Terms of Service

Part A · The agreement

1. Definitions

"LSF", "we", "us", or "our" means Lion Sales Funnel LLC, a Florida limited liability company with a registered office at 7901 4th St N STE 300, St. Petersburg, FL 33702, United States.

"Client", "you", or "your" means the person or entity that engages LSF.

"Order" means a written scope of work, proposal, quotation, statement of work, build agreement, or retainer agreement issued by LSF and accepted by the Client. An Order is the only document that defines what LSF is engaged to do.

"Services" means the work LSF performs under an Order.

"Retainer" means a recurring monthly engagement under an Order.

"Work Product" means everything LSF conceives, creates, writes, configures, or assembles in connection with the Services, including source code, application code, scripts, queries, data models, schemas, pipelines, extraction and transformation logic, identity resolution and attribution logic, calculations, dashboards, reports, report designs, interfaces, workflows, automations, infrastructure definitions, configurations, prompts, and technical documentation. Work Product includes work built to the Client's requirements, built at the Client's request, paid for by the Client, named for the Client, or operating on Client Data.

"LSF Framework" means the methods, frameworks, architecture patterns, reusable libraries, tooling, templates, standard operating procedures, data models, and know-how LSF owns or develops for use across engagements, together with all improvements to them, whether created before, during, or after any Order.

"Client Data" means data supplied by the Client or extracted from systems the Client controls in the course of the Services, including records originating from the Client's customers, patients, or end users, and the content the Client's own personnel enter into a system LSF operates.

"Client Materials" means the Client's trademarks, logos, brand assets, copy, images, and other content the Client supplies.

"Output" means the figures, records, files, and exports generated from Client Data by the Work Product and made available to the Client.

"Access" means the Client's ability to use the Work Product as LSF operates or deploys it. Access is not delivery, transfer, sale, or assignment of the Work Product.

"Clinical System" means Work Product used directly in the delivery of patient care or in the creation, storage, or retrieval of clinical records.

"Third Party Platform" means any software, service, or account not owned or operated by LSF that is used in connection with the Services.

"Client Third Party" means any consultant, agency, contractor, vendor, developer, or adviser engaged by the Client, other than LSF.

"Authorized Officer" means, for LSF, the Managing Director or a person LSF designates in writing for the purpose.

2. Applicability and acceptance

2.1 These Terms govern Orders accepted on or after the effective date stated above. They do not, of themselves, apply to an engagement entered into before that date.

2.2 An engagement entered into before the effective date may be brought under these Terms by an Order signed by both parties, or by notice under section 4.2. Until it is, that engagement continues to be governed by the terms applicable to it, which may include the terms in force when it was entered into, the Orders and invoices issued for it, and applicable law.

2.3 No admission. Publication of these Terms, or of any version of them, is not a representation, admission, or acknowledgment as to what terms governed any earlier engagement, and is not evidence of the parties' rights under any earlier engagement. Each version records LSF's terms of business going forward from its effective date and nothing more.

2.4 The Client accepts these Terms by accepting an Order, paying an LSF invoice, or instructing LSF to begin work, whichever happens first. The person doing so warrants that they are authorized to bind the Client.

2.5 LSF may make an Order conditional on the Client's countersignature or written acknowledgment of these Terms. Where it does, no work begins and no license arises until it is given.

2.6 These Terms apply to every Order between the parties, including further Orders, without needing to be restated.

3. Order of precedence

3.1 Where an Order conflicts with these Terms, the Order prevails, but only for the engagement it describes, only where the conflict is express and specific, and only where the Order has been signed by an Authorized Officer.

3.2 A general statement in an Order does not override a specific provision of these Terms. An Order does not vary Part D unless it says so expressly, identifies the provision varied, and is signed by an Authorized Officer.

3.3 Terms the Client puts forward in a purchase order, vendor portal, supplier onboarding form, master services agreement, or similar document have no effect unless accepted in a writing signed by an Authorized Officer. Beginning work, accepting payment, granting access, or completing an onboarding form is not acceptance of such terms.

3.4 Where a Business Associate Agreement is in force, it prevails over these Terms in respect of protected health information only.

4. Changes to these Terms

4.1 LSF may issue a new version. A new version applies to Orders accepted after its effective date.

4.2 For a Retainer in force, a new version applies only from thirty (30) days after LSF gives the Client written notice of it. If the Client does not accept the change it may terminate the Retainer under section 17, and the prior version applies through the notice period.

4.3 No version applies retroactively. Rights that accrued under an earlier version continue to be governed by that version.

4.4 Each version is recorded with its effective date.

Part B · The engagement

5. Nature of the Services

5.1 LSF performs the Services with reasonable skill and care on a professional best-efforts basis.

5.2 LSF does not guarantee any commercial result, including revenue, lead volume, conversion rate, cost per acquisition, appointment volume, case acceptance, search ranking, or return on advertising spend. Those outcomes depend on the Client's offer, pricing, market, staff, and speed of response, none of which LSF controls.

5.3 LSF does not provide legal, tax, accounting, medical, clinical, or regulatory advice. Where LSF comments on such a matter it does so as an operational observation only, and the Client must obtain its own qualified advice.

5.4 Observations, opinions, recommendations, and estimates given in conversation, on a call, in a meeting, or in informal correspondence are provided for discussion. They are not Services, are not warranted, are not commitments, and are not to be relied on. Where the Client wishes to rely on LSF's analysis it must be commissioned as a scoped engagement under an Order.

5.5 Advisory work is separate. Strategic, advisory, architectural, evaluative, and planning work, and attendance at meetings at which LSF is not performing Services, are not included in any Order unless that Order expressly says so, and are quoted separately.

