These Terms of Service (the "Terms") are an agreement between you and LeadPro ("LeadPro," "we," "our," or "us") governing your use of this website and, except where a signed agreement provides otherwise, the professional services we perform for our clients. Please read them carefully. By accessing the site, requesting a consultation, or engaging us to perform work, you accept these Terms on your own behalf and, where applicable, on behalf of the organization you represent, and you represent that you are authorized to do so.
LeadPro is a software engineering studio. We design, build, and deliver custom software and artificial-intelligence systems that our clients own outright — systems intended to replace the patchwork of rented, subscription-based tools a business would otherwise depend on. Our work is performed under written engagement documents; these Terms provide the framework that applies to every engagement and to your use of this website.
Where you and LeadPro have executed a master services agreement, proposal, or statement of work (each, an "Engagement Document"), the Engagement Document governs to the extent of any conflict with these Terms. Nothing on this website constitutes an offer capable of acceptance; all engagements are formed only through a signed Engagement Document.
Every engagement begins with a written scope. Before any build starts, we prepare an Engagement Document describing the system to be delivered: its purpose, the tools and workflows it replaces, the infrastructure it will run on, the integrations it requires, a phase map of the build with acceptance criteria and pricing per phase, the deposit, and the timeline. We do not begin billable work on the strength of a conversation, and we encourage you not to authorize any vendor who would.
Software projects evolve. When either party identifies work that falls outside the agreed scope — additional features, new integrations, a material change of approach, or expanded data migration — that work will be described, priced, and agreed in a written change order before it is performed. Neither party is obligated by scope changes discussed but not reduced to writing.
Unless an Engagement Document states otherwise, we perform services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
Our systems are priced as a one-time build. We do not charge subscription fees, per-seat license fees, or usage royalties on delivered systems, and no continuing payment to LeadPro is required for a delivered system to keep operating. Work on each engagement is organized into phases: the Engagement Document includes a phase map setting out what each phase delivers, its acceptance criteria, and its price. A deposit, stated in the Engagement Document, is payable on signing and before work begins; the balance is invoiced phase by phase as each phase is delivered and accepted. Deposits are applied against the fees for the engagement.
Invoices are payable within the period stated on the invoice. If an undisputed invoice remains unpaid past its due date, we may, after written notice, suspend work until the account is brought current; suspension extends affected timelines day for day. Amounts more than thirty days past due may bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. You are responsible for applicable sales, use, and similar taxes, excluding taxes on our income.
Costs owed to third parties in connection with your system — server hardware, cloud infrastructure operated under your accounts, commercial model or API licenses you elect to use, telephony carriage — are contracted by and billed to you directly, and remain yours. We will identify any such anticipated costs in the Engagement Document before you commit to them.
The quality and pace of a build depend materially on the client's participation. For each engagement you agree to: (a) designate a point of contact with authority to make project decisions; (b) provide timely access to the personnel, systems, credentials, documentation, and data reasonably required for the work; (c) ensure that you have all rights and consents necessary to provide the data and system access you give us; and (d) review deliverables and respond to approval requests within the periods stated in the Engagement Document.
If a delay in your cooperation delays the project, affected milestones and timelines extend accordingly. We will notify you in writing when this occurs, and we will never use this provision as a substitute for managing the project diligently on our side.
Ownership is the foundation of our offer, and we state it without qualification: upon payment in full for an engagement, all right, title, and interest in the delivered work product — the source code written for you, configurations, schemas, prompts, fine-tuned model weights produced from your data, documentation, and the data the system processes and stores — vests in you. You may operate, modify, extend, relocate, resell, or retire the system, and you may engage any party you choose to maintain it. No further license from LeadPro is required, and nothing in the system is designed to stop working if your relationship with us ends.
LeadPro retains ownership of materials that predate or are developed independently of your engagement — our internal tooling, frameworks, libraries, and generalized know-how ("Background IP"). To the extent Background IP is embedded in your delivered system, we grant you a perpetual, irrevocable, worldwide, royalty-free license to use it as part of that system. We never embed Background IP in a way that would make your system inoperable without an ongoing commercial relationship with us.
Delivered systems may incorporate open-source software, which remains governed by its own licenses. We select open-source components whose licenses are compatible with your ownership and intended use, and we identify material components and their licenses in the delivery documentation.
Each party may receive information of the other that is confidential by nature or designation — business plans, customer records, financial information, technical designs, and the existence and terms of the engagement itself. Each party agrees to use the other's confidential information solely to perform under the engagement, to protect it with at least the care it applies to its own confidential information and never less than reasonable care, and to limit access to personnel who need it and are bound by obligations at least as protective as these.
We execute non-disclosure agreements as a standard part of engagement, not as an accommodation. We do not disclose the identity of our clients, the nature of the systems we build for them, or any client business information unless the client approves the disclosure in writing or disclosure is compelled by law — and where disclosure is compelled, we will, where lawful, notify the client first. This is why the case studies published on this site are presented as anonymized, numbered systems rather than named accounts.
Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is received from a third party without duty of confidence, or is independently developed without use of the disclosing party's information. These obligations survive the end of the engagement.
Many of the systems we build incorporate machine-learning models. We believe in being precise about what that means. Model-driven components are probabilistic: their outputs are predictions, and predictions are sometimes wrong, incomplete, or unexpected — including in ways that are difficult to anticipate. This is a property of the technology, not a defect in workmanship, and we engineer around it deliberately: with confidence thresholds, approval queues, audit logs, monitoring, and mandatory human sign-off wherever an action has meaningful consequences.
