OPEN LEADS SUBSCRIPTION AGREEMENT
Effective Date: January 2019
This Subscription Agreement (“Agreement”) governs your access to and use of the Open Lead Management System and related services (the “Service”) provided by Open Leads, a division of The Open Companies, Inc. (“Open Leads,” “Open,” “we,” or “us”).
By clicking “Accept,” creating an account, or accessing the Service, you (“Subscriber,” “you,” or “your”) agree to be bound by this Agreement.
1. The Service
1.1 Description
Open Leads provides web-based customer relationship management and marketing tools designed to manage leads, contacts, and communications, including mass email capabilities.
1.2 Eligibility
You represent that you are legally capable of entering into binding contracts. If entering into this Agreement on behalf of an entity, you represent that you have authority to bind that entity.
1.3 Modifications
Open Leads may modify the Service at any time. Continued use after updates constitutes acceptance of modifications.
2. Fees and Billing
2.1 Subscription Fees
The Service is provided on a subscription basis. Fees are billed in advance monthly, quarterly, annually, or as otherwise agreed.
2.2 Automatic Renewal
Subscriptions automatically renew unless canceled prior to the renewal date. Renewal fees will be charged at then-current rates.
2.3 Nonpayment
Failure to pay may result in suspension or termination of access.
2.4 No Refunds
All fees are non-refundable unless required by law.
3. License Grant
3.1 Limited License
Subject to this Agreement, Open Leads grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for your own internal business purposes during the subscription term.
No rights are granted except as expressly stated.
4. Account Access and Security
4.1 Authorized Users
Access to the Service is limited strictly to your employees and individual contractors who require access solely for your internal business operations.
4.2 Credential Restrictions
You may not:
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Share login credentials with unauthorized individuals
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Permit access by any unaffiliated third party
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Allow multiple businesses to use a single account
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Provide access to any competitor of Open Leads
You are fully responsible for all activity under your account.
4.3 Prohibited Competitive Access
You may not access or use the Service for:
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Competitive analysis
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Benchmarking
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Feature comparison
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Market intelligence
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Reverse engineering
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Product replication
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Developing, improving, or marketing a competing product
Access by any direct or indirect competitor of Open Leads is strictly prohibited without prior written authorization.
4.4 Security
You must promptly notify Open Leads of any unauthorized access.
Unauthorized sharing of access credentials constitutes a material breach.
5. Acceptable Use
You agree NOT to:
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Reverse engineer, decompile, disassemble, or derive source code
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Scrape, copy, download, or reproduce system architecture, workflows, databases, campaigns, or automation structures
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Use automated tools to extract data
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Circumvent system limitations
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Interfere with system integrity or performance
6. Email and Anti-Spam Policy
6.1 Permission-Based Marketing
You may only send email to recipients who have provided lawful consent.
6.2 Required Unsubscribe
All emails must include a working unsubscribe mechanism and a link to the Open Leads Privacy Policy.
6.3 Prohibited Email Practices
You may not:
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Use harvested or scraped lists
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Use purchased email lists
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Mail to third-party lists
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Send spam
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Sell or rent mailing lists
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Circumvent email volume limits
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Promote illegal schemes
Open Leads may suspend email functionality at its sole discretion.
7. Text Messaging and Calling Policy
7.1 You Are the Sender
Open Leads provides technology only. You are the sender of every text message and phone call placed through your account, and you are solely responsible for complying with all laws and rules that apply to them, including the Telephone Consumer Protection Act (TCPA), the FTC Telemarketing Sales Rule, state telemarketing and texting laws, wireless carrier requirements, and CTIA messaging guidelines.
7.2 Consent
You may only text or call people who have given the consent the law requires before you contact them, including prior express written consent for marketing text messages and for marketing calls made with automated technology or prerecorded or artificial voices. You must keep a record of each consent (including the date, time, source, and the consent language the person agreed to) for at least four (4) years, and provide those records to Open Leads on request.