5.6 The engagement is non-exclusive. LSF may perform services for any other party, including parties operating in the Client's market.

5.7 LSF may use employees, contractors, and subcontractors in any jurisdiction. LSF remains responsible to the Client for their work under an Order. The Client acquires no rights against them and no rights in their work other than through these Terms.

5.8 LSF may decline work that in its reasonable judgment is unlawful, unsafe, in breach of a Third Party Platform's terms, or likely to compromise the integrity or security of any data or system. Declining is not a breach.

6. Scope and change control

6.1 The scope of an engagement is what the Order describes. Anything the Order does not expressly include is out of scope.

6.2 Out of scope work includes additional integrations, additional data sources, additional reports or dashboards, migrations, remediation of pre-existing defects, work arising from changes in systems LSF does not control, and any change to the definition of a metric, report, or process already built.

6.3 Out of scope work requires a written change order stating the scope, the fee, and the effect on timelines, confirmed by email by both parties before work begins.

6.6 Quotations and timelines are prepared on the information the Client provides and the access it grants. Where that information proves materially incomplete or inaccurate, or access is delayed, LSF may revise its estimate, its timeline, or both.

6.7 Where an Order specifies a monthly allocation of hours, tickets, or work items, unused allocation does not carry forward unless the Order expressly says so.

6.8 Where a defined deliverable is submitted for review and the Client does not respond in writing within ten (10) business days, it is deemed accepted, without prejudice to LSF's obligation to correct defects properly notified afterwards.

6.9 Out of hours and expedited work. Work the Client requires outside LSF's normal working hours, or ahead of the agreed schedule, is chargeable at LSF's then-current expedited rates under a change order.

6.10 Notice of Client changes. The Client shall give LSF reasonable advance written notice before changing, replacing, upgrading, or reconfiguring any system, platform, integration, dataset, or credential on which the Services depend. Work arising from a change made without that notice is chargeable under a change order.

7. Maintenance and development

7.1 Where an Order provides for maintenance, maintenance means keeping systems LSF has built and operates in service: availability, pipelines running and recovered when they fail, correction of defects measured against the stated definition of done, security patching, and routine checks.

7.2 Maintenance does not include new development. New development includes new reports, new views, new metrics, new dashboard panels, new integrations, new data sources, changes to the definition of an existing metric or report, changes to what a system was built to do, and work required because a Client Third Party has changed something.

7.3 A change to the definition of a metric or report is new development and not a defect, because it is rework of correct behavior rather than correction of incorrect behavior.

7.4 Where a Client Third Party, or any person other than LSF, modifies, reconfigures, extends, integrates with, or operates the Work Product, or operates a copy of Client Data outside LSF's systems, any LSF work to investigate, correct, restore, or accommodate the result is new development under a change order and is not maintenance.

8. Client obligations

8.1 The Client shall provide, promptly:

• accurate and complete information about its systems, processes, and objectives;
• credentials, permissions, and administrative access to relevant Third Party Platforms and Client systems;
• a single nominated contact with authority to decide and approve;
• timely review, feedback, and written sign-off; and
• cooperation from its own staff, agencies, and vendors.

8.2 The Client is responsible for the accuracy, legality, and quality of Client Data, and for holding the rights, consents, and lawful basis required to provide it to LSF for processing.

8.3 The Client shall maintain its own backups of its systems and data. LSF is not the Client's backup provider and is not responsible for restoring data it does not hold.

8.4 The Client is responsible for managing user accounts, permissions, and access revocation within its own systems and Third Party Platforms, including on staff departure.

8.5 Where LSF is delayed or prevented from performing by the Client's act or omission, LSF is not liable for the delay, timelines extend accordingly, and LSF may charge for time reserved and lost.

9. Communications, instructions, and personnel

9.1 The Client shall route all requests, instructions, approvals, and escalations through the LSF contact named in the Order or in LSF's written notice.

9.2 Instructions given directly to LSF employees, contractors, or subcontractors outside that route are not binding on LSF, do not vary scope, do not create an obligation, and are not authorization to perform work.

9.3 The Client shall not enter into any separate arrangement with LSF personnel in respect of the Services.

9.4 Notices with contractual effect, including notice of termination, notice of a disputed invoice, and notice of a claim, are effective only if sent by email to info@lionsalesfunnels.com or to an address LSF designates in writing for the purpose. Notice given verbally, on a call, by text or messaging application, through a project management or ticketing system, or to an individual team member is not effective notice.

10. Client third parties

10.1 The Client may engage Client Third Parties. LSF is not responsible for their acts, omissions, advice, work, or delays.

10.2 LSF is not obliged to grant a Client Third Party access to systems LSF operates, to LSF's source code, architecture, infrastructure, credentials, or documentation, or to any environment in which the Work Product runs.

10.3 Where the Client requires LSF to coordinate with, brief, review the work of, or accommodate a Client Third Party, that is chargeable work under a change order.

10.4 Where the Client or a Client Third Party changes a system, platform, dataset, or configuration on which the Services depend, section 7.4 applies, LSF's warranties under section 30 cease to apply to the affected Work Product, and LSF is not liable for the consequences.

10.5 The Client shall procure that each Client Third Party given any access under an Order is bound in writing to confidentiality and use restrictions no less protective than sections 21 and 25. The Client is liable for their breach as if it were its own.

11. Third Party Platforms and communications compliance

11.1 Except where an Order expressly says otherwise, all Third Party Platform accounts used in the Services are owned by the Client, held in the Client's name, and billed to the Client directly. LSF does not resell platform services and does not hold agency-level accounts through which Client services are resold. Access granted to LSF is a delegated permission and transfers nothing.

