Terms Of Services
Last Updated: May 15, 2026
Welcome to Lead-Lag Media®! This Terms of Service (“Terms”) constitutes a valid and binding agreement between Lead Lag Publishing, LLC, DBA Lead-Lag Media® (“Company,” “we,” or “us”) and you (“you,” or “your”). These Terms explain the terms and conditions by which you may use our website, application, online and/or mobile services (collectively the “Services”).
By accessing or using the Services, you signify that you have read, understood, and agree to be bound by the terms herein. If you do not agree, you may not use the Services. You may only access and use the Services in accordance with these Terms. You will adhere to all laws, rules, and regulations applicable to your use of the Services.
You represent to us that you are lawfully able to enter into contracts. You must be at least 18 years of age (or the age of legal majority in your jurisdiction if different than 18) to be eligible to use the Services. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement. In certain instances, Company may require you to provide proof of identity to access or use the Services, and you acknowledge and agree that you may be denied access or use of the Services if you refuse to provide such proof. These Terms apply to all visitors, users, and others who access the Services (“Users”).
We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our website. Your continued use of the Services or access to the website following the posting of any changes constitutes acceptance of those changes.
1. Description of the Service
Lead-Lag Media® is an AI-driven sales, marketing, and distribution firm built for the financial services industry. The Company operates an integrated AI engine consisting of more than eighty (80) automated workflows (“AI Agents”) that perform research, content generation, outreach, scheduling, monitoring, reporting, and other operational tasks for the Company and, where contractually authorized, on behalf of its issuer and advisor clients. The Services connect mutual fund and ETF issuers to a network of financial advisors and may offer financial advisors a curated suite of marketing services at no cost. The Services are general business, marketing, communications, and distribution services; they are not, and shall not be construed as, broker-dealer services, investment-advisory services, solicitation activities, underwriting, selling, or distribution of securities within the meaning of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, or any rule of FINRA, the SEC, or any state securities regulator. Where this Agreement refers to “we,” “us,” “our,” “the Company,” or “Lead-Lag Media®,” it refers collectively to actions performed by Company personnel and by AI Agents operating under Company direction, and references to acts or omissions of the Company include acts or omissions of AI Agents. The Company may, but is not obligated to, have human personnel review AI Outputs, and the Company makes no representation that any particular output is reviewed by a human prior to delivery.
1A. AI Services, AI Outputs, and Automated Decisioning
(a) AI Engine and AI Agents. You acknowledge and agree that a substantial portion of the Services is delivered through automated systems, including large language models, machine-learning models, scheduling and routing engines, email and messaging automation, web crawling, data enrichment, and analytics (“AI Engine”). The AI Engine may operate without real-time human supervision. The Company periodically reviews, audits, and tunes the AI Engine but does not represent that every individual output is reviewed by a human prior to delivery.
(b) Nature of AI Outputs. Output produced by the AI Engine (“AI Outputs”) may include drafts, summaries, recommendations, communications, lists, schedules, analyses, and content. AI Outputs are generated probabilistically from training data, source documents, and prompts and may contain errors, omissions, hallucinations, fabricated citations, biased results, outdated information, or unexpected results and may resemble or coincide with content generated for other customers or with third-party content. AI Outputs are provided on an “AS IS” and “AS AVAILABLE” basis. The Company does not warrant the accuracy, completeness, currency, originality, fitness for a particular purpose, or non-infringement of any AI Output and the Company makes no representation that any AI Output is unique to you or free of similarity to outputs delivered to other customers.
