This AGREEMENT is between Leverly LLC (hereinafter referred to as “Leverly”) located at 434 West Cedar Street, 4th Floor, San Diego, CA 92101 and the person or entity accepting this Agreement on the terms contained herein (hereinafter referred to as “Client”).
In the event that there is a change in name or address of Leverly or the Client, the other party must be notified in writing as soon as possible of such change.
Whereas:
The Client has requested Leverly to provide the Leverly Automated Lead Response Management System (the “Services” or “System”), and Leverly has agreed to provide the Services on the terms and conditions set out herein.
NOW, THEREFORE, IN CONSIDERATION of the Mutual Covenants and Agreements hereinafter contained, the Parties hereto agree as follows:
- ACCEPTANCE AND COMPLIANCE
LEVERLY PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CLIENT ACCEPTS AND COMPLIES WITH THEM. BY ACCEPTING THESE TERMS AND CONDITIONS, CLIENT (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) CLIENT IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CLIENT IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, THE PERSON ACCEPTING THIS AGREEMENT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CLIENT AND BIND CLIENT TO ITS TERMS. IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LEVERLY WILL NOT AND DOES NOT LICENSE THE SERVICES TO CLIENT AND CLIENT MUST NOT USE THE SERVICES. - LICENSE GRANT AND SCOPE
Subject to and conditioned upon Client’s payment of fees and strict compliance with all terms and conditions set forth in this Agreement, Leverly hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use the Services. - SERVICE AND SUPPORT
Subject to the terms and conditions of this Agreement, Leverly will use reasonable efforts to provide the Services and to provide Client with support services through electronic mail or telephone, in accordance with Leverly’s standard practice. Client shall be responsible for obtaining and maintaining any equipment needed to use the Services (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords, and files, and for all uses of Client account or the Equipment. Leverly has no obligation to provide support services if Client is in breach of this Agreement or if Client has modified the Services without prior authorization from Leverly. Leverly reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to maintain or enhance the quality of Services, the competitive strength of the Services, the Services’ cost efficiency or performance, or to comply with applicable law. - INSTALLATION
The installation (“Installation”) shall be defined as the preparation and setup of Leverly’s Automated Lead Response Management System for use in a production environment. The date on which the System has been installed is the installation date (“Installation Date”). The period of time between the Agreement Close Date and the Installation Date for a System purchased shall be known as the installation period (“Installation Period”) and shall not exceed forty-five (45) calendar days. At Leverly’s discretion, any Installation Period that exceeds forty-five (45) calendar days due to Client’s inability to respond to Leverly’s requests for information or changes may result in the commencement of billing for the Service regardless of Installation status, provided written notice has been given to Client (which may be sent by email). - TERM AND TERMINATION
The term of this Agreement (“Term”) is month-to-month. Either party shall have the option to terminate this entire Agreement, or to cancel any Service(s) purchased under this Agreement, by providing the other party with thirty (30) days written notice (which can be by electronic mail) of its intent to so terminate. Client will pay in full for the Services up to and including the last day on which the Services are provided. In addition to any other remedies they may have, either party may provide thirty (30) days’ written notice of breach by the other party, provided the notice sets forth the breach. The breaching party will have ten (10) days to cure the breach. If the breach or any portion thereof is not timely cured, the Agreement will terminate at the end of the thirty (30) day period. However, the non-breaching party has the option to waive the breach or any portion thereof, by providing written notice of the waiver fifteen (15) days prior to the expiration of the thirty (30) day period. Upon any termination, Leverly will maintain Client’s archived data for up to thirty (30) days, and, upon request, will deliver such archived data to Client in a mutually agreed upon format (at Client’s expense); thereafter, Leverly may, but is not obligated to, delete archived data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. - SUSPENSION OF SERVICES
Leverly may suspend, terminate or otherwise deny Client’s access to or use of all or any part of the Services without incurring any resulting obligation or liability, if: (a) Leverly receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Leverly to do so; or (b) Leverly believes, in its reasonable discretion, that: (i) Client has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section does not limit any of Leverly’s other rights or remedies, whether at law, in equity, or under this Agreement. - PLANS AND PAYMENT OF FEES
For the most up-to-date pricing, please visit https://leverly.com/pricing/. Leverly reserves the right to modify the prices charged for the Plans, or to add or remove any Plans from the Site at any time without prior notice to Client. Price quotes provided to Client prior to any price modification shall be honored. Leverly offers Plans for lead response-related services (“Plans”). All Standard Subscription fees are billed upfront for the entire term selected. If Client exceeds its monthly allotment of activated leads (“Overages”), Client will receive an additional charge to their credit card on file for those Overages by the 5th day after the Billing Cycle closes. Plans are as follows:- Free Trial Plan
If Client selects a trial Plan (“Trial Plan”), Client will be able to try a Plan and its accompanying services for fifteen (15) days from the date of purchase or activate up to 150 leads, whichever occurs first. At the end of the Trial Plan, Client’s account will automatically be charged the fee associated with the Standard Subscription Plan. - Standard Subscriptions
Leverly offers four (4) standard subscription Plans for lead response-related services.
– Essential Plan
The Essential Plan subscription fee is $325 per month and includes up to one hundred fifty (150) Activated Leads per billing cycle. Each additional lead costs $2.20. The subscription will automatically renew every thirty (30) days unless Client cancels the subscription before the start of the next billing cycle.
