Terms & Conditions

Effective Date: 18/11/2025

Introduction

These Terms & Conditions ("Terms", "Agreement") govern the use of services provided by NEROLEAD ("we", "us", "our", "NEROLEAD") to you ("Client", "you", "your"). By engaging NEROLEAD's services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services. NEROLEAD provides marketing, outreach, AI-automation, and related services including but not limited to outbound campaigns (email and LinkedIn outreach), inbound marketing (SEO, content creation), data sourcing and enrichment, signal tracking, automation integrations, and strategic consulting services. Please read these Terms carefully before using our services. These Terms constitute a legally binding agreement between you and NEROLEAD.

1. Definitions

1.1 General Terms

"NEROLEAD" means the marketing, outreach, and AI-automation services agency operating under these Terms, including its employees, contractors, and authorized representatives. "Client" means the individual, company, or entity that engages NEROLEAD's services and agrees to these Terms. "Services" means all services provided by NEROLEAD to the Client, including but not limited to outbound marketing, inbound marketing, data services, strategy services, and any related consulting or support services as described in Section 3. "Deliverables" means any work product, materials, reports, data, content, assets, or other outputs created, developed, or provided by NEROLEAD in connection with the Services, including but not limited to email sequences, LinkedIn campaigns, landing pages, content, data lists, reports, dashboards, and automation workflows. "Campaign" means a specific marketing or outreach initiative executed by NEROLEAD on behalf of the Client, which may include email outreach, LinkedIn outreach, content campaigns, SEO initiatives, or multi-channel marketing programs. "Data" means any information, including personal data, contact information, firmographic data, behavioral data, intent signals, or any other data collected, processed, enriched, or used in connection with the Services. "Personal Data" has the meaning given to it in the General Data Protection Regulation (EU) 2016/679 ("GDPR") and includes any information relating to an identified or identifiable natural person. "GDPR" means the General Data Protection Regulation (EU) 2016/679 and any applicable national implementing legislation, including the Dutch implementation thereof. "Third-Party Tools" means any software, platforms, services, or tools provided by third parties that NEROLEAD uses or integrates with in the provision of Services, including but not limited to email service providers, CRM systems, automation platforms (such as Zapier, Make), data enrichment tools, analytics platforms, LinkedIn, and other marketing or business tools. "AI Tools" means artificial intelligence and machine learning tools, services, or platforms used by NEROLEAD, including but not limited to AI-powered content generation, copywriting assistance, ideation tools, and automated personalization technologies. "ICP" means Ideal Customer Profile, referring to the target audience or customer segment defined for a Campaign. "Intent Signals" means behavioral indicators, data points, or signals that suggest a prospect's interest, buying intent, or engagement with the Client's brand, products, or services. "Domain" means an internet domain name used for email outreach, including primary domains and secondary domains recommended for email campaigns. "Secondary Domain" means a separate domain name recommended by NEROLEAD for use in email outreach campaigns to protect the Client's primary domain from potential deliverability issues or blacklisting.

1.2 Service-Specific Definitions

"Outbound Services" means services related to proactive outreach and lead generation, including:

• LinkedIn Outreach: Services involving LinkedIn account setup, message sequence creation, warmup, and reply handling
• Email Outreach: Services involving contact list building, email sequence writing, deliverability setup, and lead routing
• Intent-Based Outreach: Services involving signal-based targeting, behavioral tracking, and automated follow-ups based on buying intent

"Inbound Services" means services related to attracting and engaging prospects through organic channels, including:

• SEO Optimization: Technical SEO, keyword strategy, on-page optimization, and ranking reporting
• Content Creation: Blog, LinkedIn, and email content production, including AI-supported ideation
• Thought Leadership: Personal brand strategy, ghostwriting, and positioning services
• Web & Landing Assets: Landing page design, website optimization, analytics setup, and conversion tracking

"Data Services" means services related to data collection, processing, and automation, including:

• Signal Tracking & Intent Marketing: Visitor tracking, intent list creation, and trigger-based follow-ups
• Automation & Integrations: CRM integrations, workflow automation (Zapier, Make, APIs), and automated reporting
• Data Sourcing & Enrichment: Custom scraping, data enrichment, validation, deduplication, and compliance-ready data delivery

