DRAFT — requires attorney review before launch.

TERMS OF SERVICE

Last updated: [date]

1. Who we are and what this agreement is

These Terms of Service ("Terms") are an agreement between [Company legal name], a [state of organization] [entity type] with its address at [business address] ("we", "us", "our"), and the business or person that creates an account with us ("Customer", "you"). Our contact email is [contact email].

If you accept these Terms for a business, you confirm that you have authority to bind that business. "Users" means the people you or your administrators allow to sign in to your account.

The service is a contact-search platform. You upload lead and contact data, and you and your Users search, filter, import, enrich and export it ("the Service"). The Service is for business use only, not for consumer or household use.

2. Your data and our role

"Customer Data" means everything you or your Users upload to or create in the Service, including contact records and any identifiers in them, such as Social Security numbers (SSNs) and employer identification numbers (EINs).

You own Customer Data. We process it on your behalf and on your instructions, only to provide, secure and support the Service. We do not sell Customer Data, we do not use it to advertise, and we do not look at it except where needed to provide the Service, keep it secure, prevent abuse, or comply with law. Enrichment only matches records against your own contacts, never another customer's.

You give us a limited licence to host, copy, transmit and process Customer Data for those purposes.

3. Your responsibility for what you upload

You are solely responsible for Customer Data and for your use of it. In particular, you confirm and agree that:

(a) you have the legal right to collect, hold, upload and use all Customer Data, and to have us process it;
(b) you have given every notice and obtained every consent that the law requires for that, including for any SSNs and other sensitive identifiers you upload;
(c) your use of Customer Data, including searching, contacting people and exporting it, complies with all laws that apply to you. Depending on what you do, these can include consumer reporting laws such as the Fair Credit Reporting Act (FCRA), financial privacy laws such as the Gramm-Leach-Bliley Act (GLBA), telemarketing and messaging laws such as the Telephone Consumer Protection Act (TCPA), anti-spam laws, do-not-call rules, and state privacy and data-broker laws;
(d) you will honour opt-out, deletion and access requests from the people in your data.

We do not review Customer Data for legality, and we do not give legal advice. The Service does not make your use of data compliant. Do not upload SSNs or other sensitive data unless you have the right to and a genuine need to.

4. Accounts and Users

You must give accurate information and keep your credentials secure. You are responsible for all activity under your account, for the actions of your Users, and for removing Users who should no longer have access. Each plan has a limit on the number of Users. Tell us promptly at [contact email] if you suspect unauthorised access.

5. Acceptable use

You will not, and will not let anyone else:

- use the Service in violation of law, or to harass, defraud or unlawfully discriminate against anyone;
- upload data you have no right to hold, or data that was unlawfully obtained;
- use the Service to make decisions about a person's eligibility for credit, insurance, employment or housing in a way that makes you or us a consumer reporting agency, unless we have agreed in writing;
- attempt to access another customer's data, probe or test the security of the Service without our written permission, or bypass limits or access controls;
- interfere with or overload the Service, or introduce malware;
- resell or give access to the Service to third parties, other than your own Users;
- reverse engineer the Service, except where the law does not allow this restriction.

We may suspend access that breaks this section, and we will tell you when we reasonably can.

6. Subscription, fees and payment

The Service is a paid subscription on the plan you choose. Each plan states its monthly price, the number of contacts included, the number of Users included, and the price for usage above the included amounts.

Billing. A card is required to sign up, and there is no free trial. The first charge is at signup. After that, the base fee is charged in advance each month, on the same day.

Overage. The billable unit is the number of contacts stored in your account. If the highest number of contacts stored at any time during a billing period is more than your plan includes, the excess is charged in blocks, as set out in your plan, rounded up to a whole block. There is no cap on overage. Overage is billed in arrears, on the next monthly invoice. Deleting contacts lowers your future usage, but it does not reduce a peak already reached in the current period.

Extra Users. If your plan allows extra Users for a fee, each User above the included number is charged per month, prorated. If it does not, you cannot add Users above the limit without changing plans.

Card on file. You authorise us, through our payment processor, to charge your card on file for all fees. You must keep the card details valid. Fees are in US dollars, are non-refundable except where the law requires, and exclude taxes, which you are responsible for.

Changes. We may change prices or plans on at least 30 days' notice. The change applies from your next billing period. You may cancel before it takes effect.