Each Engagement Document identifies which functions of your system operate autonomously and which require human review. You agree to maintain the designed human-oversight controls in any use of the system affecting health, safety, employment decisions, credit, legal rights, or material financial commitments, and not to represent to third parties that AI-generated output has been human-verified when it has not.
You are responsible for operating your system in compliance with the laws and regulations that apply to your business and industry, including those governing automated communications, recording of calls, and the use of automated decision-making. We will flag known regulatory considerations that we identify during scoping, but we do not provide legal advice.
Work is delivered phase by phase against the phase map and acceptance criteria stated in the Engagement Document. For each phase you will have a review period — ten business days unless otherwise agreed — to evaluate the deliverable against its written criteria. If the deliverable materially fails to conform, you notify us in writing of the specific nonconformities, and we correct them at no additional charge and resubmit for review.
A phase is deemed accepted when you confirm acceptance in writing, when the review period lapses without a written notice of nonconformity, or when you place the deliverable into productive use in your business, whichever occurs first. Payment for a phase falls due on its acceptance, and we begin the next phase once the prior phase is settled unless the phase map provides otherwise. Acceptance of a phase does not waive your rights under the warranty described below.
Every delivered system includes a warranty period, stated in the Engagement Document, during which we will correct, at no charge, any failure of the system to perform materially in accordance with its documentation and acceptance criteria. The warranty does not cover failures caused by modifications made by parties other than LeadPro, use contrary to the documentation, or failures of third-party infrastructure or services outside our control.
Beyond the warranty period, continuing support, monitoring, and improvement arrangements are available but always optional, and are agreed under a separate written schedule with its own fees and service levels. Because you own your system and receive its source code and documentation, you are equally free to maintain it in-house or through any third party — a freedom we consider a feature of the engagement, not a risk to be discouraged.
Each party warrants that it has the authority to enter into the engagement and that its performance will comply with applicable law. LeadPro further warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; that delivered work product will materially conform to the Engagement Document; and that, to our knowledge, delivered work product will not infringe the intellectual-property rights of any third party.
Except as expressly stated in these Terms or an Engagement Document, the services, deliverables, and this website are provided "as is" and "as available," and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that operation of any system will be uninterrupted or error-free.
Statements of results on this website — cost reductions, revenue recovered, time saved — describe the actual experience of specific clients under specific circumstances. They are provided for illustration and do not constitute a warranty, promise, or prediction of the results of any other engagement.
LeadPro will defend and indemnify you against third-party claims alleging that a delivered system, as delivered by us and used as documented, infringes that party's intellectual-property rights. If such a claim arises, we may, at our option and expense, procure the right for you to continue using the affected component, replace or modify it to be non-infringing without material loss of function, or refund the fees attributable to it. This obligation does not extend to infringement arising from modifications we did not make, from combination with items we did not supply or specify, or from your data or instructions.
You will defend and indemnify LeadPro against third-party claims arising from the data, materials, and instructions you provide to us; from your operation of a system in violation of law or of the human-oversight obligations above; or from modifications to a system made by parties other than LeadPro. The indemnified party must give prompt notice of a claim, allow the indemnifying party to control the defense, and reasonably cooperate.
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or loss of data, however arising and under any theory of liability, even if advised of the possibility of such damages.
Except for liability arising from a party's indemnification obligations, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, or amounts owed under an Engagement Document, each party's aggregate liability arising out of or relating to an engagement is limited to the total fees paid or payable to LeadPro under that engagement. The parties acknowledge that the fees reflect this allocation of risk and that these limitations are an essential basis of the bargain.
An engagement runs from the effective date of its Engagement Document until the work is delivered and accepted, unless terminated earlier. Either party may terminate an engagement if the other party materially breaches it and fails to cure the breach within fourteen days of written notice. An Engagement Document may also provide for termination for convenience, with any applicable notice period and wind-down terms stated there.
On any termination, you pay for work performed through the effective date of termination, and ownership of all work product paid for transfers to you in accordance with the ownership provisions above, together with the working materials reasonably necessary to make use of it. Provisions of these Terms that by their nature should survive — including ownership, confidentiality, warranties, indemnification, and limitations of liability — survive termination.
These Terms and each engagement are governed by the laws of the jurisdiction identified in the applicable Engagement Document or, for use of this website, the laws of the jurisdiction of LeadPro's principal place of business, in each case without regard to conflict-of-laws principles.
Before commencing any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through direct discussion between decision-makers for a period of thirty days following written notice of the dispute. This paragraph does not prevent either party from seeking injunctive relief to protect confidential information or intellectual property.
Assignment. Neither party may assign an engagement without the other's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor assumes all obligations. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it gives prompt notice and uses reasonable efforts to mitigate. Notices. Formal notices must be in writing and delivered to the addresses stated in the Engagement Document, with email sufficient where the recipient acknowledges receipt.
Severability & waiver. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in force; a party's failure to enforce a provision is not a waiver of it. Entire agreement. These Terms, together with the applicable Engagement Documents, constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions. Updates. We may revise these Terms from time to time for future engagements and site use; the version in effect when you signed your Engagement Document continues to govern that engagement, and material changes will be reflected in the effective date above.
Questions about these Terms, or about how they apply to a prospective engagement, may be directed to leadpro@hey.com. We reply the same business day.