"Strategy Services" means consulting and strategic services, including:

• Offer & Funnel Strategy: ICP definition, value mapping, funnel design, messaging framework development
• Reporting & Growth Intelligence: Multi-channel dashboards, conversion tracking, ROI analysis, and strategic recommendations

1.3 Package Definitions

"Basic Outreach Package" means the entry-level service package offering 500+ validated prospects per month, personalized email outreach, email domain warm-up, conversion-optimized landing page, and basic reporting. "Smart Growth Outreach Package" means the mid-tier service package offering 1,000+ validated prospects per month, multichannel outreach (email and LinkedIn), advanced SEO optimization, expanded messaging strategy, A/B testing, and monthly strategy sessions. "Advanced Growth Engine Package" means the premium service package offering 3,000+ validated prospects per month, intent-based and behavioral tracking, optimized multi-touch sequences, advanced retargeting campaigns, dedicated account management, and custom analytics.

2. Scope of Work & Deliverables

2.1 Service Descriptions

NEROLEAD provides the following categories of services, which may be engaged individually or as part of a comprehensive Growth System:

2.1.1 Outbound Services

LinkedIn Outreach Services:

• ICP targeting and data validation
• Message sequence creation and optimization
• Account setup, warmup, and reply handling
• Real-time reporting dashboard

Email Outreach Services:

• Contact list building and verification
• Multi-step email sequence writing
• Deliverability setup and tracking
• Lead routing and CRM sync

Intent-Based Outreach Services:

• Signal-based targeting from behavior and firmographics
• Automatic warm follow-ups
• Retargeting lists and lead scoring
• Live pulse dashboard

2.1.2 Inbound Services

SEO Optimization Services:

• Technical SEO: speed, structure, schema
• Keyword strategy tied to buying intent
• On-page and content optimization
• Ranking dashboards and reporting

Content Creation Services:

• Blog, LinkedIn, and email production
• AI-supported ideation and outlines
• Visual asset support
• Editorial calendar and publishing workflow

Thought Leadership Services:

• Personal brand strategy for leaders
• Post and article ghostwriting
• Tone and positioning calibration
• Growth tracking across social and web

Web & Landing Assets Services:

• Landing page design and copywriting
• Website optimization and analytics setup
• Lead capture and conversion tracking
• CRO experiments and scroll mapping

2.1.3 Data Services

Signal Tracking & Intent Marketing Services:

• Visitor tracking across web, email, LinkedIn
• Intent list creation and segmentation
• Trigger-based follow-ups
• Weekly signal intelligence report

Automation & Integrations Services:

• CRM and marketing tool integrations
• Zapier / Make / API workflows
• Automated reporting dashboards
• Email and lead pipeline sync

Data Sourcing & Enrichment Services:

• Custom scraping and enrichment (EU-first)
• Validation, deduplication, compliance
• Industry-specific datasets
• Privacy-ready delivery formats

2.1.4 Strategy Services

Offer & Funnel Strategy Services:

• ICP definition and value mapping
• Funnel and offer design workshops
• Messaging framework development
• Campaign blueprints

Reporting & Growth Intelligence Services:

• Multi-channel dashboards (outreach, SEO, signals)
• Conversion and ROI tracking
• Growth insight reviews
• Recommendations and next-step planning

2.2 Package Tiers and Deliverables

NEROLEAD offers services through structured packages or custom engagements. The following packages represent standard service tiers: Basic Outreach Package (€1,750 per month):

• 500+ validated and qualified prospects per month
• Personalized outreach via email
• Email domain warm-up (via dedicated warm-up tool)
• Conversion-optimized landing page (SEO-proof)
• Minimum of 3 touchpoints (initial introduction, trigger message, push/call-to-action message)
• Guaranteed reach
• Guaranteed high-quality traffic to Client's website
• Campaign performance reporting
• Email support

Smart Growth Outreach Package (€2,900 per month):

