Terms of Use

1. AGREEMENT TO TERMS

These Terms of Use ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your," or "Client") and Leoserv Inc ("Leoserv," "Company," "we," "us," or "our"), a Texas corporation with principal offices located at 1790 Hughes Landing Blvd, Suite 400, The Woodlands, Texas 77380, governing your access to and use of the https://leoserv.com website and all related websites, mobile applications, and any other services, tools, features, content, or applications offered by Leoserv (collectively, the "Site" and "Services").

BY ACCESSING OR USING THE SITE OR SERVICES, BY CLICKING "I ACCEPT" OR "I AGREE" TO THESE TERMS, BY CREATING AN ACCOUNT, BY SUBMITTING A REQUEST FOR SERVICES, OR BY OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS, YOU REPRESENT AND WARRANT THAT:

(A) YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS; (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH LEOSERV (AT LEAST 18 YEARS OF AGE OR THE AGE OF MAJORITY IN YOUR JURISDICTION); (C) YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF YOURSELF AND ANY ENTITY YOU REPRESENT; (D) YOU WILL COMPLY WITH ALL TERMS AND CONDITIONS STATED HEREIN.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE OR SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the absolute right, at our sole discretion, to change, modify, add, or remove portions of these Terms at any time without prior notice. All changes are effective immediately upon posting. Your continued use of the Site or Services following the posting of revised Terms means you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated into these Terms by reference. We reserve the right, but are not obligated, to:

(A) Monitor the Site and Services for violations of these Terms; (B) Take appropriate legal action against anyone who violates these Terms; (C) Refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any contribution or portion thereof; (D) Remove from the Site or otherwise disable any files and content that are excessive in size or burdensome to our systems; (E) Otherwise manage the Site and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 LEOSERV INTELLECTUAL PROPERTY

Unless otherwise indicated, the Site and Services, including all content, features, functionality, source code, databases, technology, software, designs, graphics, text, photographs, images, video, audio, information, data compilations, page headers, button icons, scripts, service marks, trademarks, trade names, logos, and other materials (collectively, "Leoserv Content") are owned, controlled, or licensed by Leoserv and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Leoserv Content is provided to you "AS IS" for your information and personal use only. Except as expressly provided in these Terms, no part of the Site, Services, or Leoserv Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site and Services, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services and to download or print a copy of any portion of the Leoserv Content to which you have properly gained access, solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, Services, and Leoserv Content.

The Leoserv name, the Leoserv logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Leoserv or its affiliates or licensors. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site or Services are the trademarks of their respective owners.

2.2 CLIENT INTELLECTUAL PROPERTY

When you provide materials, content, information, or data to us for the purpose of receiving Services ("Client Materials"), you represent and warrant that:

(A) You own all right, title, and interest in and to the Client Materials, or you have obtained all necessary rights, licenses, consents, and permissions to provide the Client Materials to us and to grant us the rights described in these Terms; (B) The Client Materials do not and will not infringe, misappropriate, or violate any third-party intellectual property rights, rights of publicity or privacy, or any other rights; (C) The Client Materials do not contain any defamatory, libelous, obscene, pornographic, or otherwise unlawful material; (D) You have the authority to authorize us to use the Client Materials as described in these Terms.

You grant to Leoserv a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit the Client Materials in any form, format, media, or media channels now known or later developed or discovered, for the purpose of:

(A) Providing the Services to you; (B) Operating, promoting, and improving our Services; (C) Developing new products and services; (D) Creating case studies, portfolio pieces, and marketing materials (subject to your prior written approval for use of confidential or sensitive materials); (E) Any other purpose reasonably related to our business operations.

This license survives termination of these Terms or your account.

2.3 WORK PRODUCT AND DELIVERABLES

"Work Product" means all materials, content, deliverables, and work product created, developed, or produced by Leoserv in the course of providing Services to you, including but not limited to: websites, web applications, graphic designs, logos, branding materials, marketing materials, social media content, advertising creative, written content, strategies, plans, reports, software code, databases, and any other deliverables.

Ownership of Work Product shall be determined as follows:

(A) PRE-EXISTING MATERIALS: Leoserv retains all ownership rights in any pre-existing materials, templates, frameworks, methodologies, tools, code libraries, designs, concepts, or other materials that existed prior to or independent of your engagement ("Pre-Existing Materials"). You are granted a non-exclusive, non-transferable license to use Pre-Existing Materials incorporated into Work Product solely as part of the final deliverables and for the purposes for which the Services were provided.

(B) CUSTOM DELIVERABLES: Upon full payment of all fees owed, Leoserv grants you ownership of custom deliverables specifically created for you, excluding any Pre-Existing Materials. However, Leoserv retains the right to use such custom deliverables for portfolio purposes, case studies, and marketing materials, unless you explicitly request confidentiality in writing and we agree.

(C) METHODOLOGIES AND PROCESSES: Leoserv retains all ownership rights in its proprietary methodologies, processes, techniques, know-how, strategies, frameworks, and approaches used in providing Services, regardless of whether such methods are incorporated into Work Product.

(D) THIRD-PARTY MATERIALS: Work Product may incorporate third-party content, software, plugins, libraries, fonts, images, or other materials that are subject to third-party licenses. You are responsible for complying with all such third-party licenses. Leoserv makes no representations or warranties regarding third-party materials.

