Terms of Service

1. Definitions

In these Terms, the following words have the meanings given below.

"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 for Services.

"Services" means the consulting, integration, data engineering, reporting, automation, and related professional services LSF provides, as described in an Order.

"Order" means any proposal, statement of work, audit agreement, blueprint agreement, fixed-price build agreement, retainer agreement, quotation, or written scope accepted by the Client, whether signed, accepted by email, or accepted by conduct such as payment of an invoice.

"Retainer" means a recurring monthly engagement for an agreed monthly fee, whether or not it specifies a fixed allocation of hours or tickets.

"Deliverables" means the reports, dashboards, code, configurations, pipelines, documentation, workflows, and other work product LSF creates and provides to the Client under an Order.

"LSF Materials" means all methods, frameworks, templates, tooling, libraries, scripts, standard operating procedures, architecture patterns, and know-how owned or developed by LSF independently of any Order, including anything created before the engagement or developed for general reuse, together with all improvements to them.

"Client Data" means data provided by the Client or extracted from Client systems in the course of the Services, including records originating from the Client's customers, patients, or end users.

"Third Party Platform" means any software, service, or account not owned or operated by LSF that is used in connection with the Services, including CRM platforms, advertising platforms, call tracking systems, practice management software, hosting providers, and payment processors.

2. Acceptance and Order of Precedence

These Terms apply to every engagement between LSF and the Client. By accepting an Order, paying an LSF invoice, or instructing LSF to begin work, the Client accepts these Terms.

Where an Order conflicts with these Terms, the Order prevails, but only for the specific engagement it describes and only where the conflict is express. A general statement in an Order does not override a specific provision of these Terms.

Any terms the Client puts forward in a purchase order, vendor portal, supplier onboarding form, or similar document have no effect unless LSF has agreed to them in a signed writing. LSF's commencement of work is not acceptance of such terms.

LSF may update these Terms from time to time. For ongoing Retainers, LSF will give at least thirty (30) days' notice before a material change takes effect. Continuing to receive Services after that period constitutes acceptance. Changes do not apply retroactively to work already performed.

3. Services and Engagement Structure

LSF typically engages through a defined sequence, though not every engagement uses every step.

• Fit call. An initial conversation to determine whether LSF is a suitable fit. No diagnosis, recommendation, or deliverable is provided on a fit call, and nothing said on it constitutes advice the Client should act on.
• Audit or Blueprint. A paid first engagement. An Audit examines an existing business with existing data. A Blueprint designs the approach for a business that has not yet launched or has no meaningful data. Each concludes with findings and a fixed-price quotation for the build.
• Build. A fixed-price implementation of an agreed scope.
• Retainer. An ongoing monthly engagement covering maintenance, monitoring, iteration, and agreed continuing work.

LSF provides Services on a professional best-efforts basis. LSF does not guarantee any particular commercial result, including revenue, lead volume, conversion rate, cost per acquisition, search ranking, or return on advertising spend. Marketing and sales outcomes depend on many factors outside LSF's control, including the Client's offer, pricing, market conditions, sales team performance, and speed of response to leads.

LSF may use subcontractors, contractors, and personnel in multiple jurisdictions to deliver the Services. LSF remains responsible to the Client for work performed by its personnel and subcontractors under an Order.

4. Scope, Change Control, and Assumptions

The scope of each engagement is what the Order describes. Anything not expressly included is out of scope.

Work outside an agreed scope, including additional integrations, additional data sources, additional dashboards, migrations, remediation of pre-existing defects, or work arising from changes in the Client's own systems, requires a written change order and may carry additional fees and an adjusted timeline.

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

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

LSF may decline to perform work that in its reasonable judgement is unsafe, unlawful, in breach of a Third Party Platform's terms, or likely to compromise the integrity or security of Client Data or LSF systems. Declining such work is not a breach of these Terms.

5. Retainers, Term, and Cancellation

Retainers run on a rolling monthly basis from the start date stated in the Order, and renew automatically each month unless terminated in accordance with this section.

To be effective, notice of cancellation must be in writing and sent by email to info@lionsalesfunnels.com, or to such other address as LSF designates in writing. Notice given verbally, on a call, by text message, through a project management tool, or to an individual contractor or team member is not effective notice.