• All features included in Basic Outreach Package
• 1,000+ validated and segmented prospects per month
• Multichannel outreach (combining email and LinkedIn)
• Advanced SEO optimization for conversion page
• Expanded messaging strategy with multiple variants
• A/B testing of outreach flows
• Monthly strategy session
• Priority support

Advanced Growth Engine Package (€4,750 per month):

• All features included in Smart Growth Outreach Package
• 3,000+ validated prospects per month
• Intent-based and behavioral tracking
• Optimized multi-touch outreach sequences
• Advanced retargeting campaigns
• Dedicated account manager
• Custom analytics and monthly performance reports
• 24/7 priority support

2.3 Deliverable Specifications

Deliverables will be provided in formats and timelines as agreed upon in the specific service agreement or statement of work. Deliverables may include:

• Data lists and enriched contact information
• Email sequences and messaging templates
• LinkedIn campaign materials and sequences
• Landing pages and web assets
• Content (blog posts, articles, social media content)
• Reports and dashboards
• Automation workflows and integrations
• Strategic documents and recommendations

All deliverables are provided "as is" and subject to the limitations and disclaimers set forth in these Terms.

2.4 Service Modifications

NEROLEAD reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice to the Client. NEROLEAD will use commercially reasonable efforts to minimize disruption to ongoing Campaigns. Material changes to Services will be communicated to the Client in advance, and the Client may terminate affected Services in accordance with Section 11 (Termination & Suspension). NEROLEAD may also modify Services to comply with applicable laws, regulations, or third-party platform requirements (such as LinkedIn, email service providers, or data protection regulations).

3. Client Obligations & Representations

3.1 Accurate Data Provision

The Client represents and warrants that all information, data, and materials provided to NEROLEAD are accurate, complete, current, and do not infringe upon any third-party rights. The Client is solely responsible for the accuracy and legality of all data, content, and materials it provides to NEROLEAD.

3.2 Product and Service Compliance

The Client represents and warrants that:

• Its products, services, and business operations comply with all applicable laws, regulations, and industry standards
• It has all necessary licenses, permits, and authorizations to conduct its business
• Its products and services are not illegal, fraudulent, or harmful
• It will not use NEROLEAD's Services to promote illegal activities, fraudulent schemes, or harmful products or services

3.3 Content and Asset Approval

The Client is responsible for reviewing and approving all content, assets, messaging, and materials created by NEROLEAD before they are used in Campaigns. The Client must provide timely feedback and approvals as requested by NEROLEAD. Delays in approval may impact Campaign timelines and performance. The Client acknowledges that NEROLEAD may use AI tools and third-party services in content creation, and the Client is responsible for ensuring that all approved content complies with applicable laws and regulations, including but not limited to advertising standards, data protection laws, and platform terms of service.

3.4 Domain Usage and Recommendations

NEROLEAD may recommend the use of a Secondary Domain for email outreach campaigns to protect the Client's primary domain from potential deliverability issues, blacklisting, or reputation damage. The Client acknowledges that:

• Use of a Secondary Domain is a recommendation, not a requirement, unless specified in the service agreement
• The Client is responsible for procuring and maintaining any Secondary Domain
• The Client is responsible for ensuring proper domain configuration and compliance with email service provider requirements
• NEROLEAD is not liable for any issues arising from domain configuration, blacklisting, or deliverability problems, whether on primary or secondary domains

3.5 GDPR Compliance When Providing Personal Data

If the Client provides Personal Data to NEROLEAD, the Client represents and warrants that:

• It has obtained all necessary consents, permissions, and legal bases for processing such Personal Data
• It has provided appropriate privacy notices to data subjects
• It has the right to share such Personal Data with NEROLEAD for the purposes of the Services
• The Personal Data has been collected and processed in compliance with GDPR and all applicable data protection laws
• It will promptly notify NEROLEAD of any withdrawal of consent, data subject requests, or other data protection issues that may affect the Services

The Client acknowledges that it remains the data controller (or joint controller, as applicable) for Personal Data it provides to NEROLEAD, and NEROLEAD acts as a data processor in accordance with Section 5 (Use of Data, Privacy & GDPR Compliance).