11.2 LSF is not responsible for the availability, performance, pricing, terms, policy changes, deprecations, outages, data loss, or account suspension of any Third Party Platform. Where a Third Party Platform changes its API, pricing, or terms in a way that affects the Services, remediation is new development under section 6.

11.3 Communications compliance. Where the Services involve configuring, automating, or reporting on telephone, SMS, email, or messaging communications, the Client is the sender and initiator of those communications. The Client is solely responsible for compliance with the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and messaging statutes, application-to-person registration requirements, carrier and platform policies, and all consent, opt-out, identification, and record-keeping obligations. The Client is responsible for obtaining and retaining evidence of consent for every contact record it provides or generates. LSF configures systems to the Client's instructions and does not determine to whom the Client may lawfully send.

11.4 The Client is responsible for its own compliance with each Third Party Platform's terms. LSF will report a compliance concern it identifies, but reporting is not advice, is not a warranty that no other concern exists, and does not transfer responsibility to LSF.

12. Resourcing and personnel

12.1 LSF allocates its personnel at its own discretion. The Client has no right to the services of any particular individual, and no Order is conditional on a named person performing the work unless it expressly says so and is signed by an Authorized Officer.

12.2 LSF may substitute personnel at any time provided the Services continue to be performed with reasonable skill and care.

12.3 LSF's personnel are not the Client's employees, agents, or workers. The Client shall not supervise, direct, discipline, appraise, set hours for, or manage LSF personnel, and shall not represent them as its own.

12.4 Where an Order provides for a capped number of hours for a person or role, LSF may enforce that cap and is not in breach for declining work beyond it.

13. Automated and AI-assisted delivery

13.1 LSF may use automated systems, machine learning models, and artificial intelligence tools in performing the Services, including for analysis, drafting, code generation, monitoring, and reporting. LSF remains responsible for the Services under these Terms regardless of the tools used.

13.2 Where an Order provides for automated or AI-generated output, the Client acknowledges that such output may contain errors and requires the Client's own review before it is relied on or acted on. LSF does not warrant the accuracy or completeness of automated or AI-generated output beyond the warranty in section 30.1.

13.3 The Client shall not use the Work Product, the LSF Framework, the Output, or any Access to train, fine-tune, evaluate, or develop any machine learning model, other than models operating solely on the Client's own data within systems the Client controls.

13.4 Providers of automated and AI services engaged by LSF are subprocessors under section 26.3.

Part C · Commercial

14. Fees, invoicing, and taxes

14.1 Fees are as stated in the Order. Unless the Order says otherwise, Retainer fees are invoiced monthly in advance and due on receipt; fixed-price fees are invoiced to the milestone schedule; audit, blueprint, and discovery fees are payable in advance of work commencing.

14.2 Fees are quoted and payable in United States dollars unless the Order says otherwise, and are exclusive of sales, value added, goods and services, withholding, or similar taxes, which are the Client's responsibility. Where the Client must withhold tax it shall gross up so that LSF receives the full invoiced amount.

14.3 The Client bears its own bank charges, currency conversion costs, and payment processing fees.

14.4 Third party costs, including advertising spend, platform subscriptions, hosting, licenses, and data provider fees, are the Client's responsibility, are paid by the Client on its own accounts, and are not funded or fronted by LSF.

14.5 Fees paid are non-refundable except where these Terms or the Order expressly provide otherwise or the law requires it. Audit, blueprint, and discovery fees are non-refundable once work has commenced, because the value delivered is the analysis itself.

14.6 Where an Order provides for a credit, advance, or prepayment against future fees, it is applied against the earliest invoices falling due under the engagement to which it relates. It is not refundable in cash, is not transferable to another engagement, and does not operate as a reduction of any rate.

14.7 LSF may revise its rates for a Retainer on thirty (30) days' written notice. If the Client does not accept the revision it may terminate under section 17, and the existing rate applies through the notice period.

14.8 Where an Order provides for work to be performed at no charge, that concession applies only to the work expressly identified, does not extend to any change to it, and lapses if the engagement to which it relates is terminated by the Client or terminated by LSF for cause before the work is complete.

15. Late payment and no set-off

15.1 Invoices unpaid fourteen (14) days after the due date may accrue interest at one and one half percent (1.5%) per month, or the maximum rate permitted by law if lower, from the due date until paid.

15.2 No set-off. The Client shall pay each invoice in full when due, without set-off, deduction, counterclaim, abatement, or withholding of any kind, including on account of a dispute, a defect, a delay, or a claim against LSF.

15.3 A disputed invoice item must be notified under section 9.4 within ten (10) business days of the invoice date, stating the item and the grounds. Items not disputed in that period are accepted. The undisputed balance remains payable when due.

15.4 Where an invoice is overdue by thirty (30) days or more, LSF may act under section 18 and may recover its costs of collection including reasonable attorneys' fees.

16. Records and evidence

16.1 LSF's records of time recorded, work performed, tickets raised and closed, messages sent, deployments made, and system events are the primary record of the Services, and are conclusive evidence of them absent manifest error or evidence to the contrary.

16.2 LSF is not obliged to produce timesheets, internal notes, personnel records, or working papers to the Client, except as an Order or applicable law requires.

16.3 Each party shall preserve records relevant to a dispute or investigation once it becomes aware of it.

17. Term, renewal, and termination for convenience

17.1 A Retainer runs monthly from the start date in the Order and renews automatically each month.

17.5 Where an Order states a minimum term, termination for convenience may not take effect before the end of it, and the thirty (30) day notice runs in addition to any remaining commitment.

17.6 Termination does not relieve the Client of the obligation to pay for Services performed, work in progress, or third party costs LSF has committed to on the Client's behalf.