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

Where a Retainer has a minimum committed term stated in the Order, notice of termination for convenience may not take effect before the end of that minimum term, and the thirty (30) day notice period runs in addition to any remaining commitment unless the Order provides otherwise.

Nothing in this section limits either party's right to terminate for cause under section 16.

6. Fees, Invoicing, and Late Payment

Fees are as stated in the Order. Unless the Order says otherwise, Retainer fees are invoiced monthly in advance and are due on receipt. Fixed-price build fees are invoiced according to the milestone schedule in the Order. Audit and Blueprint fees are payable in advance of work commencing.

All fees are quoted and payable in United States dollars unless the Order states otherwise, and are exclusive of any sales tax, value added tax, goods and services tax, withholding tax, or similar levy, which is the Client's responsibility. Where the Client is required by law to withhold tax, the Client shall gross up the payment so that LSF receives the full invoiced amount.

The Client is responsible for its own bank charges, currency conversion costs, and payment processing fees.

Invoices not paid within fourteen (14) days of the due date may accrue interest at one and one half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, calculated from the due date until paid.

Where an invoice remains unpaid for thirty (30) days or more, LSF may suspend Services under section 16 without further notice, and may recover reasonable costs of collection, including legal fees.

Fees already paid are non-refundable except where these Terms or the Order expressly provide otherwise, or where required by law. In particular, Audit and Blueprint fees are non-refundable once work has commenced, because the value delivered is the analysis itself.

Third party costs, including advertising spend, platform subscriptions, hosting, licences, and data provider fees, are the Client's responsibility and are paid directly by the Client on the Client's own accounts. LSF does not fund Client advertising wallets or platform balances, and does not act as a reseller of Third Party Platform services.

LSF may revise its rates for an ongoing Retainer by giving at least thirty (30) days' written notice. If the Client does not accept a rate change, the Client may terminate the Retainer under section 5, and the existing rate applies through the notice period.

7. Client Obligations and Dependencies

The Client shall provide, in a timely manner, everything LSF reasonably needs to perform the Services, including:

• accurate and complete information about the Client's systems, processes, and objectives;
• access credentials, permissions, and administrative rights to the relevant Third Party Platforms and Client systems;
• a nominated point of contact with sufficient authority to make decisions and give approvals;
• timely review, feedback, and sign-off on Deliverables; and
• cooperation from the Client's own staff, agencies, and vendors where their involvement is necessary.

The Client is responsible for the accuracy, legality, and quality of Client Data it provides or makes accessible, and for having the necessary rights, consents, and lawful basis to provide it to LSF for processing.

Where LSF is delayed or prevented from performing by an act or omission of the Client, including delayed access, delayed approvals, or unavailability of Client personnel, LSF is not liable for the resulting delay, timelines are extended accordingly, and LSF may charge for time reasonably reserved and lost.

Where a Deliverable is submitted for review and the Client does not respond within ten (10) business days, the Deliverable is deemed accepted for the purposes of the engagement, without prejudice to LSF's obligation to correct defects properly notified afterwards.

8. Third Party Platforms and Accounts

Except where an Order expressly states 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. This includes CRM accounts, advertising accounts, call tracking accounts, and hosting accounts.

LSF does not maintain agency-level accounts through which Client platform services are resold. Where LSF is granted access to a Client account, that access is a delegated permission and does not transfer ownership or control.

LSF is not responsible for the availability, performance, pricing, terms, policy changes, deprecations, outages, data loss, or account suspensions of any Third Party Platform. Where a Third Party Platform changes its API, pricing, or terms in a way that affects a Deliverable, remediation is a change of scope under section 4.

The Client is responsible for complying with the terms of service of each Third Party Platform it uses, including advertising policies, communications and consent rules, and acceptable use policies. LSF will advise where it identifies a compliance concern, but the Client remains responsible for its own compliance.

LSF does not provide legal, tax, accounting, medical, or regulatory advice. Where LSF comments on a compliance matter such as consent capture, records handling, or communications rules, it does so as an operational observation and not as professional advice, and the Client should obtain its own qualified advice.

9. Intellectual Property and Licence

9.1 Client Data

The Client owns and retains all right, title, and interest in Client Data. Nothing in these Terms transfers ownership of Client Data to LSF.

9.2 LSF Materials

LSF owns and retains all right, title, and interest in LSF Materials. Nothing in an Order transfers ownership of LSF Materials, and the Client acquires no rights in them other than the licence granted in section 9.4.