(E) HOSTED SERVICES: For Work Product that includes hosted services, websites, applications, or other materials hosted on third-party platforms or our infrastructure, your rights are subject to the continuation of Services and payment of applicable hosting and maintenance fees.

You acknowledge that if you fail to pay amounts owed, Leoserv retains all ownership rights in Work Product until full payment is received, and we may withhold delivery, suspend access, or exercise our rights as set forth in Section 8.

2.4 LEOSERV PORTFOLIO RIGHTS

You grant Leoserv the perpetual, worldwide, royalty-free right to use, display, and publish Work Product, Client Materials, and information about the Services provided to you for portfolio purposes, marketing materials, case studies, presentations, website display, social media posts, and other promotional purposes.

If you wish to restrict our portfolio rights, you must notify us in writing before Services commence, and we reserve the right to charge additional fees or decline the engagement.

2.5 FEEDBACK AND SUGGESTIONS

If you provide feedback, suggestions, ideas, or recommendations to us regarding the Site, Services, or our business ("Feedback"), you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use such Feedback for any purpose without compensation or attribution to you. We have no obligation to use Feedback or to keep Feedback confidential.

3. USER REPRESENTATIONS AND WARRANTIES

By using the Site or Services, you represent and warrant that:

(A) All registration information you submit is truthful, accurate, current, and complete; (B) You will maintain the accuracy of such information and promptly update it as necessary; (C) You have the legal capacity and agree to comply with these Terms; (D) You are not a minor in the jurisdiction in which you reside (at least 18 years of age); (E) You will not access the Site or Services through automated or non-human means, whether through a bot, script, or otherwise; (F) You will not use the Site or Services for any illegal or unauthorized purpose; (G) Your use of the Site and Services will not violate any applicable law, regulation, ordinance, or these Terms; (H) You have all necessary rights, permissions, and authority to provide any Client Materials to us and to grant the rights described in these Terms; (I) The Client Materials and your use of the Services do not and will not infringe, misappropriate, or violate any intellectual property rights or other rights of any third party; (J) You will not use the Site or Services in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site or Services; (K) You will comply with all applicable data protection and privacy laws in connection with your use of the Services; (L) You are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (M) You are not identified as a "Specially Designated National" by the Office of Foreign Assets Control; (N) You are not placed on the U.S. Commerce Department's Denied Persons List; (O) You will not assist or permit any persons in engaging in any of the activities prohibited under these Terms.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site or Services.

4. USER REGISTRATION AND ACCOUNT SECURITY

4.1 ACCOUNT CREATION

You may be required to register with the Site to access certain features or Services. You agree to:

(A) Keep your password confidential and not share it with any third party; (B) Notify us immediately of any unauthorized use of your account or any other breach of security; (C) Ensure that you exit from your account at the end of each session; (D) Be responsible for all activities that occur under your account, whether or not authorized by you; (E) Not use another person's account without permission; (F) Not create an account using a false identity or providing false information; (G) Not create multiple accounts for yourself or on behalf of others.

We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to accept responsibility for all activities that occur under your account or through your use of the Services.

4.2 ACCOUNT TERMINATION

We reserve the right to terminate or suspend your account and access to the Site or Services at any time, without notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

Upon termination, your right to use the Site and Services will immediately cease. If you wish to terminate your account, you may do so by contacting us. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

5. PROHIBITED ACTIVITIES

You may not access or use the Site or Services for any purpose other than that for which we make the Site and Services available. The Site and Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site or Services, you agree not to:

(A) Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us; (B) Make any unauthorized use of the Site or Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses; (C) Circumvent, disable, or otherwise interfere with security-related features of the Site or Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Site or Services; (D) Engage in unauthorized framing of or linking to the Site; (E) Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords; (F) Make improper use of our support services or submit false reports of abuse or misconduct; (G) Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools; (H) Interfere with, disrupt, or create an undue burden on the Site or Services or the networks or services connected to the Site; (I) Attempt to impersonate another user or person or use the username of another user; (J) Sell or otherwise transfer your profile, account, or access to the Site or Services; (K) Use any information obtained from the Site or Services in order to harass, abuse, or harm another person; (L) Use the Site or Services as part of any effort to compete with us or otherwise use the Site and/or Services for any revenue-generating endeavor or commercial enterprise; (M) Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site or Services; (N) Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site or Services; (O) Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site or Services to you; (P) Delete the copyright or other proprietary rights notice from any content; (Q) Copy or adapt the Site's software, including but not limited to Flash, PHP, HTML, JavaScript, or other code; (R) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site or Services; (S) Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (gifs), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as spyware or passive collection mechanisms or pcms); (T) Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software; (U) Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site or Services; (V) Use the Site or Services in a manner inconsistent with any applicable laws or regulations; (W) Violate any robot exclusion headers of the Site or bypass or circumvent other measures employed to prevent or limit access to the Site; (X) Collect or track the personal information of others without their consent; (Y) Spam, phish, pharm, pretext, spider, crawl, or scrape; (Z) Use the Site or Services for any obscene or immoral purpose; (AA) Interfere with or circumvent the security features of the Site or Services or any related website, other websites, or the Internet; (BB) Engage in any activity that could damage our reputation or business relationships; (CC) Use the Site or Services to send automated queries to any website or to send any unsolicited commercial email; (DD) Use the Site or Services to violate the privacy or publicity rights of any third party; (EE) Post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; (FF) Violate any applicable federal, state, local, or international law, statute, ordinance, or regulation.