18. Suspension and termination for cause

18.1 LSF may suspend the Services, Access, and the license under section 20, immediately on written notice, where:

• an invoice is overdue by thirty (30) days or more;
• continuing would in LSF's reasonable judgment breach applicable law or a Third Party Platform's terms;
• continuing would present a material security or data protection risk; or
• the Client is in breach of section 21.

18.2 Clinical Systems carve-out. LSF shall not suspend Access to a Clinical System for non-payment. In respect of a Clinical System, LSF's remedies for non-payment are suspension of new work, the remedies in 18.3, and its rights at law. This paragraph does not apply where continued operation would itself be unlawful or unsafe.

18.3 Either party may terminate immediately on written notice where the other commits a material breach not remedied within fourteen (14) days of written notice specifying it, or becomes insolvent, enters administration or liquidation, arranges with creditors, or ceases to carry on business.

18.4 LSF may terminate immediately, with no cure period, on any breach of section 21.

18.5 Termination for cause by LSF does not entitle the Client to any refund, and all outstanding sums become immediately due.

18.6 Suspension does not extend or pause a notice period under section 17, and fees continue to accrue during a suspension caused by the Client's non-payment or breach.

Part D · Ownership and use

19. Ownership of Work Product

19.3 Embedding LSF Framework in Work Product does not convert it into Client property. Using Work Product to process Client Data does not convert it into Client property.

19.4 Not work made for hire. The parties expressly agree that no Work Product is a work made for hire within the meaning of 17 U.S.C. § 101, and that the Client is not the author of any Work Product.

19.5 No implied assignment. Nothing in these Terms, in any Order, invoice, proposal, presentation, email, call, or course of conduct, operates or shall be construed as an assignment, transfer, conveyance, or sale to the Client of any right, title, or interest in the Work Product or LSF Framework, or as an agreement to make one. Payment of fees purchases the Services and the license in section 20 and nothing else.

19.6 Assignment only by signed instrument. Any transfer of ownership requires a separate written instrument that expressly identifies the intellectual property transferred, is signed by an Authorized Officer, and is separately priced and paid in full. LSF is under no obligation to offer, quote, or agree to any transfer.

19.7 Access is not delivery. Granting the Client Access, deploying Work Product into an environment the Client controls, or describing Work Product as delivered, live, handed over, shipped, or in production does not transfer ownership or enlarge the license in section 20.

19.8 Personnel and subcontractors. LSF's arrangements with its personnel and subcontractors provide for LSF to own the results of their work. The Client acquires no right, title, or interest through any arrangement between LSF and any person it engages, and shall not seek to acquire any directly from them.

19.9 Feedback. Suggestions, feedback, requests, and improvement ideas the Client provides may be used and implemented by LSF without restriction or compensation, and the Client acquires no rights in the result.

19.10 Residual knowledge. LSF may use the general knowledge, skills, techniques, and experience acquired in performing the Services, provided it does not disclose the Client's confidential information and does not use Client Data.

19.11 Open source and third party components. Work Product may incorporate third party or open source components licensed under their own terms. LSF will identify material components on request. Nothing in this Part restricts rights the Client holds under an open source license.

20. License granted to the Client

20.1 On payment in full of all sums due under an Order, and for so long as the Client remains current on all sums due to LSF under any Order, LSF grants the Client a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license to access, use, and operate the Work Product created under that Order, and any LSF Framework embedded in it, solely for the Client's own internal business purposes.

20.2 Where LSF operates the Work Product on infrastructure LSF controls, the license is a right to use the Work Product as operated by LSF. Nothing obliges LSF to deliver source code, to enable the Client or any other person to operate the Work Product independently, or to provide the information required to do so.

20.3 Where an Order provides for deployment onto infrastructure the Client controls, LSF retains ownership and the Work Product remains licensed under this section in the deployed environment. Deployment is not a transfer.

20.4 Source code escrow, releasing on defined triggers, exists only where a separate Order provides for it and is separately priced. Absent such an Order there is no escrow arrangement and none is implied.

20.5 Until payment in full, the Work Product remains the exclusive property of LSF and any use of it by the Client is unlicensed.

20.6 Where an invoice is overdue by thirty (30) days or more, LSF may suspend the license on written notice until the amount is paid in full, subject to the Clinical Systems carve-out in section 18.2. Suspension does not extend a notice period or relieve accrued payment obligations.

20.7 The license is personal to the Client. It does not pass to a successor except on an assignment permitted under section 43, and an assignment does not enlarge it.

20.8 The Client may permit its own personnel, and Client Third Parties bound under section 10.5 acting solely on the Client's behalf, to use the Work Product within the license. The Client remains responsible for their compliance.

21. Restrictions

21.1 The license in section 20 does not include, and the Client shall not, directly or through any Client Third Party:

• receive, request, access, copy, or retain source code, except where an Order expressly provides for it;
• modify, adapt, translate, extend, or create derivative works of the Work Product or LSF Framework;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, schema, or logic of the Work Product or LSF Framework, except to the extent this restriction is unenforceable under applicable law;
• extract, separate, or reuse any component of the Work Product or LSF Framework outside the system in which it was supplied;
• sublicense, assign, resell, rent, lease, distribute, or otherwise make the Work Product or LSF Framework available to any third party, or operate it as a hosted or managed service for any third party;
• use LSF's confidential information, source code, schemas, data models, or technical documentation to specify, commission, procure, or build a system substantially similar to the Work Product, or to develop or operate a competing product or service; or
• remove, obscure, or alter any copyright, trademark, confidentiality, or proprietary notice.

