Effective Date: 5-28-2025

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE OR SERVICES PROVIDED BY POTHOS LEADS LLC.

These Terms and Conditions ("Terms") constitute a legally binding agreement by and between Pothos Leads LLC, a limited liability company ("Company", "Pothos Leads", "we", "us", or "our") and any individual or entity who accesses or uses the services of Pothos Leads LLC ("Client", "you", or "your").

By accessing our website (the “Site”), subscribing to, purchasing, or using any of our lead generation, marketing automation, consulting, or related services (the "Services"), you acknowledge and agree that you have read, understood, and agree to be legally bound by these Terms and any supplemental terms, policies, or agreements incorporated herein by reference.

1. SERVICES

Pothos Leads LLC provides AI-powered lead generation, outreach automation, prospect scraping, CRM integration, and ancillary marketing consulting services to business entities operating in the United States. All Services are offered subject to the terms set forth herein and in any Service Order, Proposal, or Scope of Work ("SOW") agreed to in writing between the parties.

The Company does not guarantee any specific business outcome, revenue generation, conversion rate, or customer acquisition metric unless explicitly and contractually agreed upon.

2. ELIGIBILITY

You represent and warrant that:

You are at least 18 years old and have the legal authority to enter into these Terms.

If you are acting on behalf of a company or other legal entity, you have the full legal authority to bind such entity to these Terms.

Your use of the Services does not violate any applicable law, regulation, or contractual obligation.

3. FEES AND PAYMENT TERMS

3.1 Fees.

You agree to pay all fees associated with the Services as outlined in the applicable Service Order or pricing page. All fees are quoted and payable in U.S. Dollars (USD) and are exclusive of applicable taxes, levies, or duties.

3.2 Payment Terms.

Payments are due in advance unless otherwise stated in a written agreement. Pothos Leads LLC may suspend or terminate Services for any unpaid balances beyond ten (10) days of the due date.

3.3 Non-Refundability.

All fees paid are non-refundable unless otherwise required by applicable law or agreed to in writing.

4. INTELLECTUAL PROPERTY

4.1 Company IP.

All materials provided by the Company, including but not limited to software code, text, graphics, logos, service workflows, lead lists, strategies, and proprietary technologies, are the intellectual property of Pothos Leads LLC and are protected by copyright, trademark, trade secret, and other applicable intellectual property laws.

4.2 License Grant.

Subject to your compliance with these Terms, Pothos Leads LLC grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your internal business purposes only.

4.3 Restrictions.

You may not reproduce, resell, distribute, modify, reverse-engineer, decompile, disassemble, or create derivative works based on the Services or any portion thereof.

5. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of all non-public information, trade secrets, proprietary data, and other sensitive information disclosed in connection with the Services ("Confidential Information"). This obligation shall survive the termination of this Agreement for a period of three (3) years.

6. DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POTHOS LEADS LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS.

WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE QUALITY OR LEGITIMACY OF LEADS, THE ACCURACY OF DATA PROVIDED, OR THE PERFORMANCE OF ANY THIRD-PARTY INTEGRATIONS OR TOOLS.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL POTHOS LEADS LLC BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF POTHOS LEADS LLC EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Pothos Leads LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, liabilities, expenses, damages, and costs, including reasonable attorney’s fees, resulting from your breach of these Terms, use of the Services, or violation of any applicable law.

9. TERMINATION

Either party may terminate these Terms or any Service Order at any time with written notice. Upon termination:

All outstanding payments shall become immediately due and payable.

Your access to the Services shall be revoked.

Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

10. GOVERNING LAW; DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved through binding arbitration conducted in Chatham County, Georgia, under the rules of the American Arbitration Association. Judgment on the award rendered may be entered in any court of competent jurisdiction.

11. MODIFICATIONS

We reserve the right to modify or update these Terms at any time in our sole discretion. You will be notified of material changes by posting the updated Terms to the Site with an updated effective date. Your continued use of the Services after such posting constitutes your acceptance of the revised Terms.

12. MISCELLANEOUS

No Waiver. Failure to enforce any provision herein shall not constitute a waiver.

Severability. If any provision is held to be unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement. These Terms constitute the entire agreement between the parties and supersede all prior or contemporaneous communications.

Assignment. You may not assign your rights or obligations without our prior written consent.

CONTACT INFORMATION

For any questions about these Terms, please contact:

Pothos Leads LLC

[email protected]