7. Failed payments

If a payment fails, we will notify your administrators and the payment processor will retry. While payment is overdue, your account shows a warning. If the payment is still not made when retries end, your account is marked unpaid and becomes read-only. In read-only mode your Users can sign in, search, and export or download data. They cannot import, edit, delete, enrich or otherwise change data. Paying the overdue amount restores full access. We do not delete data while your account is unpaid. If the subscription is cancelled for any reason, including by us after continued non-payment, section 8 applies.

8. Cancellation, retention and deletion

You can cancel at any time through the billing portal in the Service. Cancellation takes effect at the end of the period you have paid for. Until then your account is read-only, and you can still sign in and export your data. You are not charged again after that.

After the period ends, you can no longer sign in. We keep your data for 30 days, during which you can ask us to export it for you. After those 30 days, we delete your account database and files. Backups are kept for up to 14 days, so deleted data leaves backups within 14 days of deletion. We keep billing and tax records as the law requires. We can delete data sooner if you ask in writing, and we cannot recover it afterwards. Deleting an individual record or User earlier is your choice in the Service.

9. Security

We use reasonable technical and organisational measures to protect Customer Data. They currently include:

- a separate database for each customer account;
- encryption of SSNs and similar identifiers at rest;
- encryption of data in transit;
- access controls, limits on sign-in attempts, and session controls;
- nightly backups of each database, kept for 14 days.

No system is perfectly secure. We do not claim any security certification or audit report, such as SOC 2 or ISO 27001, unless and until we say so in writing. You are responsible for your own systems, devices and Users' passwords.

10. Subprocessors

We use these service providers to run the Service, and we may add or replace others:

- Stripe, Inc., for payment processing. Stripe receives billing details and your card data. We do not store full card numbers;
- [hosting provider], for hosting servers, databases and file storage;
- [email provider], for sending service emails such as verification and billing notices.

We will give you the current list on request, and we require each provider to protect data under written terms.

11. Breach notification

If we learn that Customer Data in our systems has been accessed or disclosed without authorisation, we will tell your account administrators by email without undue delay, and in any event within 72 hours of confirming it, unless the law or a law-enforcement request requires us to wait. The notice will say what we know about what happened, the data involved, and what we are doing about it. You are responsible for deciding whether you must notify the people in your data or regulators, and for doing so, and we will give you reasonable help.

12. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only for this agreement. This does not apply to information that is public through no fault of the recipient, was already known, or must be disclosed by law.

13. Service availability and changes

We aim to keep the Service available but do not promise it will be uninterrupted or error-free. We may update the Service. We will try to give notice of changes that significantly reduce its features.

14. Disclaimer

The Service is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant the accuracy of data returned by enrichment or any other feature.

15. Limitation of liability

To the fullest extent the law allows: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue; and (b) each party's total liability under these Terms is limited to the fees you paid us in the 12 months before the event that gave rise to the claim. These limits do not apply to your payment obligations, to your responsibility under section 3, to either party's indemnity obligations, or to liability that cannot be limited by law. [Attorney to review these exceptions and the caps.]

16. Indemnity

You will defend and indemnify us against claims, losses and costs (including reasonable legal fees) that arise from Customer Data, from your breach of section 3 or section 5, or from your use of the Service in violation of law. We will defend and indemnify you against third-party claims that the Service itself infringes their intellectual property rights.

17. Term and termination

These Terms last as long as you have an account. Either party may end them for a material breach that is not fixed within 30 days of notice. We may suspend or end your access immediately for serious misuse. Sections that by their nature should survive, including 3, 8, 11 to 16 and 19, will survive.

18. Changes to these Terms

We may update these Terms. We will post a new version in the Service and tell your administrators by email. The new version applies from the date stated in the notice, which will be at least 30 days after the notice for material changes. If you keep using the Service after that date, you accept it. We keep a record of which version each customer accepted and when.

19. Governing law and disputes

These Terms are governed by the laws of [state], without regard to conflict-of-law rules. The courts of [county, state] have exclusive jurisdiction, and each party agrees to them. [Attorney to decide on arbitration, venue and any class-action waiver.]

20. General

These Terms, with your plan details and our Privacy Policy, are the entire agreement. If a provision is unenforceable, the rest stays in effect. You may not assign these Terms without our consent, except to a successor of your whole business. We may assign them to a successor. Neither party is liable for delay caused by events beyond its reasonable control. Notices to us go to [contact email]; notices to you go to your account administrators' email.