21.2 Nothing in 21.1 restricts the Client from independently procuring or building any system using its own data, its own knowledge of its business, or publicly available information.

21.3 The Client acknowledges that a breach of this section would cause LSF harm not adequately compensable in damages, and that LSF is entitled to seek injunctive relief without proof of actual damage and without posting bond, in addition to any other remedy.

22. Client Data, Output, and portability

22.1 The Client owns and retains all right, title, and interest in Client Data and Client Materials. Nothing in these Terms transfers them to LSF.

22.2 The Client grants LSF a non-exclusive, royalty-free license to use Client Data and Client Materials solely to perform the Services and to complete an orderly handover.

22.3 The Client owns the data content of the Output and may use, export, retain, and disclose that content without restriction. Ownership of the data content does not extend to the reports, dashboards, layouts, visualizations, calculations, models, or logic by which the Output is produced or presented, all of which are Work Product.

22.4 Client Data includes the Client's business rules and metric definitions as the Client states them in plain language. It does not include the code, data models, queries, or logic by which LSF implements them, nor any refinement, correction, extension, or reconciliation of a stated definition that LSF develops in the course of implementing it, all of which are Work Product.

22.5 Portability. On written request, and on termination subject to payment of all sums due, LSF shall provide a copy of Client Data in its possession in a reasonable and commonly used format, together with an inventory identifying the source of each dataset. Preparation of an export is chargeable at LSF's then-current rates unless an Order provides otherwise.

22.6 A copy of Client Data is a copy of data only. It does not include the Work Product, the LSF Framework, source code, schema documentation beyond the inventory, transformation or attribution logic, or any right to replicate them. LSF does not warrant the accuracy, completeness, or continued usability of an exported copy once it is outside LSF's systems, and does not operate, monitor, maintain, or support any environment the Client stands up to receive it unless an Order expressly provides for it.

22.7 Where an Order provides for a copy to be refreshed or kept current, LSF's obligation extends to the replication process it operates and not to the environment receiving it, and any failure originating in that environment is the Client's responsibility.

23. Security review

23.1 The Client has no right to inspect, audit, review, evaluate, benchmark, or test LSF's source code, architecture, infrastructure, systems, personnel records, or internal working documentation, and no right to require LSF to submit its systems to evaluation by a Client Third Party.

23.2 LSF shall, on reasonable written request and not more than once in any twelve (12) month period, complete a reasonable security questionnaire, provide a written summary of its security controls and subprocessors, and where the Client's regulatory obligations require it, meet to discuss them. LSF may require confidentiality undertakings before doing so.

23.3 This section does not limit any inspection, audit, reporting, or access right expressly granted in a Business Associate Agreement in force between the parties, or required by applicable law or a competent authority.

23.4 The Client shall not publish, disclose, or provide to any third party any benchmark, performance measurement, penetration test, or evaluation of the Work Product without LSF's prior written consent, except where disclosure is required by law or a competent authority.

24. Reliance on Output and measurement

24.1 The Output is a reporting and decision-support product. The Client is solely responsible for its own business, commercial, clinical, staffing, and financial decisions, whether or not informed by the Output.

24.2 The Client shall review the Output for plausibility before relying on it and shall notify LSF of any apparent discrepancy under section 9.4. LSF is not liable for loss arising from continued reliance on Output after a discrepancy has become apparent to the Client.

24.3 Measurement methodology. The Client acknowledges that attribution, matching, and reconciliation involve methodological choices, including attribution windows, matching rules, deduplication, and the treatment of incomplete records; that figures produced under one methodology will differ from figures produced by any Third Party Platform or by any other provider under a different methodology; and that a difference in figures is not of itself a defect.

24.4 The Output depends on data supplied by Third Party Platforms and Client systems. LSF does not warrant that such data is complete, accurate, timely, or continuously available, and is not liable for Output affected by data it did not generate.

24.5 The Output is not a medical record, a clinical decision-support tool, a billing record, a book of account, or a substitute for any of them, and shall not be used as one.

Part E · Information and risk

25. Confidentiality

25.1 Each party shall keep confidential all non-public information disclosed by the other that is marked confidential or that a reasonable person would understand to be confidential, use it only for the engagement, and disclose it only to personnel who need it and are bound to equivalent obligations.

25.2 LSF's source code, architecture, data models, pipeline and attribution logic, methods, rates, pricing, and the terms of any Order are LSF confidential information, and its source code, data models, and logic are trade secrets.

25.3 These obligations do not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is independently developed without reference to the disclosing party's information, or must be disclosed by law or a competent authority, provided reasonable notice is given where lawful.

25.4 Obligations survive five (5) years after the engagement ends, and indefinitely for personal data, protected health information, and trade secrets.

25.5 Neither party shall disclose the fees or commercial terms of an Order to any third party other than its professional advisers, insurers, or as required by law.

26. Data protection

26.1 Where LSF processes personal data in Client Data, it does so as a processor or service provider on the Client's documented instructions. The Client is the controller or business and is responsible for the lawfulness of the processing it instructs.

26.2 United States state privacy laws. To the extent the California Consumer Privacy Act as amended by the California Privacy Rights Act, or a materially similar state statute, applies, LSF shall not: sell or share personal information; retain, use, or disclose it for any purpose other than performing the Services specified in the Order or as permitted by law; retain, use, or disclose it outside the direct business relationship between the parties; or combine it with personal information from another source except as permitted by law. LSF certifies that it understands and will comply with these restrictions and shall impose materially equivalent obligations on its subprocessors. LSF shall assist the Client, at the Client's reasonable cost, in responding to verified consumer rights requests.