3.6 Content Review and Approval Timelines

The Client agrees to provide feedback and approvals within 5 business days of NEROLEAD's request, unless otherwise agreed in writing. Failure to provide timely approvals may result in delays to Campaign launch or execution, and NEROLEAD shall not be liable for such delays.

3.7 Access to Systems and Tools

The Client agrees to provide NEROLEAD with necessary access to systems, tools, accounts, and platforms required for the provision of Services, including but not limited to:

• CRM systems and marketing platforms
• Email accounts or email service provider accounts
• LinkedIn accounts (if applicable)
• Website access and analytics platforms
• Any other tools or platforms necessary for Service delivery

The Client is responsible for maintaining the security of its accounts and credentials. The Client must promptly notify NEROLEAD of any security breaches, unauthorized access, or changes to account access that may affect the Services.

3.8 Prohibited Uses

The Client agrees not to:

• Use the Services for any illegal, fraudulent, or harmful purposes
• Use the Services to send spam, unsolicited bulk messages, or messages that violate applicable anti-spam laws
• Use the Services to promote illegal products, services, or activities
• Interfere with or disrupt NEROLEAD's Services or systems
• Reverse engineer, decompile, or attempt to extract NEROLEAD's proprietary methodologies or tools
• Use the Services in a manner that violates any third-party rights, including intellectual property rights
• Use the Services in a manner that violates platform terms of service (e.g., LinkedIn, email service providers)
• Provide false, misleading, or inaccurate information to NEROLEAD

Violation of this section may result in immediate termination of Services and may subject the Client to liability as set forth in Section 8 (Indemnification by Client).

4. Use of Data, Privacy & GDPR Compliance

4.1 Data Collection and Processing

NEROLEAD collects and processes Data in connection with the provision of Services. The nature and extent of Data processing depends on the specific Services engaged. NEROLEAD processes Data for the following purposes:

• Providing and delivering the Services
• Building and enriching contact lists
• Executing outreach campaigns
• Tracking and analyzing Campaign performance
• Providing reporting and analytics
• Complying with legal obligations

4.2 EU-First Data Sourcing Approach

NEROLEAD prioritizes EU-based data sources and EU-first data collection practices where possible. However, NEROLEAD may also use data from other sources as necessary for Service delivery. NEROLEAD does not guarantee that all Data originates from EU sources.

4.3 Client Data Responsibilities

When the Client provides Data to NEROLEAD, the Client:

• Remains responsible for ensuring it has the legal right to provide such Data
• Warrants that the Data has been collected and processed in compliance with applicable data protection laws
• Acknowledges that it is the data controller (or joint controller, as applicable) for such Data
• Agrees to provide NEROLEAD with necessary information and cooperation to ensure GDPR compliance

4.4 Data Enrichment Practices

NEROLEAD may enrich Data provided by the Client or collected in connection with Services using third-party data sources and enrichment tools. The Client acknowledges that:

• Data enrichment may involve sharing Data with third-party data providers
• Enriched Data may include information from publicly available sources, data brokers, or other third parties
• NEROLEAD uses commercially reasonable efforts to ensure data quality and compliance, but does not guarantee the accuracy or completeness of enriched Data
• The Client is responsible for ensuring that its use of enriched Data complies with applicable laws, including GDPR

4.5 Data Retention and Deletion

NEROLEAD retains Data for as long as necessary to provide the Services and comply with legal obligations. Upon termination of Services or upon Client's written request, NEROLEAD will:

• Delete or return Personal Data in accordance with GDPR requirements
• Delete or return Client Data within 6 months of termination or request, unless retention is required by law
• Provide confirmation of deletion upon request

The Client acknowledges that some Data may be retained in backups or archives for a reasonable period, and that deletion from active systems may not immediately result in deletion from all backup systems.