(c) Not Investment, Legal, Tax, Accounting, or Compliance Advice; Customer Regulatory Responsibility. No AI Output, content, communication, recommendation, advisor introduction, scheduling, list or other element of the Services constitutes investment advice, a recommendation to buy, sell, or hold any security, a solicitation of any securities transaction, broker-dealer activity, underwriting, distribution, legal advice, tax advice, accounting advice, or compliance advice. The Services are general business, marketing, communications, and distribution services. You are solely responsible for (i) your own investment, legal, tax, accounting, regulatory and compliance decisions; (ii) ensuring that any use you make of the Services or any AI Output complies with all laws, rules, regulations, and applicable codes of conduct (including, without limitation, FINRA, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, MSRB, SEC, CFP Board, NFA, CFTC, and state-level rules) that apply to you, your firm, and your jurisdiction; (iii) the supervision, review, approval, recordkeeping, filing, and pre-use clearance of any advertising, sales literature, correspondence, or retail communications generated through or with the assistance of the Services; and (iv) ensuring that any communication or content you send, publish, file, or distribute meets all applicable disclosure, suitability, fair-dealing, and fiduciary standards. The Company is not, and shall not be deemed to be, a fiduciary, investment adviser, broker, dealer, municipal advisor, finder, placement agent, distributor, underwriter, or supervisor of any kind with respect to you or your customers.
(d) Customer Review Obligation. You agree that, before publishing, sending, distributing, filing, submitting to any regulator or self-regulatory organization, or otherwise relying upon any AI Output (including any draft, copy, list, communication, marketing material, sales literature, or report), you will independently review and, where required, have qualified personnel (including, where applicable, a registered principal or compliance officer) review and approve such AI Output for accuracy, suitability, completeness, and compliance with all laws, rules, regulations, and policies applicable to you. You assume all risk of, and the Company shall have no liability for, any AI Output that you (or anyone acting on your behalf or under your credentials) publish, send, distribute, file, submit, or rely upon, in each case without such independent review and approval. Your failure to review and approve any AI Output shall not be imputed to the Company, and the Company shall not be deemed to have ratified, supervised, or approved any such use.
(e) Third-Party AI Providers. The Company uses, and you consent to the Company’s use of, third-party AI service providers (including but not limited to providers of large language models, speech-to-text models, image and video generation models, embeddings, and search and enrichment APIs) (“AI Providers”). Your data may be transmitted to and processed by AI Providers in accordance with the Company’s contracts with those AI Providers and applicable law. The Company contractually requires its principal AI Providers to refrain from using customer data to train their public foundation models; however, the Company does not control, and makes no representation or warranty as to, the operations, security, availability, accuracy, or training, retention, or logging practices of any AI Provider beyond what is set forth in such provider’s published terms. The Company shall have no liability for any act, omission, error, outage, change in terms, change in model behavior, deprecation, security incident, or data-handling practice of any AI Provider, and your sole recourse with respect to any such matter shall be against the applicable AI Provider. The Company may add, remove, or substitute AI Providers at any time in its sole discretion.
(f) Customer Inputs, Customer Representations, and AI Training. You retain ownership of any data, content, or material that you submit to the Services (“Customer Inputs”). You represent and warrant that (i) you have all rights, consents, licenses, and lawful bases necessary to submit Customer Inputs to the Company and to permit the Company and its AI Providers to process them for the purposes set forth in this Agreement; (ii) Customer Inputs do not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, or other rights; (iii) you will not submit any material non-public information, inside information, protected health information, payment card data, government-issued identifiers, or personal data of any individual for whom you lack a lawful basis to share that data; and (iv) your submission and the Company’s processing of Customer Inputs will comply with all applicable laws (including privacy, data-protection, securities, and anti-money-laundering laws). You grant the Company a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, process, transmit, display, modify, and create derivative works of Customer Inputs (i) to provide and improve the Services to you and other customers, (ii) to operate, monitor, audit, and tune the AI Engine, and (iii) to comply with legal, regulatory, audit, and dispute-resolution obligations. The Company will not use Customer Inputs to train any publicly distributed third-party foundation model. The Company may use or create de-identified, aggregated information derived from Customer Inputs for any lawful business purpose, including to evaluate, benchmark, and improve the Services and the AI Engine. As between you and the Company, the Company and its licensors own all right, title, and interest in and to the Services, the AI Engine, AI Agents, prompts, system instructions, models, weights, fine-tunes, embeddings, and all other technology used to generate AI Outputs. Subject to your payment of any applicable fees and your compliance with this Agreement, the Company grants you a non-exclusive, non-transferable, revocable license to use AI Outputs delivered to you for your internal business purposes, subject to the Customer Review Obligation in Section 1A(d); provided that any AI Output generated in response to prompts, instructions, or Customer Inputs directed by you is provided at your direction and risk.
