifying party except to the extent it is prejudiced thereby), (b) tender sole control of the defence and settlement to the indemnifying party (provided that no settlement that imposes liability or admits fault on the indemnified party is made without the indemnified party's prior written consent), and (c) provide reasonable cooperation at the indemnifying party's expense.

23. Trade, Sanctions and Export Controls

23.1 Compliance. Each party shall comply with all applicable economic-sanctions, anti-money-laundering, anti-bribery (including the German Anti-Bribery laws, the U.S. FCPA and the UK Bribery Act) and export-control laws and regulations, including those administered by the European Union, the Federal Republic of Germany (including AWG/AWV), the United Nations, the United Kingdom, and the United States (including OFAC, BIS/EAR and ITAR).

23.2 Restrictions. Customer shall not, and shall not permit any Authorised User or third party to, (a) access or use the Service from, or export, re-export or transfer the Service to, any Restricted Jurisdiction, (b) provide access to the Service to any individual or entity that is the subject or target of comprehensive economic sanctions or that is listed on any applicable consolidated sanctions or denied-parties list (a "Sanctioned Person"), or (c) use the Service for any prohibited end-use, including any military or weapons end-use, nuclear, missile, chemical or biological weapons-related end-use, or any other end-use prohibited by applicable export-control laws.

23.3 Representations. Customer represents and warrants that, as of the effective date and at all times during the term, neither Customer nor any of its Affiliates, principals, directors, officers or beneficial owners is a Sanctioned Person or located in a Restricted Jurisdiction. Customer shall promptly notify Lead IP if any of these representations cease to be true.

23.4 Right to Suspend or Terminate. Lead IP may suspend or terminate Customer's access (in whole or in part) immediately on becoming aware of, or having a reasonable basis to suspect, any breach of this Section 23, without liability and without prejudice to Lead IP's other rights.

24. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, armed conflict, terrorism, civil unrest, epidemic or pandemic (including governmental responses thereto), strike, labour dispute, fire, flood, earthquake or other natural disaster, internet, cloud-provider or telecommunications failure, denial-of-service or other cyberattack, governmental act, embargo, sanctions, or supply-chain disruption (each, a "Force Majeure Event"). The affected party shall notify the other party of the Force Majeure Event and use reasonable efforts to mitigate. If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form on written notice, in which case Customer shall be entitled to a pro-rata refund of prepaid Fees for the unused period.

25. Modifications to the Service and Terms

25.1 Service Modifications. Lead IP may modify, enhance or discontinue features of the Service, subject to Section 2.4 and Section 14.5.

25.2 Modifications to Terms. Lead IP may amend these Terms from time to time. Amendments will be communicated by email to Customer's billing or admin contact, by in-app notice, or by updating the version published at https://leadlex.com/terms. Material amendments (including changes to Fees during a renewal cycle, liability, governing law, scope of data processing, or AUP scope) will take effect no earlier than thirty (30) days after notice. Non-material amendments (e.g., clarifications, contact details, formatting) take effect upon posting.

25.3 Right to Object. If Customer objects to a material amendment, Customer may terminate the affected Order Form for convenience by written notice to Lead IP within thirty (30) days of the notice of amendment, in which case Customer is entitled to a pro-rata refund of prepaid Fees for the period after the effective date of termination. Continued use after the effective date of an amendment constitutes acceptance.

25.4 Order Form Conflicts. Where these Terms conflict with an executed Order Form, the Order Form prevails for the conflict. Pre-printed terms on Customer purchase orders or invoices are expressly rejected and have no effect.

26. Governing Law and Dispute Resolution

26.1 Governing Law. These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

26.2 Exclusive Jurisdiction. The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be the courts of Munich, Germany, where permitted by law. Lead IP retains the right to bring proceedings against Customer in any other jurisdiction where Customer is established or holds assets, where reasonably necessary to enforce its rights.

26.3 Informal Resolution. Before commencing formal proceedings (other than for injunctive or interim relief), the parties shall attempt to resolve disputes in good faith through escalation to senior representatives for at least thirty (30) days.

26.4 Injunctive Relief. Notwithstanding Section 26.3, either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual-property rights, Confidential Information, or the integrity or security of the Service.

26.5 EU Online Dispute Resolution. The Service is offered to business customers; Lead IP is not obliged to participate in alternative dispute-resolution proceedings before consumer arbitration boards within the meaning of the German Consumer Dispute Resolution Act (VSBG) and does not undertake to do so.

27. Miscellaneous

27.1 Entire Agreement. These Terms (including any Order Form, the DPA, the SLA, the AUP and any policies referenced herein) constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, proposals or representations on that subject matter.

27.2 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that comes closest to the parties' economic intent.

27.3 Assignment. Customer may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without Lead IP's prior written consent (not to be unreasonably withheld). Lead IP may assign these Terms to an Affiliate, or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, on written notice to Customer. Any purported assignment in violation of this Section is void.

27.4 No Waiver. Failure or delay by either party to enforce any right or provision is not a waiver of that right or provision. Waivers must be in writing to be effective.

27.5 No Partnership. These Terms do not create any partnership, joint venture, agency, fiduciary or employment relationship. Neither party has authority to bind the other.

27.6 Third-Party Rights. These Terms do not confer any rights on any third party (other than Lead IP's indemnified persons under Section 22.2 and Lead IP's Affiliates), and the operation of the German Vertrag zugunsten Dritter (§ 328 BGB) is excluded except as expressly stated.

27.7 Notices. Legal notices to Lead IP must be sent in writing to lexi@leadlex.com with a copy to Lead IP GmbH, Trogerstraße 50, 81675 Munich, Germany. Notices to Customer may be sent to the email address designated in Customer's Account or, where no such address is designated, to any email address reasonably associated with Customer's billing contact. Operational notices may be delivered through in-app messaging.

27.8 Language. The English version of these Terms is the operative version. Translations are provided for convenience and, in the event of any conflict between the English version and a translation, the English version controls, except where mandatory law requires otherwise (e.g., where consumer-protection rules apply, which is not the case here).

27.9 Counterparts; Electronic Signatures. Order Forms may be executed in counterparts and by electronic signature (including click-through and DocuSign or equivalent), each of which shall be deemed an original and which together constitute one instrument.

27.10 Headings. Headings are for convenience only and do not affect interpretation.

27.11 Survival. Provisions that by their nature should survive termination shall survive, as set out in Section 14.6.

28. Contact

Lead IP GmbH Trogerstraße 50, 81675 Munich, Germany Commercial Register: Amtsgericht München, HRB 263320 VAT ID: DE340540578 Managing Directors: Alexander Messerer, Winston Schultze

General: lexi@leadlex.com
Legal / Privacy: lexi@leadlex.com / lexi@leadlex.com
Security: lexi@leadlex.com
Billing: lexi@leadlex.com