26.3 Subprocessors. The Client authorizes LSF to engage subprocessors, including hosting and infrastructure providers, automated and AI service providers, and contracted personnel. LSF imposes materially equivalent data protection obligations on them and remains responsible for their performance. LSF maintains a current subprocessor list, available on request.

26.4 International transfers. The Client acknowledges that LSF operates internationally and that Client Data may be accessed from, processed in, or stored in countries other than the Client's own, including the United States and jurisdictions in Europe and Asia. Where required, the parties shall put an appropriate transfer mechanism in place.

26.5 LSF's data practices are described further in the Privacy Policy.

27. Protected health information

27.1 Where the Services involve protected health information as defined at 45 C.F.R. Parts 160 and 164, LSF acts as a business associate of the Client.

27.3 Where protected health information reaches LSF without an executed Business Associate Agreement, LSF shall notify the Client promptly, shall apply the safeguards it would apply under such an agreement, and shall work with the Client to execute one without delay. LSF may suspend the affected Services under section 18 until it is executed, subject to section 18.2.

27.4 The Client is responsible for ensuring a valid business associate chain exists across every vendor in its stack, not only between the Client and LSF. Where LSF identifies a gap it will report it, but reporting is not a warranty that no gap exists and does not transfer responsibility for the chain to LSF.

27.5 Where the Business Associate Agreement conflicts with these Terms in respect of protected health information, it prevails.

28. Data retention and deletion

28.1 LSF retains Client Data for as long as necessary to perform the Services and thereafter as required by law, by a Business Associate Agreement, or by a litigation hold.

28.2 Following termination and completion of any export under section 22.5, LSF may delete Client Data in its possession after ninety (90) days on written notice, unless an Order, a Business Associate Agreement, applicable law, or a litigation hold requires otherwise.

28.3 Data contained in routine backups is deleted in the ordinary backup cycle and remains subject to section 25 until it is.

28.4 LSF is not obliged to retain Client Data indefinitely and is not liable for data deleted in accordance with this section.

29. Security and incidents

29.1 LSF maintains technical and organizational measures appropriate to the nature of the Services, including access control, credential management, encryption in transit, and role-based restrictions on production systems.

29.2 No system is perfectly secure. LSF does not warrant that any system will be free from unauthorized access, and is not responsible for vulnerabilities in Client systems or Third Party Platforms existing independently of LSF's work.

29.3 Where LSF becomes aware of a security incident affecting Client Data in LSF's custody, LSF shall notify the Client without unreasonable delay and within the time applicable law requires, and shall cooperate reasonably in investigation and remediation. Where protected health information is involved, the Business Associate Agreement governs notification and cooperation.

29.4 The Client shall notify LSF without unreasonable delay of any security incident affecting Client systems or Third Party Platforms that may affect the Services or Client Data held by LSF.

29.5 Where LSF identifies a weakness in the Client's own environment it will report it. LSF does not undertake remediation of Client infrastructure as a matter of course; remediation is new development under section 6, and the decision whether and how to remediate rests with the Client.

29.6 Neither party shall make a public statement about a security incident affecting the other without prior consultation, except where a statement is required by law or a competent authority.

30. Warranties and disclaimers

30.1 LSF warrants that it will perform the Services with reasonable skill and care, in a professional manner, and in accordance with the Order.

30.2 Where Work Product does not conform in a material respect to the Order, and the Client notifies LSF in writing within thirty (30) days of the Client being given Access to it, LSF shall correct or re-perform the non-conforming work at no additional charge. This is the Client's sole and exclusive remedy for defective Work Product.

30.3 The warranty in 30.1 does not apply where the non-conformity arises from Client Data, Client Materials, the Client's instructions, a Client Third Party, modification or operation by any person other than LSF, a Third Party Platform, or use outside the license in section 20.

30.4 EXCEPT AS EXPRESSLY STATED IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE WORK PRODUCT, THE ACCESS, AND THE OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND LSF DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, OR QUIET ENJOYMENT.

30.5 Without limiting 30.4, LSF does not warrant that: the Services or Work Product will be uninterrupted, error free, or free from defects; any commercial or operational result will be achieved; data extracted from Third Party Platforms will be complete, accurate, or continuously available; attribution, reporting, or measurement outputs will match figures reported by any Third Party Platform or any other provider; or Work Product will continue to function without modification following changes to Third Party Platforms, Client systems, or applicable law.

30.6 The Client warrants that it has the right to grant LSF access to each system and dataset it makes available, and that doing so does not breach any agreement, consent, or law binding on it.

31. Limitation of liability

31.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.

31.2 Subject to 31.1, and to the maximum extent permitted by law:

(a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OPPORTUNITY, OR FOR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

(b) LSF'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO AN ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO LSF UNDER THE RELEVANT ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

31.3 The limitations in 31.2 do not apply to the Client's obligation to pay fees, to the Client's indemnification obligations under section 32, to the Client's breach of section 21, or to either party's gross negligence or willful misconduct.

31.4 The Client acknowledges that the fees reflect this allocation of risk and that LSF would not provide the Services on these commercial terms without it.

31.5 No claim may be brought more than twelve (12) months after the claiming party became aware, or ought reasonably to have become aware, of the facts giving rise to it.

31.6 LSF is not liable for loss arising from the Client's own acts or omissions, from inaccurate or unlawfully obtained Client Data, from the acts or omissions of a Client Third Party, from a Third Party Platform, from modification or operation by any person other than LSF, or from the Client's decision not to act on a recommendation or warning LSF has given.

31.7 Each limitation and exclusion in this section applies separately, and the unenforceability of one does not affect the others.