6. SERVICES AND DELIVERABLES

6.1 SCOPE OF SERVICES

Leoserv provides digital marketing, web design, SEO, social media management, software development, consulting, and related professional services as described on our Site and in service agreements. The specific Services to be provided will be set forth in a Statement of Work, Service Agreement, Proposal, or similar document (each, a "Service Agreement").

Services may include, but are not limited to:

• Digital marketing strategy development and implementation
• Website design, development, hosting, and maintenance
• Search engine optimization (SEO) and search engine marketing (SEM)
• Social media management, content creation, and advertising
• Pay-per-click (PPC) advertising campaign management
• Email marketing and marketing automation
• Content creation (written, graphic, video, audio)
• Branding and graphic design
• Software development and custom application development
• Technology consulting and integration services
• Analytics, reporting, and performance tracking
• Online reputation management
• Video production and marketing
• Event promotion and marketing
• E-commerce solutions
• Any other services as mutually agreed upon

6.2 SERVICE AGREEMENTS

Services are provided pursuant to Service Agreements that incorporate these Terms by reference. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall control with respect to the specific Services described therein, but these Terms shall control with respect to all other matters.

Service Agreements may specify:

• Scope of Services
• Deliverables and timelines
• Fees and payment terms
• Project milestones
• Client responsibilities
• Performance metrics
• Specific terms and conditions applicable to the engagement

6.3 CLIENT COOPERATION AND RESPONSIBILITIES

Timely and successful delivery of Services requires your full cooperation. You agree to:

(A) Provide timely access to all necessary materials, information, accounts, credentials, and resources required for us to perform the Services; (B) Respond promptly to requests for information, feedback, and approvals; (C) Provide accurate, complete, and up-to-date information; (D) Designate authorized representatives with decision-making authority; (E) Comply with all applicable laws and regulations; (F) Obtain all necessary rights, licenses, and permissions for materials you provide to us; (G) Review and approve deliverables in a timely manner; (H) Make timely payments as specified in the Service Agreement; (I) Maintain backups of your data and materials; (J) Ensure your systems, platforms, and infrastructure meet the technical requirements for the Services; (K) Provide a safe and professional working environment for our personnel if on-site work is required; (L) Comply with all client responsibilities set forth in the Service Agreement.

Failure to fulfill your responsibilities may result in delays, additional costs, or our inability to complete the Services. We are not liable for delays or failures in performance resulting from your failure to meet your obligations.

6.4 PROJECT TIMELINES

Project timelines and deadlines specified in Service Agreements are estimates based on the information available at the time and assume your full and timely cooperation. Timelines may be adjusted due to:

• Changes in project scope
• Delays in receiving necessary information, materials, or approvals from you
• Technical difficulties or complications
• Availability of third-party services or platforms
• Force majeure events
• Other circumstances beyond our reasonable control

We will make commercially reasonable efforts to meet agreed-upon timelines, but we do not guarantee completion by specific dates unless expressly stated as a firm deadline in the Service Agreement with liquidated damages provisions.

6.5 CHANGES TO SCOPE

Any changes to the scope of Services must be documented in writing and signed by both parties. Changes may result in adjustments to fees, timelines, and deliverables.

We reserve the right to decline requests for scope changes that we determine, in our sole discretion, are not feasible, not aligned with the original project objectives, or would require unreasonable resources.

6.6 THIRD-PARTY SERVICES AND PLATFORMS

Services may require or involve the use of third-party platforms, services, software, tools, or applications (e.g., Google Ads, Facebook, hosting providers, domain registrars, email marketing platforms). You acknowledge and agree that:

(A) Third-party services are governed by their own terms of service, privacy policies, and other agreements; (B) We are not responsible for the availability, functionality, or performance of third-party services; (C) Disruptions, changes, or discontinuation of third-party services may affect the Services we provide; (D) You are responsible for complying with all terms and conditions of third-party services; (E) Fees for third-party services are separate from our fees and are your responsibility unless otherwise agreed; (F) We make no representations or warranties regarding third-party services; (G) We are not liable for any issues, damages, or losses arising from third-party services.

6.7 PLATFORM ACCESS AND CREDENTIALS

To provide certain Services, we may require access to your accounts, platforms, systems, and credentials, including but not limited to:

• Website hosting and CMS
• Domain registrar accounts
• Social media business accounts
• Advertising platform accounts
• Email marketing platforms
• Analytics platforms
• CRM systems
• E-commerce platforms
• Payment processors
• Any other relevant accounts

You grant us the necessary access and authorize us to perform actions on your behalf as required to deliver the Services. You are responsible for:

(A) Providing accurate and current credentials; (B) Maintaining appropriate permissions and access levels; (C) Notifying us immediately of any security concerns; (D) Ensuring your accounts comply with platform terms of service; (E) Being responsible for all activities that occur under your accounts, whether performed by us on your behalf or otherwise.

We will use commercially reasonable efforts to maintain the security and confidentiality of your credentials, but we are not liable for any unauthorized access, data breaches, or security incidents affecting your accounts unless caused by our gross negligence or willful misconduct.