For clarity, LSF Materials include the frameworks, integration patterns, pipeline architectures, standard operating procedures, internal tooling, and reusable code libraries LSF applies across engagements. The fact that LSF Materials are used in, or embedded within, a Deliverable does not convert them into Client property.

9.3 Deliverables

On full payment of all sums due under the relevant Order, LSF assigns to the Client its right, title, and interest in the Deliverables created specifically for the Client under that Order, excluding any LSF Materials embedded within them.

Until full payment is received, all Deliverables remain the property of LSF, and any use of them by the Client is unlicensed.

9.4 Licence to embedded LSF Materials

To the extent a Deliverable incorporates LSF Materials, LSF grants the Client, on full payment, a perpetual, worldwide, non-exclusive, non-transferable, royalty-free licence to use, operate, and maintain those LSF Materials solely as part of the Deliverable and solely for the Client's internal business purposes.

This licence does not permit the Client to extract, sublicense, resell, redistribute, or offer LSF Materials as a service to third parties, or to use them to build a competing product or service.

9.5 Residual knowledge

LSF may use the general knowledge, skills, techniques, and experience acquired in the course of performing Services, provided it does not disclose Client Confidential Information and does not use Client Data in doing so.

9.6 Third party and open source components

Deliverables may incorporate third party or open source components, which are licensed to the Client under their own terms rather than under this section. LSF will identify material components on request.

10. Data Protection and Confidentiality

10.1 Confidentiality

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, and shall use it only for the purposes of the engagement.

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

Confidentiality obligations survive for five (5) years after the end of the engagement, and indefinitely in respect of personal data, health information, and trade secrets.

10.2 Roles

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

10.3 Protected health information

Where the Services involve protected health information as defined under the Health Insurance Portability and Accountability Act, the parties shall execute a Business Associate Agreement before such information is processed. In the event of a conflict between that agreement and these Terms in respect of protected health information, that agreement prevails.

The Client is responsible for ensuring that a valid business associate chain exists across all vendors in its stack, not only between the Client and LSF. LSF will notify the Client where it identifies a gap, but identification is not a warranty that no gap exists.

10.4 Subprocessors

The Client authorises LSF to engage subprocessors, including hosting providers, infrastructure providers, and contracted personnel, to deliver the Services. LSF imposes data protection obligations on subprocessors that are materially equivalent to those in this section, and remains responsible for their performance.

10.5 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 in place an appropriate transfer mechanism.

10.6 Further detail

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

11. Security and Incident Handling

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

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

Where LSF becomes aware of a security incident affecting Client Data in LSF's custody, LSF shall notify the Client without undue delay and shall cooperate reasonably in investigation and remediation.

Where LSF identifies a security weakness in the Client's own environment, LSF will report it to the Client. LSF does not undertake remediation of Client infrastructure as a matter of course. Remediation is a separate scope, agreed under section 4, and the decision whether and how to remediate rests with the Client.

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

12. Warranties and Disclaimers

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

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

Except as expressly stated in this section, and to the maximum extent permitted by law, LSF disclaims all warranties, conditions, representations, and terms, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or quiet enjoyment.

Without limiting the foregoing, LSF does not warrant that:

• the Services or Deliverables will be uninterrupted, error free, or free from defects;
• any particular commercial, marketing, financial, or operational result will be achieved;
• data extracted from Third Party Platforms will be complete, accurate, or continuously available, where completeness and accuracy depend on those platforms;
• attribution, reporting, or measurement outputs will match figures reported by any Third Party Platform, given differences in methodology, attribution windows, and data availability; or
• Deliverables will continue to function without modification following changes to Third Party Platforms, Client systems, or applicable law.

13. Limitation of Liability

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

Subject to the paragraph above, and to the maximum extent permitted by law:

• Neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of opportunity, or loss or corruption of data, however caused and whether in contract, tort including negligence, breach of statutory duty, or otherwise, even if advised of the possibility of such loss.
• LSF's total aggregate liability arising out of or in connection with an engagement, whether in contract, tort, or otherwise, 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.

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

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

LSF is not liable for loss arising from the Client's own acts or omissions, from Client Data that is inaccurate or unlawfully obtained, from the acts or omissions of the Client's other vendors or agencies, from Third Party Platform failures, or from the Client's decision not to act on a recommendation or warning given by LSF.