32. Indemnification

32.1 The Client shall indemnify, defend, and hold harmless LSF, its members, officers, employees, and contractors against all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Client Data or Client Materials, including any claim that their collection, provision to LSF, or processing infringes a third party's rights or breaches applicable law;
• use of the Work Product or Output outside the license in section 20 or in breach of section 21;
• the acts or omissions of a Client Third Party;
• the Client's breach of a Third Party Platform's terms, or of applicable advertising, telemarketing, messaging, consent, privacy, or health information laws, including the Telephone Consumer Protection Act and the CAN-SPAM Act;
• any business, commercial, clinical, staffing, or financial decision the Client makes; or
• the Client's breach of these Terms.

32.2 LSF shall indemnify the Client against third party claims that the Work Product, in the form supplied by LSF and excluding Client Data and Client Materials, infringes that third party's United States intellectual property rights, subject always to section 31. This indemnity does not apply where the claim arises from Client Data, Client Materials, the Client's instructions, modification by any person other than LSF, use outside the license in section 20, or combination with materials not supplied by LSF.

32.3 Where Work Product becomes, or in LSF's reasonable opinion is likely to become, the subject of such a claim, LSF may at its option procure the right for the Client to continue using it, replace or modify it so it is non-infringing, or terminate the license to it and refund the fees paid for it in the twelve (12) months preceding the claim. This is the Client's sole and exclusive remedy for intellectual property infringement.

32.4 The indemnified party shall notify the indemnifying party promptly, shall not settle without consent, and shall cooperate reasonably in the defense. The indemnifying party controls the defense and settlement, provided it makes no settlement imposing a non-monetary obligation on the indemnified party without consent.

33. Insurance

33.1 Each party shall maintain insurance appropriate to its business and to the risks it bears under these Terms, including, where applicable to it, general liability, professional liability, and cyber liability cover.

33.2 Neither party is obliged to name the other as an additional insured, to provide certificates of insurance, or to maintain cover at any particular limit, unless an Order expressly provides for it.

33.3 The existence or limits of any insurance do not enlarge either party's liability beyond section 31.

Part F · Ending the engagement

34. Offboarding and transition

34.1 On termination or expiry, and subject to payment of all sums due, LSF shall provide a copy of Client Data under section 22.5, the most recent Output, and reasonable cooperation in an orderly handover.

34.2 Handover does not include source code, infrastructure definitions, schemas, pipeline or attribution logic, credentials to LSF systems, or any Work Product in a form enabling independent operation, and transfers nothing.

34.3 Where an Order provides for Work Product to continue running for the Client after termination, that Order governs. Absent such an Order, the license in section 20 continues only in respect of Work Product lawfully deployed into an environment the Client controls, and LSF has no obligation to continue hosting, operating, or supporting anything.

34.4 Transition assistance beyond the cooperation in 34.1, including extended support, retraining, documentation, briefing an incoming provider, or migration, is chargeable at LSF's then-current rates under a separate Order.

34.5 Each party shall on request return or destroy the other's confidential information, except where retention is required by law, is subject to a litigation hold, or is in routine backups, which remain subject to section 25 until deleted in the ordinary course.

34.6 The Client is responsible for revoking LSF's access to Client systems and Third Party Platforms after termination. LSF shall not access Client systems after termination except as necessary to complete an agreed handover.

34.7 Where an engagement is terminated by the Client, or by LSF for cause, before work identified as chargeable at no cost under section 14.8 is complete, that concession lapses and the work is not owed.

35. Non-solicitation and non-circumvention

35.1 During the engagement and for twelve (12) months afterwards, the Client shall not directly or indirectly solicit for employment or engagement any LSF employee, contractor, or subcontractor who was materially involved in delivering the Services, without LSF's prior written consent.

35.2 During the engagement and for twelve (12) months afterwards, the Client shall not directly or indirectly engage any LSF subcontractor, supplier, or vendor introduced to it by LSF, to perform work of the kind LSF performs, without LSF's prior written consent.

35.3 The parties agree that these restrictions protect LSF's legitimate business interests, including its investment in recruiting, training, and developing specialized personnel, its confidential information and trade secrets to which those personnel and vendors have access, its substantial relationships with clients, and its supplier relationships, and that their duration and scope are reasonable and no broader than necessary.

35.4 This does not restrict general recruitment advertising not targeted at LSF personnel, or hiring a person who responds to it on their own initiative.

35.5 Where the Client engages an LSF person in breach of this section, the Client shall pay LSF, as liquidated damages and not as a penalty, an amount equal to thirty percent (30%) of that person's annualized total compensation at the time of the breach. The parties agree that LSF's actual damages would be difficult to calculate and that this is a reasonable pre-estimate of the cost of recruiting, onboarding, and training a replacement and of the disruption to engagements in progress.

36. Force majeure

36.1 Neither party is liable for failure or delay caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic or pandemic, war, armed conflict, terrorism, civil unrest, regional instability, government action, sanctions, embargo, strike or labor dispute, failure of utilities or telecommunications, widespread internet or cloud provider outage, cyber attack not attributable to that party's failure to maintain reasonable safeguards, or the failure or discontinuation of a Third Party Platform.

36.2 The affected party shall notify the other promptly and use reasonable efforts to mitigate. Payment obligations for Services already performed are not suspended.

36.3 Where the event continues for more than sixty (60) consecutive days, either party may terminate the affected engagement on written notice without further liability, save for sums due for Services performed.

37. Change of control

37.1 The Client shall notify LSF in writing within ten (10) business days of any change of control, sale of substantially all its assets, or transfer of its business.

37.2 Where control of the Client passes to a person who competes with LSF, LSF may terminate the engagement on thirty (30) days' written notice, and the license in section 20 does not extend to that person's other operations.