6.8 NO GUARANTEE OF RESULTS

While we will use our professional skill and judgment in providing Services, you acknowledge and agree that:

(A) We do not guarantee specific results, rankings, traffic, leads, sales, conversions, or other outcomes; (B) Marketing and SEO results depend on numerous factors beyond our control, including market conditions, competition, algorithm changes, platform policies, and your business performance; (C) Past performance and case studies are not indicative of future results; (D) Search engine rankings fluctuate and cannot be guaranteed; (E) Social media engagement, reach, and growth cannot be guaranteed; (F) Website traffic and conversion rates depend on many variables; (G) Advertising performance varies based on market conditions, competition, creative quality, and other factors; (H) We are not responsible for external factors that affect performance, including algorithm updates, platform policy changes, competitive landscape shifts, or economic conditions; (I) Our obligation is to provide Services using professional standards and best practices, not to achieve specific outcomes.

7. FEES, PAYMENT, AND BILLING

7.1 FEES

Fees for Services will be specified in the applicable Service Agreement or Proposal. Unless otherwise stated, all fees are in United States Dollars (USD) and do not include applicable taxes, transaction fees, or third-party costs.

Fee structures may include:

• Fixed project fees
• Hourly rates
• Monthly retainers
• Percentage of advertising spend
• Commission-based fees
• Performance-based fees
• Setup fees and ongoing service fees
• Any other fee structure as mutually agreed

7.2 PAYMENT TERMS

Unless otherwise specified in the Service Agreement, the following payment terms apply:

(A) INVOICING: We will invoice you according to the payment schedule specified in the Service Agreement. If no payment schedule is specified, we will invoice upon completion of milestones or monthly for ongoing services.

(B) PAYMENT DUE: Payment is due within fifteen (15) days of the invoice date unless otherwise specified. Time is of the essence for all payment obligations.

(C) LATE PAYMENTS: Invoices not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full. You will also be responsible for all costs of collection, including reasonable attorneys' fees.

(D) PAYMENT METHODS: We accept payment by credit card, debit card, ACH transfer, wire transfer, check, or other methods as agreed. You authorize us to charge your payment method on file for all amounts due.

(E) DEPOSIT AND ADVANCE PAYMENTS: We may require a deposit or advance payment before commencing Services. Deposits are typically fifty percent (50%) of the total project fee or first month's retainer, but may vary. Deposits are non-refundable except as expressly provided in the Service Agreement.

(F) ADVERTISING SPEND: For advertising management services, you are responsible for all advertising costs in addition to our management fees. Advertising budgets are spent directly on advertising platforms and are separate from our fees. We are not responsible for refunding advertising spend.

7.3 SUBSCRIPTION AND RECURRING SERVICES

For subscription-based or recurring Services:

(A) Fees are billed in advance on a monthly, quarterly, or annual basis as specified; (B) You authorize automatic recurring charges to your payment method on file; (C) Subscription fees are non-refundable; (D) You are responsible for ensuring your payment method remains current and valid; (E) If a payment fails, we may suspend Services until payment is received; (F) You may cancel subscriptions with thirty (30) days written notice, but fees paid are non-refundable; (G) We may change subscription fees with thirty (30) days notice; (H) Subscriptions automatically renew unless cancelled.

7.4 EXPENSES AND THIRD-PARTY COSTS

You are responsible for reimbursing us for all reasonable expenses incurred in providing Services, including but not limited to:

• Stock photography, fonts, and creative assets
• Hosting fees, domain registration, and SSL certificates
• Software licenses and subscriptions
• Third-party plugins, themes, and tools
• Printing and production costs
• Contractor and freelancer costs
• Travel expenses (if approved in advance)
• Any other third-party costs incurred on your behalf

We may mark up third-party costs by up to twenty percent (20%) to cover administrative overhead unless otherwise agreed.

7.5 TAXES

All fees are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase of Services, excluding taxes based on our net income. If we are required to collect or pay Taxes, the Taxes will be invoiced to you and you agree to pay such Taxes.

7.6 PRICE CHANGES

We reserve the right to change our fees and pricing at any time. Fee changes for ongoing Services will be communicated to you with at least thirty (30) days notice. Continued use of Services after the effective date of fee changes constitutes your acceptance of the new fees.

7.7 DISPUTES

If you believe an invoice contains an error, you must notify us in writing within ten (10) days of the invoice date. Failure to dispute an invoice within this period constitutes acceptance of the invoice as accurate. You remain obligated to pay all undisputed amounts when due.

7.8 SUSPENSION FOR NON-PAYMENT

If you fail to pay any amount when due, we may, in addition to our other rights and remedies:

(A) Suspend performance of Services until payment is received; (B) Suspend or terminate your access to the Site and Services; (C) Withhold delivery of Work Product and deliverables; (D) Charge interest on overdue amounts; (E) Engage collection agencies or attorneys to collect amounts due; (F) Terminate the Service Agreement; (G) Exercise any other rights available under law or equity.

Suspension or termination for non-payment does not relieve you of your obligation to pay all amounts due, including fees accrued during the suspension period.

8. OWNERSHIP AND LICENSE UPON PAYMENT

8.1 WORK PRODUCT OWNERSHIP

As specified in Section 2.3, ownership of Work Product is contingent upon full payment of all fees and charges. Until full payment is received:

(A) Leoserv retains all right, title, and interest in and to all Work Product; (B) You have no rights to use, access, or exploit the Work Product; (C) We may withhold delivery of Work Product and all related files, source code, and materials; (D) We have the right to disable, remove, or restrict access to any Work Product, including websites, social media content, advertising campaigns, and other deliverables.