(g) Outbound Communications. The Services include automated outbound communications (including email, SMS, calendar invitations, voice messages, and social posts) sent by AI Agents on behalf of the Company and, where contractually authorized, on behalf of issuer or advisor clients. By engaging the Services, you consent to receive automated communications from the Company at the email address, phone number, or messaging accounts you provide. Opt-out instructions are provided in each commercial email and in Section 17 (SMS Terms and Conditions). With respect to any communication sent in your name or on behalf of your firm (a “Client-Branded Communication”), you represent and warrant that (i) you have obtained all consents, opt-ins, and lawful bases required under CAN-SPAM, the TCPA, CASL, GDPR, the UK GDPR, state privacy laws, and any analogous law to send (or to direct the Company to send) such communication to each recipient; (ii) the content of such communication complies with all laws and regulations applicable to you (including FINRA Rule 2210 and the SEC Marketing Rule, where applicable); and (iii) you are responsible for supervising, reviewing, approving, and retaining records of such communications as required by your regulatory regime. You shall indemnify and hold the Company harmless against all Losses arising from any Client-Branded Communication, including, without limitation, any TCPA, CAN-SPAM, CASL, GDPR, state privacy, or do-not-call claim. Recipients of any Client-Branded Communication retain all rights to opt out under applicable law.
(h) Reasonable Reliance. Nothing in this Section 1A creates a fiduciary, advisory, or professional duty between you and the Company. The Company does not guarantee that the AI Engine will produce any specific result, including but not limited to introductions, meetings, asset gathering, conversions, or revenue.
1B. Issuer and Advisor Roles; No Regulated Intermediary Status
(a) No Regulated Intermediary Status. The Company is not, and shall not be deemed or construed to be acting as, a broker, dealer, placement agent, distributor, underwriter, solicitor, finder, municipal advisor, investment adviser, sub-adviser, investment company, commodity trading advisor, commodity pool operator, fiduciary, or other regulated intermediary of any kind with respect to you, your firm, any issuer, any fund, any advisor, any investor, or any prospective investor. The Company does not effect, facilitate, negotiate, or recommend any securities transaction, and does not have custody of, take possession of, hold itself out as offering, or make markets in any securities.
(b) Nature of Introductions. Any introduction, connection, list, contact information, meeting, schedule, or similar interaction enabled by the Services between an issuer and an advisor (or between either of them and any third party) is provided solely for general informational, marketing, business-development, and operational convenience purposes. No such introduction constitutes (i) a recommendation by the Company that any party engage with, transact with, invest with, allocate to, distribute the products of, or rely upon any other party; (ii) a representation regarding the suitability, fitness, qualifications, regulatory status, compliance history, or creditworthiness of any party; or (iii) a solicitation by the Company of any securities transaction. Each party is solely responsible for its own due diligence, regulatory compliance, suitability determinations, and contracting decisions.
(c) No Transaction-Based Compensation. The Services are provided on a subscription, flat-fee, or other non-transaction-based basis as set forth in the applicable order, statement of work, or other written agreement between the Company and you. The Company does not receive, and shall not be entitled to receive, any commission, transaction-based compensation, asset-based fee, success fee, finder’s fee, placement fee, or similar compensation that is contingent on the purchase, sale, distribution, recommendation, allocation, or retention of any security, fund, advisory product, or investment, except pursuant to a separate written agreement that expressly provides for such compensation and that the parties have determined, after consultation with their respective counsel, is permissible under all applicable laws, rules, and regulations (including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, FINRA, MSRB, SEC, NFA, CFTC, and applicable state securities laws).
(d) Allocation of Regulatory Status. Each issuer and each advisor that accesses the Services represents and warrants that it (i) holds all licenses, registrations, memberships, and approvals required to conduct its business and to use the Services in the manner it intends; (ii) is solely responsible for determining whether its use of the Services, and any introduction or communication facilitated through the Services, complies with the laws, rules, regulations, and policies applicable to it (including with respect to selling agreements, distribution agreements, dealer-manager agreements, solicitation arrangements, advertising review, and supervision); and (iii) will not characterize, hold out, or treat the Company as its broker, dealer, placement agent, distributor, solicitor, finder, adviser, sub-adviser, or fiduciary in any communication, filing, or agreement.