– Growth Plan
The Growth Plan subscription fee is $540 per month and includes up to three hundred (300) Activated Leads per billing cycle. Each additional lead costs $1.80. The subscription will automatically renew every thirty (30) days unless Client cancels the subscription before the start of the next billing cycle.
– Business Plan
The Business Plan subscription fee is $1120 per month and includes up to eight hundred (800) Activated Leads per billing cycle. Each additional lead costs $1.40. The subscription will automatically renew every thirty (30) days unless Client cancels the subscription before the start of the next billing cycle.
– Enterprise Plan
The Enterprise Plan subscription fee is based on a negotiated rate between Leverly and Client. - Rate Details
These prices are only applicable to outbound calls from the United States and Canada. Different rates may apply to outbound calls from other countries or to particular area codes within other countries. An “Activated Lead” is a unique lead posted to the Leverly application with a lead phone number. - Plan Upgrades
The above pricing is valid for monthly subscription plans. Client may upgrade the monthly subscription plan to a higher level plan at any time by going to the Client account page located on the Leverly website. Client’s new monthly payment amount will begin with the next Billing Cycle, and a prorated payment for the current Billing Cycle may apply. - Additional Plan Details
Client acknowledges that Standard Subscription fees are billed upfront and Overages are billed in arrears for usage in the prior month. Leverly reserves the right to change the Fees or applicable charges and to institute new charges and fees upon thirty (30) days prior notice to Client (which may be sent by email). Leverly also reserves the right to modify or discontinue the Service (or any part thereof) upon thirty (30) days prior notice to Client (which may be sent by email). Any Client with unpaid amounts more than thirty (30) days past due will bear a late fee of one and one-half percent (1.5%) (or the highest rate permitted by law, if less) of the unpaid amount. Leverly reserves the right to seek collection of all unpaid amounts (including by referral to third-party collectors), and Client will be responsible for all costs of collection, including attorneys’ fees and court costs.
- Free Trial Plan
- DATA SECURITY AND PRIVACY
Leverly will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Client data. Client agrees that Leverly may process Client data as necessary to provide the Services and in accordance with Leverly’s privacy policy, and agrees to comply with all applicable data privacy laws and regulations in its use of the Services. Leverly’s privacy policy is available at https://leverly.com/privacy-policy/. - INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in and to the Services, including but not limited to any software, algorithms, workflows, documentation, and know-how provided by Leverly to Client, shall remain the sole and exclusive property of Leverly. Client shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Services; (b) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Services; (c) violate any applicable laws, rules, or regulations in connection with Client’s access or use of the Services; (d) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of Leverly or its affiliates, partners, suppliers, or the licensors of the Services; (e) use the Services for any purpose for which it is not designed or intended; (f) use the Services for the benefit of any third party, except as expressly permitted by this Agreement; (g) use the Services in any manner that could disable, overburden, damage, or impair the Services, or interfere with any other party’s use and enjoyment of the Services; (h) sublicense, resell, distribute, or assign any rights to the Services to any third party, except as expressly permitted by this Agreement; (i) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Leverly’s detriment or commercial disadvantage; or (j) use the Services for any purpose that is illegal or not permitted under this Agreement. - SERVICE LEVEL AGREEMENT (SLA)
Support Availability
Leverly offers email and phone support during business hours (typically 8AM -6PM ET).
Service Uptime
Leverly strives to maintain a service uptime of 99.9%.
Support Response Targets
Leverly aims to address client inquiries within the following timeframes:
– Critical Incidents (e.g., system down, severe performance degradation): Target Resolution Time: 1-4 hours
– Major Incidents (e.g., significant functionality impaired): Target Resolution Time: 4-8 hours
– Minor Incidents (e.g., minor bugs, cosmetic issues, basic how-to questions): Target Resolution Time: 1-2 business days
Please note: These response targets are estimates and may vary depending on the complexity of the issue and Leverly’s current workload. Leverly will communicate updates and estimated resolution times throughout the troubleshooting process.
How to Report Issues
Clients can report issues through email at help@leverly.com or phone at 619-770-1993 X 1, basic how-to questions can be answered through online chat on our website at https://www.leverly.com. - WARRANTIES AND DISCLAIMERS
Leverly warrants that it will provide the Services in a professional and workmanlike manner consistent with general industry standards and that the Services will perform substantially in accordance with the documentation provided by Leverly. Client’s exclusive remedy for any breach of this warranty shall be re-performance of the defective Services or, if re-performance is not possible, a refund of the fees paid for such defective Services. Leverly does not warrant that the Services will be uninterrupted or error-free or that all defects will be corrected. Leverly provides the Services on an “AS IS” basis and disclaims all other warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. - LIMITATION OF LIABILITY
IN NO EVENT SHALL LEVERLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED, EVEN IF LEVERLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LEVERLY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. - INDEMNIFICATION
Client shall indemnify, defend, and hold harmless Leverly and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with Client’s use of the Services, Client’s breach of this Agreement, or Client’s violation of any applicable law or regulation. - MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced to the fullest extent under law. Client may not assign this Agreement without the prior written consent of Leverly, and any assignment in violation of this provision shall be null and void. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in San Diego, California, and the parties hereby consent to personal jurisdiction and venue therein.
Contact Us
Leverly welcomes your questions or comments regarding the Terms and Conditions:
Leverly LLC
434 W Cedar St. 4th FL
San Diego, California 92101
Email Address:
hello@leverly.com
Telephone number:
619-770-1993
Effective Jun 15, 2024