8.2 TRANSFER OF OWNERSHIP UPON PAYMENT

Upon receipt of full payment of all fees and charges owed, and provided you are not in breach of these Terms or any Service Agreement, we grant or transfer to you the ownership rights in custom Work Product as specified in Section 2.3(B), subject to our retention of rights in Pre-Existing Materials, methodologies, and other reserved rights.

8.3 LICENSE TO PRE-EXISTING MATERIALS

Even upon full payment, you receive only a license (not ownership) to Pre-Existing Materials incorporated into Work Product. This license is non-exclusive, non-transferable, and limited to use of the Pre-Existing Materials as incorporated into the final deliverables for the purposes for which the Services were provided.

8.4 SOURCE FILES AND DELIVERABLES

Unless specifically included in the Service Agreement, we are not obligated to provide source files, layered design files, development files, project files, or other working files. Delivery of such files, if provided, does not transfer ownership of Pre-Existing Materials or grant rights beyond those expressly stated in these Terms.

9. CONFIDENTIALITY

9.1 DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

(A) Business information, including financial information, business plans, strategies, forecasts, and budgets; (B) Technical information, including source code, software, algorithms, formulas, designs, and processes; (C) Marketing information, including customer lists, prospect lists, marketing plans, and strategies; (D) Trade secrets and proprietary information; (E) Personal information and data; (F) Terms of agreements and negotiations; (G) Any other information that is marked as confidential or proprietary.

9.2 OBLIGATIONS

The Receiving Party agrees to:

(A) Maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (B) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations; (C) Not use Confidential Information for any purpose other than performing obligations under these Terms or the applicable Service Agreement; (D) Return or destroy all Confidential Information upon request or upon termination of the business relationship.

9.3 EXCEPTIONS

Confidential Information does not include information that:

(A) Is or becomes publicly available through no breach of these Terms by the Receiving Party; (B) Was rightfully in the Receiving Party's possession before disclosure by the Disclosing Party; (C) Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; (D) Is independently developed by the Receiving Party without use of or reference to the Confidential Information; (E) Is required to be disclosed by law, regulation, court order, or other legal process, provided the Receiving Party gives the Disclosing Party prompt notice of such requirement and cooperates in any effort to seek a protective order.

9.4 SURVIVAL

The obligations in this Section 9 shall survive termination of these Terms or any Service Agreement for a period of five (5) years, except that obligations relating to trade secrets shall survive for as long as the information qualifies as a trade secret under applicable law.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

10.1 MUTUAL REPRESENTATIONS

Each party represents and warrants that:

(A) It has the full right, power, and authority to enter into these Terms and perform its obligations; (B) The execution, delivery, and performance of these Terms do not conflict with any other agreement to which it is a party or by which it is bound; (C) These Terms constitute a legal, valid, and binding obligation enforceable against it.

10.2 LEOSERV WARRANTIES

Leoserv warrants that:

(A) Services will be performed in a professional and workmanlike manner consistent with industry standards; (B) Leoserv has the right to provide the Services and license the Pre-Existing Materials as described in these Terms; (C) Work Product created by Leoserv will not infringe or misappropriate any third-party intellectual property rights, provided that this warranty does not apply to Client Materials or third-party materials provided or specified by you.

10.3 CLIENT WARRANTIES

You represent and warrant that:

(A) You have all necessary rights, licenses, and permissions to provide Client Materials to us and to grant the rights described in these Terms; (B) Client Materials do not and will not infringe, misappropriate, or violate any third-party rights; (C) You will comply with all applicable laws and regulations in connection with your use of the Services and Work Product; (D) All information you provide is accurate, current, and complete.

10.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LEOSERV MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

(A) IMPLIED WARRANTIES OF MERCHANTABILITY; (B) IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (C) IMPLIED WARRANTIES OF NON-INFRINGEMENT; (D) WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (E) WARRANTIES THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (F) WARRANTIES THAT RESULTS OBTAINED FROM USE OF THE SITE OR SERVICES WILL BE ACCURATE OR RELIABLE; (G) WARRANTIES THAT DEFECTS WILL BE CORRECTED; (H) WARRANTIES REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ACKNOWLEDGE THAT LEOSERV DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SITE AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. LEOSERV IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

LEOSERV MAKES NO WARRANTIES REGARDING THIRD-PARTY SERVICES, PLATFORMS, SOFTWARE, OR MATERIALS, INCLUDING BUT NOT LIMITED TO SOCIAL MEDIA PLATFORMS, ADVERTISING NETWORKS, HOSTING PROVIDERS, OR ANY OTHER THIRD-PARTY SERVICES USED IN CONNECTION WITH THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

11.1 TYPES OF DAMAGES EXCLUDED

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEOSERV, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR:

(A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES; (C) LOSS OF OR DAMAGE TO REPUTATION; (D) BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY; (E) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (F) LOSS OF DATA OR INFORMATION; (G) LOSS OF SEARCH ENGINE RANKINGS OR TRAFFIC; (H) LOSS OF SOCIAL MEDIA FOLLOWERS OR ENGAGEMENT; (I) LOSS OF ADVERTISING PERFORMANCE OR ROI; (J) DAMAGES RESULTING FROM DOWNTIME OR SERVICE INTERRUPTIONS; (K) DAMAGES RESULTING FROM THIRD-PARTY ACTIONS OR PLATFORM CHANGES;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LEOSERV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 MAXIMUM LIABILITY CAP