2. Use of Our Services
These Terms govern your access and use of the Services, and any information that is displayed or provided therein. By accessing and/or using the Services, you are indicating your acceptance of these Terms, which thereby becomes a binding contract between you and Company, and you agree to be bound by all terms and conditions herein. Company’s acceptance is expressly conditioned upon your assent to all the terms and conditions of these Terms, to the exclusion of all other terms.
License.
The Services and all materials therein or transferred thereby, including, without limitation, information, data, software, images, text, graphics, images, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (“Company Content”), and all intellectual property rights related thereto, are the exclusive property of Company and its licensors.
Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Company reserves all rights not expressly granted herein in the Services and the Company Content. Company may terminate this license at any time for any reason or no reason.
Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services, and/or Company Content must be retained on all copies thereof. You have and will obtain no rights to the Services except for the limited rights to use the Services expressly granted by these Terms. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Company reserves all rights not expressly granted under these Terms
Service Rules
i. You acknowledge and agree that the Services are licensed solely for your own internal business purposes (and, where you are an individual user, your own internal professional purposes), and you may not use the Services, the AI Engine, the AI Agents, Company Content, or any AI Output for any other purposes, nor grant access to any third party for any purpose whatsoever, without the prior written consent of Company. Without limiting the foregoing, you shall not (1) resell, sublicense, rent, lease, time-share, white-label, or otherwise make the Services or any AI Output available to any third party; (2) use the Services or any AI Output to provide any service, deliverable, recommendation, or analysis to, or for the benefit of, any third party (including as a service bureau, outsourced provider, managed-service provider, agency, or consultant), except as expressly permitted under a separate written agreement with the Company; (3) use the Services, any AI Output, or any Company Content to develop, train, fine-tune, evaluate, benchmark, or improve any artificial intelligence model, machine-learning system, or competing product or service; (4) use the Services or any AI Output to build, market, or operate any product or service that competes with the Services or with the Company; (5) permit access to the Services by any direct competitor of the Company; or (6) use any robot, spider, crawler, scraper, data-extraction tool, headless browser, or other automated means to access the Services, the AI Engine, or any AI Output, except for tooling expressly provided or authorized by the Company in writing.
ii. You further acknowledge and agree that you shall not (a) impersonate or represent another person nor provide incorrect information about yourself; (b) license, sublicense, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, and/or Company Content, whether in whole or in part; (c) modify, make derivative works of, disassemble, reverse compile, reverse engineer, or otherwise attempt to discover the source code to the software used in the Services, or exploit any part of the Services and/or Company Content; (d) access the Services and/or Company Content in order to build a similar or competitive website or service; (e) copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services, and/or Company Content in any form or by any means; (f) probe, scan, or test the vulnerability of the Services, or underlying systems or network, or breach any security or authentication measures or policies without proper authorization; (g) access the Services with any data extraction, mining, scraping or other data gathering tools, or otherwise copy, collect or scrape any Company Content without written consent; (h) violate any applicable law, rule, or regulation; (i) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any Company Content, or features that enforce limitations on use of the Services; (j) use the Services in any manner that could disable, overburden, damage, impair or engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by Company, may harm or offend Company or other Users of the Service or expose them to liability; (k) introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; and (l) violate any policies, procedures, requirements associated with the Services that Company discloses to you.
You agree not to upload, store, or transmit any sensitive data, including but not limited to social security numbers, portfolio account numbers, or non-public client financial records (“Sensitive Data”). You assume all risk associated with the upload of any such data in violation of these Terms.
You acknowledge that Company may from time-to-time issue upgraded versions of the Services, and may automatically electronically upgrade the version of the Services. You consent to such automatic upgrading, and agree that the terms and conditions of these Terms will apply to all such upgrades.
Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
The Company Content may contain typographical errors or other errors, inaccuracies or deficiencies, and may not be complete, accurate or up to date. We reserve the right to correct any error, deficiency, omission or inaccuracy in any Company Content at any time, but we do not guarantee that any such errors, deficiencies, omissions or inaccuracies will be corrected.
By your use of the Services, you agree and acknowledge that:i. The Services and Company Content are provided for general information and entertainment purposes only. Company is not providing financial, investment, or any other form of advice, is not an investment adviser broker or tax advisor, and is not in the business of trading. ii. Any Company Content provided through the Service should NOT be considered a recommendation. Company does not make any recommendation that any particular security, portfolio of securities, transaction or investment strategy is suitable or advisable for you or for any specific person, or that an investment in such securities will be profitable. iii. Nothing in the Service should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Company or any third party. You may not rely on anything in the Services or Company Content to make any financial or investment decisions. iv. Company does not warrant any results from your use or reliance on any information contained within the Services. v. Company is not obligated to update any information or opinions contained in any of the Company Content on the Services, including that which is subject to change based on varying market conditions or economic circumstances. Company may provide content linked to or from third party websites. The opinions and related content of such third-party websites do not necessarily reflect the opinions of Company. vi. The information provided on this site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation.
AI-Specific Prohibited Conduct. Without limiting any other restriction in these Terms, you agree that you will not, and will not permit any third party to: (i) attempt to reverse-engineer, extract, or replicate any model weights, prompts, system instructions, or training data underlying the AI Engine; (ii) use the Services or any AI Output to train any third-party foundation model or competing AI system; (iii) input into the Services any personal data of any data subject for whom you do not have a lawful basis to share that data with the Company and its sub-processors; (iv) input into the Services any material non-public information, inside information, protected health information, payment card data, or government-issued identifiers, except where you have an express written agreement with the Company permitting such input; (v) use the Services to generate content that is unlawful, defamatory, harassing, deceptive, fraudulent or designed to impersonate any person without authorization; or (vi) use the Services in any manner that violates applicable financial-services laws, rules, or regulations to which you or your firm are subject; (vii) use the Services or any AI Output to make, communicate, or document an individualized investment recommendation to any retail investor, to provide personalized investment advice, to effect any securities transaction, or to perform any activity that would require registration as a broker, dealer, investment adviser, municipal advisor, or solicitor under applicable law; (viii) rely on the Services or any AI Output to satisfy any non-delegable regulatory obligation of yours, including supervision, principal review, advertising pre-use approval, books-and-records, suitability, best-interest, fiduciary, or anti-money-laundering obligations; or (ix) use the Services or any AI Output to make any consequential decision concerning employment, credit, insurance, housing, education, healthcare, or any other matter subject to laws regulating automated decision-making (including the EU AI Act, NYC Local Law 144, and analogous laws) without first entering into a separate written agreement with the Company expressly permitting such use.
3. Proprietary Rights
The Services and the Company Content, and all intellectual property rights related thereto, are the exclusive property of Company and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the Services or any Content therein. Use of the Content for any purpose not expressly permitted by these Terms is strictly prohibited.
4. Fees
Free Services. Company offers certain of its Services for free (“Free Services”). You may be required to enter your billing information in order to sign up for Free Services. At any time, Company reserves the right to modify or cancel such Free Services
California Residents. The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
5. Privacy
We care about the privacy of our clients. Company’s privacy practices are governed by Company’s privacy policy, the most updated copy of which can be found at “Privacy Policy”. The Privacy Policy does not cover the information practices exercised by any third parties that Company does not own or control.
6. Security
Company cares about and takes very seriously the integrity and security of your personal information. We take commercially reasonable administrative, physical and electronic measures designed to safeguard and protect the Services from unauthorized access, use, modification, deletion and/or disclosure by our personnel. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
7. Third-Party Links and Information
The Services may contain links to third-party materials that are not owned or controlled by Company. Company does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Services, you do so at your own risk, and you understand that these Terms and Company’s Privacy Policy do not apply to your use of such sites. You expressly relieve Company from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Company shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
8. Representations and Warranties
You represent and warrant that: (i) You have the power, right and authority to enter into these Terms, and are capable of forming a binding contract, and (ii) you will use the Services for lawful purposes only and in accordance with these Terms and all applicable laws, regulations and policies.