37.3 A change of control does not enlarge the license in section 20 or extend it to any additional entity, location, or line of business without LSF's written consent.

Part G · General

38. Publicity and statements

38.1 Neither party shall use the other's name, logo, or trademarks in publicity without prior written consent, except that LSF may describe the engagement in general, non-identifying terms to describe its experience and may retain the Client's name in an internal client list.

38.2 Where the Client provides a testimonial or case study, LSF may reproduce it in its marketing materials unless and until the Client withdraws consent in writing.

38.3 Neither party shall make or publish any statement disparaging the other, its personnel, or its services. This does not prevent either party from making a truthful statement required by law, made to a competent authority, made to its professional advisers, or made in the conduct of a dispute between them.

39. Independent contractor status and no fiduciary duty

39.1 LSF is an independent contractor. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party may bind the other or incur obligations on its behalf except as expressly authorized in writing. LSF is responsible for its own taxes, insurance, and personnel obligations.

39.2 The relationship between the parties is commercial. LSF owes the Client no fiduciary duty, no duty of exclusive loyalty, and no duty to advise beyond the Services expressly scoped in an Order.

40. Compliance, sanctions, and export

40.1 Each party shall comply with applicable law, including anti-bribery, anti-corruption, anti-money laundering, sanctions, and export control laws, including the Foreign Corrupt Practices Act, regulations administered by the Office of Foreign Assets Control, and the Export Administration Regulations.

40.2 Each party represents that it is not subject to sanctions administered by the United States, the United Nations, the European Union, or the United Kingdom, and is not owned or controlled by a sanctioned person.

40.3 LSF may decline or discontinue an engagement where performance would in its reasonable judgment breach sanctions or export controls.

41. Governing law and disputes

41.1 These Terms and any dispute arising out of or relating to them, including non-contractual disputes, are governed by the laws of the State of Florida, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

41.2 Before commencing proceedings the parties shall attempt in good faith to resolve the dispute through discussion between senior representatives for thirty (30) days from written notice of it. This does not prevent either party seeking urgent injunctive or equitable relief, including for breach of section 21 or section 25, for which damages would not be an adequate remedy.

41.3 The parties submit to the exclusive jurisdiction of the state and federal courts in Pinellas County, Florida, and waive any objection to venue there on grounds of inconvenient forum.

41.4 EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ORDER. Each party acknowledges it has had the opportunity to consult counsel regarding this waiver.

41.5 Any claim must be brought in an individual capacity and not as a plaintiff or class member in a purported class or representative proceeding.

41.6 In any proceeding arising out of these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, including on appeal and in any insolvency proceeding.

42. Construction and interpretation

42.1 No waiver. No failure or delay in exercising a right is a waiver of it, and no single or partial exercise prevents further exercise. No waiver is effective unless in writing and signed by an Authorized Officer. A waiver on one occasion is not a waiver on any other.

42.2 No course of dealing. No course of dealing, course of performance, usage of trade, prior practice, or history of accommodation varies, supplements, or is admissible to interpret these Terms or any Order. Nothing in this paragraph prevents either party from adducing evidence of the other's acceptance, approval, sign-off, or acquiescence in respect of work performed.

42.3 No oral modification. These Terms and each Order may be varied only in writing signed or confirmed by email by an authorized representative of each party, and for these Terms by an Authorized Officer. The parties intend this provision to be enforced strictly and to override any rule permitting variation by conduct.

42.4 Entire agreement and no reliance. These Terms with the applicable Order are the entire agreement on their subject matter and supersede all prior discussions, proposals, presentations, calls, and representations. Neither party has relied on any statement not set out in writing, save that nothing excludes liability for fraudulent misrepresentation.

42.5 No construction against the drafter. These Terms are the product of arm's length dealing between commercial parties each having had the opportunity to take legal advice. They shall not be construed against LSF by reason of its having drafted them.

42.6 Severability and reformation. If a provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and to preserve the parties' intent, or severed if modification is not possible, and the remaining provisions continue in full force. If any restriction in section 21 or section 35 is held unreasonable in duration or scope, it shall be reformed to the maximum enforceable extent rather than struck.

42.7 Headings and examples. Headings are for convenience only. "Including" means including without limitation. Examples are illustrative and not exhaustive.

42.8 Cumulative remedies. Rights and remedies are cumulative and in addition to any other available at law or in equity, except where expressly stated to be exclusive.

43. General provisions

Assignment. Neither party may assign or transfer its rights or obligations without the other's prior written consent, except that either may assign to a successor in a merger, acquisition, or sale of substantially all assets, on written notice and subject to section 37. A permitted assignment does not enlarge the license in section 20. Any purported assignment in breach of this provision is void.

Notices. Notices must be in writing and sent by email under section 9.4, and are deemed received the next business day after sending absent a delivery failure notification.

Survival. Sections 1, 3, 4.3, 5.4, 5.5, 6.5, 9.4, 12.3, 13.3, 14, 15, 16, 18.5, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 30.4, 31, 32, 34, 35, 37.3, 38, 39, 41, 42, and 43 survive termination or expiry, together with any provision that by its nature is intended to survive.

Third party rights. No person who is not a party has any right to enforce these Terms.

Counterparts and electronic acceptance. An Order may be executed in counterparts and accepted electronically. The parties consent to electronic records and signatures under the Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act, and electronic acceptance has the same effect as a handwritten signature.

Independence of provisions. Each provision is severable and independent, and the invalidity of one does not affect any other.

44. Contact

Questions about these Terms should be directed to:

LION SALES FUNNEL LLC
7901 4TH ST N STE 300
ST PETERSBURG FL 33702
United States
info@lionsalesfunnels.com
917-997-1133