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEOSERV'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SITE, OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

(A) FIVE HUNDRED DOLLARS ($500.00); OR (B) THE TOTAL AMOUNT PAID BY YOU TO LEOSERV IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 EXCEPTIONS

THE LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO:

(A) DAMAGES RESULTING FROM LEOSERV'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) DEATH OR PERSONAL INJURY CAUSED BY LEOSERV'S NEGLIGENCE; (C) FRAUD OR FRAUDULENT MISREPRESENTATION; (D) LEOSERV'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (E) YOUR PAYMENT OBLIGATIONS UNDER SECTION 7; (F) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.

11.4 ACKNOWLEDGMENT

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LEOSERV, AND THAT LEOSERV WOULD NOT BE ABLE TO PROVIDE THE SITE AND SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

11.5 BASIS FOR LIABILITY CALCULATION

If Leoserv is found liable for any damages despite the limitations in this Section 11, liability shall be calculated as follows:

(A) For Services provided on a project basis: Liability is limited to the fees paid for the specific project giving rise to the claim; (B) For recurring Services: Liability is limited to fees paid in the three (3) months immediately preceding the event; (C) For free services or trials: Liability is limited to $100.00.

12. INDEMNIFICATION

12.1 YOUR INDEMNIFICATION OBLIGATIONS

You agree to defend, indemnify, and hold harmless Leoserv, its affiliates, subsidiaries, officers, directors, employees, agents, partners, licensors, service providers, contractors, and successors from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) arising out of or relating to:

(A) Your use or misuse of the Site or Services; (B) Your violation of these Terms or any applicable law, regulation, or third-party right; (C) Your violation of any third-party right, including any intellectual property right, property right, or privacy right; (D) Client Materials you provide to us, including any claim that Client Materials infringe or misappropriate third-party rights; (E) Any claim that Client Materials caused harm to a third party; (F) Your failure to obtain necessary rights, licenses, consents, or permissions for Client Materials; (G) Your business operations, products, or services; (H) Any content you post or transmit through the Site or Services; (I) Your negligence, gross negligence, or willful misconduct; (J) Your breach of any representation or warranty made in these Terms; (K) Any claim by a third party arising from your use of Work Product or Services; (L) Your violation of platform terms of service or third-party agreements.

12.2 LEOSERV INDEMNIFICATION OBLIGATIONS

Leoserv agrees to defend, indemnify, and hold you harmless from and against any third-party claim alleging that Work Product created by Leoserv (excluding Client Materials and third-party materials) infringes or misappropriates such third party's intellectual property rights, provided that:

(A) You promptly notify Leoserv in writing of the claim; (B) You grant Leoserv sole control of the defense and settlement of the claim; (C) You provide reasonable cooperation in the defense at Leoserv's expense; (D) The claim does not arise from modifications made by you or third parties, misuse, or use outside the scope of the license granted; (E) The claim does not arise from combination of Work Product with other materials not provided by Leoserv.

If Work Product becomes, or in Leoserv's opinion is likely to become, the subject of an infringement claim, Leoserv may, at its option and expense:

(A) Procure the right for you to continue using the Work Product; (B) Replace or modify the Work Product to make it non-infringing while providing substantially similar functionality; (C) Refund fees paid for the infringing Work Product and terminate the license.

THIS SECTION 12.2 STATES LEOSERV'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

12.3 INDEMNIFICATION PROCEDURE

A party seeking indemnification (the "Indemnified Party") must:

(A) Promptly notify the indemnifying party (the "Indemnifying Party") in writing of any claim for which indemnification is sought; (B) Provide reasonable cooperation in the defense of the claim; (C) Allow the Indemnifying Party to control the defense and settlement of the claim.

The Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent if the settlement:

(A) Imposes any obligation on the Indemnified Party; (B) Requires an admission of liability by the Indemnified Party; (C) Does not include an unconditional release of the Indemnified Party from all liability related to the claim.

The Indemnified Party may participate in the defense at its own expense with counsel of its choosing.

12.4 SURVIVAL

The indemnification obligations in this Section 12 shall survive termination of these Terms and any Service Agreement.

13. TERM AND TERMINATION

13.1 TERM

These Terms commence when you first access or use the Site or Services and continue until terminated as provided herein.

Service Agreements have the term specified therein. If no term is specified, the Service Agreement continues until the Services are completed or until terminated by either party as provided in these Terms or the Service Agreement.

13.2 TERMINATION BY LEOSERV

We may terminate or suspend your access to the Site or Services, or terminate any Service Agreement, immediately without notice or liability, for any reason or no reason, including without limitation if:

(A) You breach any provision of these Terms or any Service Agreement; (B) We are required to do so by law; (C) We cease providing the Site or Services; (D) Providing Services to you creates legal, security, or technical issues; (E) You engage in conduct that we believe damages our reputation or business; (F) You fail to make payments when due; (G) We determine, in our sole discretion, that continuing the relationship is not in our best interest.