You further represent and warrant that you will not share your any of the information contained within the Company Services with any third party whatsoever without the explicit written permission of Company. For the purpose of clarity, this includes providing access to, as well as copying and sharing Company Content, with any other individual, business, marketing or survey company. You agree that you alone will be responsible for paying Company and other related parties, any damages, losses, penalties and costs whatsoever related to a breach by you of this section.
9. Indemnity
You agree to defend, indemnify and hold harmless Company and its subsidiaries, affiliates, agents, licensors, managers, AI Providers (as third-party beneficiaries), and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, penalties and expenses (including but not limited to attorney’s fees and regulatory inquiry costs) (“Losses”) arising from or relating to: (i) your use of and access to the Services or any AI Output; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any applicable law, rule or regulation; (iv) any other party’s access and use of the Services with your unique username, password or other appropriate security code; (v) any Customer Inputs, prompts, or instructions you submit to the Services, including any claim that such Customer Inputs infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidentiality, or other right of any third party; (vi) your publication, transmission, distribution, filing, or other external use of any AI Output, including any claim that such use was inaccurate, misleading, non-compliant, infringing, or unsuitable; (vii) any Client-Branded Communication or other communication sent on your behalf through the Services; (viii) your failure to satisfy your own regulatory, supervisory, recordkeeping, advertising-review, or fiduciary obligations; and (ix) any claim that the Company’s processing of Customer Inputs at your direction violated applicable law. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. Notwithstanding anything to the contrary herein, your obligations in this section do not apply to any Losses to the extent arising from the gross negligence or willful misconduct of Company.
Records Preservation and Cooperation. You shall preserve, and shall not delete, destroy, alter, or render inaccessible, any books, records, communications, AI Outputs, Customer Inputs, prompts, audit trails, or other materials relating to your use of the Services for the period required by applicable law, rule, or regulation, and in any event for not less than six (6) years following the date of creation or last access. Upon written request from the Company, you shall promptly (and in any event within ten (10) business days) cooperate in good faith with the Company in connection with any (i) regulatory inquiry, examination, sweep, request for information, or enforcement action initiated by any governmental authority, self-regulatory organization, or exchange (including the SEC, FINRA, MSRB, CFTC, NFA, state securities or insurance regulators, attorneys general, the FTC, or any non-U.S. equivalent); (ii) subpoena, civil investigative demand, discovery request, or similar legal process; (iii) third-party claim, demand, or litigation; or (iv) internal investigation by the Company; in each case to the extent concerning your use of the Services, Customer Inputs submitted by you, AI Outputs delivered to you, or any Client-Branded Communication. Such cooperation shall include, without limitation, the prompt production of records and information, making personnel reasonably available for interviews and testimony, providing written declarations and certifications, and consenting to the Company’s production of records relating to your use of the Services to the extent required by law or process. You shall reimburse the Company, within thirty (30) days of invoice, for all reasonable costs and expenses (including reasonable attorneys’ fees, e-discovery costs, and personnel time at the Company’s then-current rates) incurred by the Company in responding to any matter described in clauses (i) through (iv) above to the extent such matter arises from or relates to your acts, omissions, conduct, Customer Inputs, AI Outputs you used or relied upon, or your Client-Branded Communications; provided that the foregoing reimbursement obligation shall not apply to the extent the matter is finally adjudicated to have arisen from the gross negligence or willful misconduct of the Company. The Company shall have no obligation to assert any privilege or defense on your behalf, and you shall be solely responsible for asserting and preserving any privilege belonging to you.
10. No Warranty
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE COMPANY CONTENT CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE COMPANY CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHERMORE, AND WITHOUT LIMITATION, COMPANY DOES NOT WARRANT THAT THE USE OF THE SERVICES OR COMPANY CONTENT WILL RESULT IN ANY PARTICULAR RESULTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR ISSUES RELATING TO YOUR USE OF THE SERVICES IS TO DISCONTINUE YOUR USE THEREOF.