4.6 GDPR Rights

Where NEROLEAD processes Personal Data as a data processor on behalf of the Client, NEROLEAD will:

• Assist the Client in responding to data subject requests, including requests for access, rectification, erasure, restriction of processing, data portability, and objection to processing
• Implement appropriate technical and organizational measures to protect Personal Data
• Notify the Client of any data subject requests received directly by NEROLEAD
• Provide reasonable assistance to the Client in demonstrating compliance with GDPR

The Client is responsible for responding to data subject requests and for ensuring that NEROLEAD's processing activities comply with GDPR. NEROLEAD will assist the Client in fulfilling these obligations, but the Client remains the primary point of contact for data subjects.

4.7 Data Breach Notification

In the event of a Personal Data breach, NEROLEAD will:

• Notify the Client without undue delay after becoming aware of the breach
• Provide information about the nature of the breach, categories of affected data, likely consequences, and measures taken or proposed
• Assist the Client in notifying supervisory authorities and data subjects, if required
• Cooperate with the Client in investigating and remediating the breach

The Client acknowledges that NEROLEAD's notification obligations are limited to breaches affecting Personal Data processed by NEROLEAD in connection with the Services.

4.8 Third-Party Data Processors

NEROLEAD may engage third-party data processors (sub-processors) in connection with the Services, including:

• Data enrichment providers
• Email service providers
• CRM and marketing automation platforms
• Cloud service providers
• Analytics and tracking tools
• Other service providers necessary for Service delivery

NEROLEAD will:

• Use only processors that provide sufficient guarantees of data protection
• Enter into appropriate data processing agreements with processors where required
• Inform the Client of any intended changes concerning the addition or replacement of processors, giving the Client the opportunity to object

The Client acknowledges that the use of third-party processors is necessary for Service delivery and consents to NEROLEAD's use of processors as described in this section.

4.9 International Data Transfers

If Data is transferred outside the European Economic Area (EEA), NEROLEAD will ensure that appropriate safeguards are in place, such as:

• Standard Contractual Clauses approved by the European Commission
• Adequacy decisions by the European Commission
• Other appropriate safeguards as required by GDPR

The Client acknowledges that some Services may require international data transfers, and consents to such transfers subject to appropriate safeguards.

5. Use of Third-Party Tools, AI, Automation & Tracking

5.1 Third-Party Tool Dependencies

NEROLEAD relies on various Third-Party Tools to provide the Services, including but not limited to:

• Email service providers and deliverability tools
• CRM systems (e.g., Salesforce, HubSpot, Pipedrive)
• Automation platforms (e.g., Zapier, Make, n8n)
• Data enrichment and validation tools
• Analytics and tracking platforms (e.g., Google Analytics, custom tracking tools)
• LinkedIn and other social media platforms
• Cloud infrastructure providers
• API integrations and webhook services

The Client acknowledges that:

• NEROLEAD's Services depend on the availability, functionality, and terms of service of Third-Party Tools
• Third-Party Tools are subject to their own terms of service, privacy policies, and usage limitations
• NEROLEAD does not control Third-Party Tools and is not responsible for their performance, availability, or changes
• Third-Party Tools may modify their services, pricing, or terms at any time, which may affect NEROLEAD's Services
• The Client may be required to create accounts or provide access to Third-Party Tools for Service delivery

5.2 AI Tool Usage Disclosure

NEROLEAD uses AI Tools in the provision of Services, including but not limited to:

• Content generation and copywriting assistance
• Ideation and content outlines
• Personalization and dynamic content creation
• Data analysis and insights
• Automated optimization and A/B testing suggestions

The Client acknowledges that:

• AI-generated content may require human review and editing
• AI Tools may produce errors, inaccuracies, or content that does not meet quality standards
• NEROLEAD uses commercially reasonable efforts to review and refine AI-generated content, but does not guarantee perfection
• AI Tools are provided by third parties and subject to their own limitations and terms
• AI-generated content may not be unique and may be similar to content generated for other clients or from public sources
• The Client is responsible for reviewing and approving all AI-generated content before use

NEROLEAD will use AI Tools in a manner consistent with industry standards and best practices, but the Client acknowledges that AI technology is evolving and may have limitations.