13.3 TERMINATION BY YOU

You may terminate a Service Agreement by providing written notice as specified in the Service Agreement, typically thirty (30) days in advance. However:

(A) Termination does not relieve you of your obligation to pay for Services already performed and costs already incurred; (B) Fees paid are non-refundable except as expressly provided in the Service Agreement; (C) You remain obligated to pay any cancellation fees specified in the Service Agreement; (D) Upon termination, we will cease work and you will not be entitled to any Work Product or deliverables not yet completed and paid for.

13.4 EFFECT OF TERMINATION

Upon termination of your account or any Service Agreement:

(A) Your right to use the Site and Services immediately ceases; (B) You remain obligated to pay all amounts owed through the effective date of termination; (C) All licenses granted to you under these Terms immediately terminate; (D) We may delete your account and all associated data; (E) We have no obligation to provide access to or copies of any Work Product, content, or data, except as required by law; (F) We may withhold delivery of all Work Product until all amounts owed are paid in full; (G) We may disable, remove, or restrict access to websites, social media content, advertising campaigns, and other deliverables we have created or manage on your behalf; (H) We will cease managing any accounts, platforms, or services on your behalf; (I) You must immediately return or destroy all Confidential Information; (J) We are not liable for any damages, losses, or expenses arising from termination.

13.5 SURVIVAL

The following provisions survive termination of these Terms or any Service Agreement: Sections 2 (Intellectual Property Rights), 7 (Fees, Payment, and Billing), 9 (Confidentiality), 10 (Representations and Warranties; Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13.4 (Effect of Termination), 13.5 (Survival), 15 (Dispute Resolution), 16 (Governing Law and Jurisdiction), and any other provisions that by their nature should survive.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under these Terms or any Service Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to:

(A) Acts of God, natural disasters, fires, floods, earthquakes, storms, or other extreme weather events; (B) War, terrorism, civil unrest, riots, or insurrection; (C) Epidemics, pandemics, or public health emergencies; (D) Government actions, laws, regulations, or orders; (E) Labor disputes, strikes, or lockouts; (F) Failures or disruptions of telecommunications, internet, power, or other utilities; (G) Failures or disruptions of third-party services, platforms, or suppliers; (H) Cyberattacks, hacking, malware, or other security incidents; (I) Any other event beyond the reasonable control of the affected party.

The affected party shall promptly notify the other party of the force majeure event and shall use commercially reasonable efforts to mitigate the effects and resume performance. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Service Agreement without liability.

15. DISPUTE RESOLUTION

15.1 INFORMAL RESOLUTION

Before filing any formal dispute, you agree to first contact us and attempt to resolve the dispute informally by sending a written notice describing the nature and basis of the claim and the relief sought. We will attempt to resolve the dispute informally by contacting you. If we cannot resolve the dispute within sixty (60) days of receiving your notice, either party may proceed with formal dispute resolution.

15.2 BINDING ARBITRATION

Except as provided in Section 15.6, any dispute, claim, or controversy arising out of or relating to these Terms, any Service Agreement, or the Site or Services, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration before a single arbitrator administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

The arbitration shall be conducted in Harris County, Texas, or at such other location as the parties may agree. The arbitrator shall apply the substantive law of the State of Texas, excluding its conflicts of law rules. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Each party shall bear its own costs and expenses, including attorneys' fees, except that the arbitrator may award reasonable attorneys' fees and costs to the prevailing party. The arbitrator may not award punitive, exemplary, or consequential damages except to the extent permitted by applicable law.

The arbitration shall be confidential, and neither party may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, except as may be required by law or for enforcement of the arbitration award.

15.3 CLASS ACTION WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND LEOSERV EXPRESSLY WAIVE ANY RIGHT TO PURSUE CLAIMS ON A CLASS OR REPRESENTATIVE BASIS.

If a court or arbitrator determines that the class action waiver is unenforceable, then the arbitration agreement in Section 15.2 is void and any claim must be brought in court.

15.4 JURY TRIAL WAIVER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND LEOSERV WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS, ANY SERVICE AGREEMENT, OR THE SITE OR SERVICES.

15.5 TIME LIMITATION ON CLAIMS

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms, any Service Agreement, or the Site or Services must be filed within one (1) year after the claim or cause of action arose or be forever barred.

15.6 EXCEPTIONS TO ARBITRATION

Notwithstanding Section 15.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

Additionally, either party may bring an action in small claims court for disputes within that court's jurisdiction.

15.7 OPT-OUT OF ARBITRATION

You have the right to opt-out of binding arbitration within thirty (30) days of first accepting these Terms by sending written notice to:

Leoserv Inc 1790 Hughes Landing Blvd, Suite 400 The Woodlands, Texas 77380 Attention: Legal Department Subject: Arbitration Opt-Out

The notice must include your name, address, email address, and a clear statement that you wish to opt-out of binding arbitration. If you opt-out, all disputes will be resolved in court as provided in Section 16.

16. GOVERNING LAW AND JURISDICTION

These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule.

Any legal action or proceeding arising under or relating to these Terms or any Service Agreement (other than disputes subject to arbitration under Section 15.2) shall be brought exclusively in the state or federal courts located in Harris County, Texas, and you irrevocably consent to personal jurisdiction and venue in such courts and waive any objection to such jurisdiction or venue.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time at our sole discretion. We will provide notice of material changes by:

(A) Posting a notice on our homepage; (B) Sending an email to the address associated with your account; (C) Updating the "Last Updated" date at the top of these Terms; (D) Other means as appropriate.