COMPANY MAY ALTER, SUSPEND, ADD TO, OR DISCONTINUE THE SERVICES IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON, WITHOUT NOTICE OR COST. COMPANY ASSUMES NO RESPONSIBILITY FOR YOUR ABILITY TO (OR ANY COSTS OR FEES ASSOCIATED WITH YOUR ABILITY TO) OBTAIN ACCESS TO THE SERVICES. COMPANY DOES NOT ASSUME ANY LIABILITY FOR THE FAILURE TO STORE OR MAINTAIN ANY OF YOUR INFORMATION OR PERSONAL SETTINGS. BY HAVING ACCESS TO THE SERVICES, YOU AGREE THAT COMPANY AND ITS PARTNERS MAY PLACE ADVERTISEMENTS ON THE SERVICES. THE TYPES OF ADVERTISEMENTS ARE SUBJECT TO CHANGE. THE SERVICES MAY BECOME UNAVAILABLE DUE TO MAINTENANCE OR MALFUNCTION OF COMPUTER EQUIPMENT, SERVERS, OR OTHER REASONS.
YOU HEREBY RELEASE AND FOREVER DISCHARGE COMPANY (AND OUR OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS) FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE, THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR THAT RELATES DIRECTLY OR INDIRECTLY TO, THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
AI-Specific Disclaimer. Without limiting the generality of the foregoing, AI Outputs may be incorrect, misleading, incomplete, biased, non-compliant, infringing, or unsuitable for your purposes. The Company expressly disclaims all warranties of any kind with respect to the AI Engine, AI Agents, AI Outputs, third-party AI Providers, automated decisioning, and the accuracy, reliability completeness, originality, non-infringement, or fitness for any purpose of any of the foregoing. The Company is not responsible for, and shall have no liability arising from, any regulatory inquiry, enforcement action, fine, penalty, censure, reputational harm, or third-party claim arising from your use of any AI Output. Customer’s sole and exclusive remedy for any deficient AI Output is, at the Company’s sole option, either (i) the Company’s good-faith re-execution of the relevant workflow or (ii) a refund of fees (if any) paid by Customer for the specific deficient workflow; in no event shall the Company be obligated to provide both.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS OR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.
THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. Term and Termination
These Terms will remain in full force and effect during the length of your subscription and/or while you use or access the Services. We may terminate or suspend your access to the Services immediately, without prior notice or liability, in our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms. In the event that we suspend or terminate your access to and/or use of the Services, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination. Upon termination, your right to use the Services will automatically terminate.
You may end your subscription at any time by sending a cancellation message to michaelgayed@leadlagmedia.com.
13. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
Governing Law. These Terms shall be governed by and construed and enforced in accordance with the laws of the State of New York as it applies to a contract made and to be performed in such state. You consent and agree that the state and federal courts of New York County, New York shall have personal jurisdiction over you, as well as subject matter jurisdiction with respect to any provision of these Terms, and shall be the exclusive forums for any dispute resolution arising out of or relating to these Terms. You also agree to and hereby waive your rights to a trial by jury and agree to accept service of process by mail or email.
Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at michaelgayed@leadlagmedia.com and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration under the Optional Expedited Arbitration Procedures then in effect for the American Arbitration Association (AAA). The arbitration will be conducted in New York County, New York, unless you and Company agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
Expenses and Attorneys’ Fees. In the event any action is brought to enforce any provision of these Terms or to declare a breach of these Terms, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.
14. Confidential Information
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with these Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
15. DMCA Notice
We respect the intellectual property rights of others, and we prohibit the uploading, posting, transmitting, sharing, or otherwise making available any material that violates another party’s intellectual property rights. When we receive proper notification of alleged copyright infringement, we may promptly remove or disable access to any allegedly infringing material, in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that your own copyrighted work is accessible on the Services or any service in violation of your copyright, then you may provide our designated agent with a written communication as set forth in the DMCA, 17 U.S.C. Sec. 512(c)(3) that contains substantially the following information:
Identify in sufficient detail the copyrighted work or intellectual property that you claim has been infringed, so that we can locate the material.
Provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf.
Include a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
Include a statement by you that the information contained in your notice is accurate and that you attest under the penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
Include your name, mailing address, telephone number, and email address. You may submit your notification of Alleged Copyright Infringement by sending an email to our designated agent at michaelgayed@leadlagmedia.com.
16. General
Jurisdictional Matters. The Services are controlled and operated from facilities in the United States. Company makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Notification Procedures and Changes to These Terms. Company may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Company in our sole discretion. Company reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in these Terms. Company is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Company may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the last modified date at the bottom of this page. Your continued use of the Services after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future terms, do not use or access (or continue to access) the Services.
Electronic Communications. Our communications with you via the Services use electronic means, whether you visit the Services or send us an email, or whether we post notices on the Services or communicate with you via email or text. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. You acknowledge that when you sign up for our Services or provide any contact information, including an email address or phone number in connection with that activity, or service (“Contact Information”), you agree that this action constitutes a purchase or inquiry establishing a business relationship with us. You expressly consent to our communicating with you about our products or Services using the Contact Information you provided to us. You also attest that you have the legal authority over any Contact Information that you provide to us and can provide us with the authorization to contact you. This means we may contact you, in person or by recorded message, by e-mail and/or mobile telephone number (including use of automated dialing equipment), text (SMS) message, or any other means of communication that your wireless or other telecommunications device may be capable of receiving. If you do not want to receive such messages, you may opt out. Opting out may prevent you from receiving messages regarding updates, improvements, or offers.
Entire Agreement / Severability. These Terms, together with any amendments and any additional agreements you may enter into with Company in connection with the Services, shall constitute the entire agreement between you and Company concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Feedback. We may use any reports, comments, corrections, ideas and suggestions in any form regarding the Services that you provide to us (collectively, the “Feedback”). You grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback in connection with any products and services.
Interpretation. Section headings are for reference only, and shall not be construed as substantive parts of these Terms. Each capitalized term used in these Terms (including any schedule or exhibit of these Terms) shall have the meaning attributed to it in any part of these Terms (including any such schedules or exhibits).
Survival. You acknowledge and agree that all indemnification, confidentiality, intellectual property, governing law, dispute resolution, enforceability/injunctive relief, limitation of liability and other provisions which by their terms contemplate survival shall survive the termination or expiration of these Terms regardless of the cause of such termination.
17. SMS Terms and Conditions
SMS For Consent Communication
The information (Phone Numbers) obtained as part of the SMS consent process will not be shared with third parties for marketing purposes.
Types of SMS Communications
If you have consented to receive text messages from Lead-Lag Media®, you may receive text messages related to calendar reminders, and scheduling.
For Example: Hello Thank you for contacting Lead-Lag Media®, how can we help you? Reply Stop to opt-out at any time. Message and data rates may apply, for assistance, text Help” or visit our Privacy Policy – Lead-Lag Media® and Terms & Conditions – Lead-Lag Media®.
Message Frequency: Our SMS message frequency will be from 1 to 25 text messages daily across all users.
Potential Fees for SMS Messaging: Many carriers charge a fee for each message sent or received. This can vary depending on the carrier’s pricing structure and whether the message is sent domestically or internationally.
Opt-In Method: Customer will Opt-In for SMS messaging from Lead-Lag Media® through intakes forms on their website located at www.leadlagmedia.com. This agreement for SMS will not be shared with third parties for marketing purposes.
Opt-out: Customer will be able to Opt-out for SMS messaging from Lead-Lag Media® by replying STOP at any time to any received SMS message, once opted-out they will receive no further SMS communication. They can Opt back In at any time by replying START
Help:If you are experiencing any issues, you can reply with the keyword HELP. Or, you can get help directly from us at www.leadlagmedia.com.
Standard Messaging Disclosures:
Message and data rates may apply.Message Frequency May VaryYou can opt out at any time by texting ‘STOP.’For assistance, text ‘HELP’ or visit our Privacy Policy – Lead-Lag Media®.
Contact Us: If you have any questions about these Terms, please contact us at michaelgayed@leadlagmedia.com.