7.3 Opt-Outs
Your messages must identify your business and tell recipients how to opt out. You must honor STOP and similar replies, and any other request to stop that the law treats as valid, within the time the law requires (currently no more than ten (10) business days). You may not disable, hide, or work around the opt-out features of the Service.
7.4 Do-Not-Call Lists
You must check numbers against the National Do Not Call Registry and any applicable state do-not-call lists where the law requires, and keep your own internal do-not-call list.
7.5 Calling and Texting Hours
You may only call or text during the hours the law allows in the recipient’s local time zone. Federal rules generally limit telephone solicitations to 8:00 a.m. to 9:00 p.m., and some states, including Florida, are stricter and may also limit how many times you contact the same person.
7.6 Carrier Registration and Delivery
You must give accurate information for any carrier registration required to send text messages (such as 10DLC brand and campaign registration). Registration and carrier fees may be passed through to you. Carriers may filter, block, or delay messages, and Open Leads does not guarantee that any message or call will be delivered.
7.7 Prohibited Practices
You may not:
- Text or call numbers from purchased, rented, shared, harvested, or third-party lists
- Text or call anyone who has not given the required consent or who has opted out
- Send content involving sex, hate, alcohol, firearms, tobacco, cannabis, or illegal products or services, or any content your carrier prohibits
- Use false, misleading, or spoofed caller ID or sender information
- Send phishing, fraudulent, or deceptive messages
- Record calls without the consent the law requires (some states, including Florida, require the consent of every party to the call)
7.8 Suspension
Open Leads may suspend or end texting and calling features at its sole discretion, including after carrier complaints, high opt-out or complaint rates, or a suspected violation of this Section.
7.9 Your Responsibility
Your obligations under Section 14 (Indemnification) include any claims, fines, penalties, and carrier fees arising from text messages or calls sent through your account.
8. Subscriber Data
8.1 Ownership
You retain ownership of your Subscriber Data.
8.2 Responsibility
You are solely responsible for the legality, accuracy, and integrity of Subscriber Data. You are responsible for backing up your data by export. Open Leads assumes no responsibility for loss of data regardless of system error or human error.
8.3 No Liability
Open Leads is not responsible for data loss, corruption, or deletion.
9. Intellectual Property
The Service, including all software, designs, architecture, workflows, interfaces, trademarks, and proprietary materials, is owned exclusively by Open Leads or its licensors.
This Agreement does not transfer ownership rights.
You may not use Open Leads trademarks without written consent.
10. Confidentiality
You agree not to disclose any non-public information regarding the Service, including system design, features, pricing structure, workflows, performance metrics, or technical details.
Use of the Service for intelligence gathering or disclosure to competitors is strictly prohibited.
11. Term and Termination
11.1 Term
This Agreement remains in effect while you maintain an active subscription.
11.2 Termination by Subscriber
You may cancel at any time. No refunds are provided.
11.3 Termination by Open Leads
Open Leads may suspend or terminate access immediately if:
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You violate this Agreement
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Unauthorized access occurs
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The Service is used for competitive purposes
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Credentials are improperly shared
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Payment obligations are unmet
11.4 Effect of Termination
Upon termination, your license ends immediately. Open Leads may delete Subscriber Data after termination.
12. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”
OPEN LEADS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We do not guarantee uninterrupted or error-free service.
13. Limitation of Liability
IN NO EVENT SHALL OPEN LEADS’ TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
OPEN LEADS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.
14. Indemnification
You agree to indemnify and hold Open Leads harmless from any claims arising out of:
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Your use of the Service
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Violation of this Agreement
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Violation of law
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Unauthorized access caused by your actions
15. Assignment
You may not assign, transfer, delegate, or sublicense your rights under this Agreement without written consent.
Any attempted assignment is void.
16. Governing Law
This Agreement is governed by the laws of the State of North Carolina. Exclusive jurisdiction lies in North Carolina courts.
17. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior communications.
Failure to enforce any provision is not a waiver.
If any provision is held invalid, the remaining provisions remain enforceable.
18. Updates to Agreement
Open Leads may update this Agreement at any time. Continued use after posting constitutes acceptance.