14. Indemnification

The Client shall indemnify, defend, and hold harmless LSF, its members, officers, employees, and contractors from and against all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

• Client Data, including any claim that its collection, provision to LSF, or processing infringes a third party's rights or breaches applicable law;
• the Client's use of the Deliverables in a manner not contemplated by the Order;
• the Client's breach of a Third Party Platform's terms of service or of applicable advertising, communications, consent, or health information regulations; or
• the Client's breach of these Terms.

LSF shall indemnify the Client against third party claims that a Deliverable, in the form delivered by LSF and excluding Client Data and Client-directed content, infringes that third party's intellectual property rights, subject always to the limitation of liability in section 13. This indemnity does not apply where the claim arises from Client Data, Client instructions, modifications made by anyone other than LSF, or combination with materials not supplied by LSF.

The indemnified party shall promptly notify the indemnifying party of any claim, shall not settle it without consent, and shall provide reasonable cooperation in its defence.

15. Non-Solicitation

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.

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

Where the Client engages an LSF person in breach of this section, the Client shall pay LSF a recruitment fee equal to fifty percent (50%) of that person's first year total compensation, as a genuine pre-estimate of LSF's loss in recruiting and training a replacement.

16. Suspension and Termination for Cause

LSF may suspend Services immediately on written notice where the Client has an invoice overdue by thirty (30) days or more, where continuing would in LSF's reasonable judgement breach applicable law or a Third Party Platform's terms, or where continuing would present a material security or data protection risk.

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

Termination for cause by LSF does not entitle the Client to a refund of fees paid, and all sums outstanding become immediately due.

Suspension does not extend or pause the notice period under section 5, and fees continue to accrue during suspension caused by the Client's non-payment or breach.

17. Offboarding and Transition

On termination or expiry, and subject to payment of all sums due, LSF shall provide the Client with the Deliverables in LSF's possession in a reasonable and commonly used format, and shall cooperate reasonably in an orderly handover.

Transition assistance beyond a reasonable handover, including extended support, retraining, or migration to another vendor, is chargeable at LSF's then-current rates under a separate Order.

Each party shall, on request, return or destroy the other's Confidential Information, except where retention is required by law or is contained in routine backups, which remain subject to the confidentiality obligations in section 10 until deleted in the ordinary course.

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

18. Force Majeure

Neither party is liable for failure or delay in performance 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 labour 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.

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

Where a force majeure 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.

19. Publicity and References

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

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.

20. Independent Contractor Status

LSF is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

Neither party has authority to bind the other or to incur obligations on the other's behalf, except as expressly authorised in writing. LSF is responsible for its own taxes, insurance, and personnel obligations.

21. Compliance, Sanctions, and Export

Each party shall comply with applicable law in performing its obligations, including anti-bribery, anti-corruption, anti-money laundering, sanctions, and export control laws.

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.

LSF may decline or discontinue an engagement where performance would, in its reasonable judgement, breach applicable sanctions or export controls.

22. Governing Law and Dispute Resolution

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

Before commencing proceedings, the parties shall attempt in good faith to resolve any dispute through discussion between senior representatives for a period of thirty (30) days from written notice of the dispute. This does not prevent either party from seeking urgent injunctive or equitable relief.

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

Each party waives any right to a trial by jury in any proceeding arising out of these Terms, to the extent permitted by law.

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

23. General Provisions

Entire agreement. These Terms together with the applicable Order constitute the entire agreement between the parties on their subject matter and supersede all prior discussions, proposals, and representations. Neither party has relied on any statement not set out in writing, save that nothing excludes liability for fraudulent misrepresentation.

Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions continue in full force.

Waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.

Assignment. Neither party may assign or transfer its rights or obligations without the other's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice.

Notices. Notices under these Terms must be in writing and sent by email to the addresses the parties have designated, and are deemed received on the next business day after sending, absent a delivery failure notification. Notices to LSF must go to info@lionsalesfunnels.com.

Survival. Sections 1, 6, 9, 10, 12, 13, 14, 15, 17, 22, and 23 survive termination or expiry, together with any other provision that by its nature is intended to survive.

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

Counterparts and electronic acceptance. An Order may be executed in counterparts and accepted electronically, and electronic acceptance has the same effect as a handwritten signature.

24. 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