5.3 Automation Tool Limitations

NEROLEAD uses automation tools and workflows to streamline Service delivery. The Client acknowledges that:

• Automation workflows may fail, malfunction, or produce unexpected results
• Automation tools are subject to rate limits, API changes, and platform restrictions
• NEROLEAD will use commercially reasonable efforts to monitor and maintain automation workflows, but cannot guarantee uninterrupted operation
• The Client may experience delays or disruptions due to automation failures
• NEROLEAD is not liable for losses resulting from automation failures, except as set forth in Section 7 (Disclaimers & Limitation of Liability)

5.4 Tracking and Analytics Tools

NEROLEAD uses various tracking and analytics tools to measure Campaign performance, including:

• Website analytics and visitor tracking
• Email open, click, and engagement tracking
• LinkedIn engagement tracking
• Conversion tracking and attribution
• Intent signal detection and scoring
• Custom tracking pixels and scripts

The Client acknowledges that:

• Tracking tools may be subject to privacy regulations and may require appropriate disclosures and consents
• Some tracking tools may be blocked by browser settings, ad blockers, or privacy tools
• Tracking data may be incomplete or inaccurate due to technical limitations or user privacy settings
• NEROLEAD uses commercially reasonable efforts to ensure accurate tracking, but does not guarantee 100% accuracy
• The Client is responsible for ensuring that tracking implementations comply with applicable privacy laws and regulations

5.5 Platform Terms and Conditions

The Client acknowledges that use of Third-Party Tools and platforms (such as LinkedIn, email service providers, CRM systems) is subject to their respective terms of service, privacy policies, and usage policies. The Client agrees to:

• Comply with all applicable platform terms and policies
• Not use NEROLEAD's Services in a manner that violates platform terms
• Be solely responsible for any violations of platform terms resulting from Client content, data, or instructions
• Indemnify NEROLEAD for any claims arising from Client's violation of platform terms (as set forth in Section 8)

NEROLEAD will use commercially reasonable efforts to comply with platform terms, but the Client acknowledges that platform terms may change, and NEROLEAD may need to modify Services accordingly.

5.6 Service Interruptions and Third-Party Failures

NEROLEAD is not responsible for:

• Service interruptions, delays, or failures caused by Third-Party Tools
• Changes to Third-Party Tools that affect Service delivery
• Suspension or termination of Client's accounts with Third-Party Tools
• Data loss or corruption caused by Third-Party Tools
• Security breaches or unauthorized access affecting Third-Party Tools

NEROLEAD will use commercially reasonable efforts to:

• Select reliable Third-Party Tools
• Monitor Third-Party Tool performance and availability
• Implement workarounds or alternative solutions when Third-Party Tools fail
• Notify the Client of material service disruptions

However, NEROLEAD does not guarantee uninterrupted Service availability and is not liable for Third-Party Tool failures, except as set forth in Section 7 (Disclaimers & Limitation of Liability).

5.7 AI-Generated Content Disclaimers

Content created using AI Tools may:

• Contain inaccuracies, errors, or outdated information
• Require fact-checking and verification
• Not be suitable for all purposes or audiences
• Require customization and refinement for specific use cases
• Be subject to copyright or intellectual property considerations

The Client is responsible for:

• Reviewing and approving all AI-generated content before use
• Verifying the accuracy and appropriateness of AI-generated content
• Ensuring that AI-generated content complies with applicable laws and regulations
• Ensuring that AI-generated content does not infringe third-party rights

NEROLEAD disclaims all liability for errors, inaccuracies, or issues with AI-generated content that has been approved by the Client.

6. Disclaimers & Limitation of Liability

6.1 No Guarantee of Results

NEROLEAD provides Services on a best-efforts basis and does not guarantee specific results, outcomes, or performance metrics. The Client acknowledges that:

• Marketing and outreach results are inherently variable and depend on numerous factors beyond NEROLEAD's control, including market conditions, competition, economic factors, prospect behavior, and industry trends
• NEROLEAD does not guarantee specific numbers of leads, meetings, conversions, revenue, or any other business outcomes
• Campaign performance may vary significantly from month to month or from campaign to campaign
• Past performance does not guarantee future results
• NEROLEAD makes no representations or warranties regarding the success, effectiveness, or ROI of any Campaign or Service

The Client agrees that dissatisfaction with results, performance, or outcomes does not entitle the Client to refunds, credits, or other remedies, except as specifically set forth in Section 10 (Payment, Invoicing, Refunds & Scope Changes).