Your continued use of the Site or Services after the effective date of any changes constitutes your binding acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Site and Services.

For Services governed by a Service Agreement, modifications to these Terms will apply to the Service Agreement upon its renewal or extension, unless the Service Agreement expressly states otherwise.

18. ELECTRONIC COMMUNICATIONS

By using the Site or Services, you consent to receiving electronic communications from us. These communications may include notices about your account, transactional information, and marketing communications. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

You may withdraw your consent to receive electronic communications by contacting us, but withdrawal of consent may result in termination of your account and access to Services.

19. NOTICES

All notices required or permitted under these Terms shall be in writing and shall be deemed given when:

(A) Personally delivered; (B) Sent by confirmed facsimile or email (with confirmation of receipt); (C) Sent by certified or registered mail, return receipt requested; (D) Sent by a nationally recognized overnight courier service.

Notices to Leoserv shall be sent to:

Leoserv Inc 1790 Hughes Landing Blvd, Suite 400 The Woodlands, Texas 77380 Attention: Legal Department Email: legal@leoserv.com

Notices to you shall be sent to the address or email address you provided in your account information or in the applicable Service Agreement.

You are responsible for keeping your contact information current. We are not responsible for any consequences arising from your failure to receive notices due to outdated contact information.

20. ASSIGNMENT

You may not assign, transfer, or delegate any of your rights or obligations under these Terms or any Service Agreement without our prior written consent. Any attempted assignment in violation of this Section is void.

We may freely assign, transfer, or delegate our rights and obligations under these Terms or any Service Agreement without your consent, including in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

These Terms and any Service Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

21. SEVERABILITY

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from these Terms.

22. WAIVER

No waiver by Leoserv of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure by Leoserv to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

No waiver shall be effective unless made in writing and signed by an authorized representative of Leoserv.

23. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy, any Service Agreement, and any other legal notices or agreements published by us on the Site or provided to you in connection with the Services, constitute the entire agreement between you and Leoserv regarding the Site and Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

24. HEADINGS

The headings in these Terms are for convenience only and have no legal or contractual effect.

25. LANGUAGE

These Terms are written in English. Any translations provided are for convenience only. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.

26. CONSTRUCTION

These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing these Terms to be drafted.

27. INDEPENDENT CONTRACTORS

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

28. THIRD-PARTY BENEFICIARIES

These Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity, except as expressly provided in Section 12 (Indemnification).

29. COUNTERPARTS

These Terms and any Service Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

30. COMPLIANCE WITH LAWS

You agree to comply with all applicable federal, state, local, and international laws, regulations, and ordinances in connection with your use of the Site and Services, including but not limited to:

(A) Data protection and privacy laws (GDPR, CCPA, etc.); (B) Anti-spam laws (CAN-SPAM Act, CASL, etc.); (C) Advertising and marketing laws (FTC Act, Truth in Advertising, etc.); (D) Intellectual property laws; (E) Consumer protection laws; (F) Platform terms of service and policies; (G) Industry-specific regulations applicable to your business; (H) Export control laws; (I) Anti-money laundering and economic sanctions laws; (J) Any other applicable laws and regulations.

31. EXPORT CONTROLS

You may not use, export, or re-export the Site, Services, or any Work Product except as authorized by United States law and the laws of the jurisdiction in which the Site, Services, or Work Product was obtained.

You represent and warrant that you are not:

(A) Located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (B) Identified as a "Specially Designated National" by the Office of Foreign Assets Control; (C) Placed on the U.S. Commerce Department's Denied Persons List; (D) Subject to any other restriction that would prohibit you from using the Site or Services.

32. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under these Terms or any Service Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, pandemics, failures of third-party services, or any other event beyond the reasonable control of the affected party.

33. RELATIONSHIP OF THE PARTIES

You and Leoserv are independent contractors, and nothing in these Terms or any Service Agreement shall be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf without the other party's prior written consent.

34. EQUITABLE RELIEF

You acknowledge that a breach of these Terms, particularly with respect to intellectual property rights, confidential information, or prohibited activities, may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, we shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting a bond.

35. NO RELIANCE

You acknowledge that you have not relied on any statement, representation, warranty, or understanding that is not expressly set forth in these Terms or any Service Agreement. You waive any claims based on any such statements, representations, warranties, or understandings not expressly set forth in these Terms or any Service Agreement.

36. LEGAL FEES

In any legal action or proceeding arising out of or relating to these Terms or any Service Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief to which it may be entitled.

37. GOVERNMENT USERS

If you are a government entity or government contractor, the Site, Services, and Work Product are "commercial items" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Site, Services, and Work Product with only those rights set forth in these Terms.

38. CALIFORNIA RESIDENTS

If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

39. CONTACT INFORMATION

If you have any questions about these Terms, please contact us:

Leoserv Inc 1790 Hughes Landing Blvd, Suite 400 The Woodlands, Texas 77380 United States

Email: legal@leoserv.com Phone: (contact through website) Website: https://leoserv.com

40. ACKNOWLEDGMENT

BY USING THE SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LEOSERV AND SUPERSEDE ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND LEOSERV RELATING TO THE SUBJECT MATTER OF THESE TERMS.

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