6.2 Performance Variability Disclaimer

The Client acknowledges that marketing and outreach performance is subject to significant variability due to factors including but not limited to:

• Email deliverability rates and inbox placement
• LinkedIn algorithm changes and platform policies
• Prospect engagement and response rates
• Market conditions and competitive landscape
• Seasonal variations and industry trends
• Technical issues with third-party platforms
• Changes in data quality or availability
• Regulatory changes affecting marketing practices

NEROLEAD uses commercially reasonable efforts to optimize performance but does not guarantee consistent results or specific performance levels.

6.3 Maximum Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEROLEAD'S TOTAL LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO NEROLEAD IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR €5,000, WHICHEVER IS LESS. This limitation applies regardless of the theory of liability and even if NEROLEAD has been advised of the possibility of such damages.

6.4 Exclusions from Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEROLEAD SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, loss of goodwill, or loss of data
• Damages resulting from the Client's use or inability to use the Services
• Damages resulting from third-party actions, including but not limited to platform suspensions, account terminations, or changes to third-party services
• Damages resulting from email deliverability issues, domain blacklisting, or spam complaints
• Damages resulting from data breaches, security incidents, or unauthorized access, except to the extent caused by NEROLEAD's gross negligence or willful misconduct
• Damages resulting from the Client's failure to comply with these Terms or applicable laws
• Damages resulting from force majeure events (as defined in Section 6.5)
• Any claims arising more than SIX (6) MONTHS after the event giving rise to the claim

6.5 Force Majeure

NEROLEAD shall not be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to:

• Natural disasters, pandemics, or acts of God
• War, terrorism, civil unrest, or government actions
• Internet or telecommunications failures
• Third-party service outages or failures
• Changes in laws, regulations, or government policies
• Labor strikes or disputes
• Cyberattacks, security breaches, or data breaches affecting third parties
• Any other event that is beyond NEROLEAD's reasonable control

In the event of a force majeure event, NEROLEAD will use commercially reasonable efforts to resume performance as soon as practicable.

6.6 Email Deliverability Risks

The Client acknowledges that email deliverability is subject to numerous factors beyond NEROLEAD's control, including:

• Email service provider filtering and spam detection algorithms
• Domain reputation and sender reputation
• Recipient engagement and complaint rates
• Changes in email industry standards and best practices
• Blacklisting by email service providers or anti-spam organizations
• Technical issues with email infrastructure

NEROLEAD uses commercially reasonable efforts to optimize deliverability, including domain warm-up, list hygiene, and compliance with email best practices. However, NEROLEAD does not guarantee:

• Specific deliverability rates or inbox placement percentages
• That emails will not be filtered as spam
• That domain reputation will not be affected
• Protection against blacklisting

The Client acknowledges that email deliverability risks are inherent in email marketing, and NEROLEAD is not liable for deliverability issues, except to the extent caused by NEROLEAD's gross negligence or willful misconduct.

6.7 Domain Blacklisting Risks

The Client acknowledges that email domains (including primary and secondary domains) may be blacklisted by email service providers, anti-spam organizations, or other entities. Blacklisting may occur due to:

• High complaint rates or spam reports
• Low engagement rates
• Suspicious sending patterns
• Technical configuration issues
• Third-party actions or mistakes
• Factors beyond NEROLEAD's control

NEROLEAD uses commercially reasonable efforts to prevent blacklisting, including:

• Following email best practices and industry standards
• Monitoring domain reputation
• Implementing proper warm-up procedures
• Maintaining list hygiene

However, NEROLEAD does not guarantee that domains will not be blacklisted, and is not liable for blacklisting or its consequences, except to the extent caused by NEROLEAD's gross negligence or willful misconduct.

6.8 Spam Compliance Disclaimers

NEROLEAD uses commercially reasonable efforts to ensure that email campaigns comply with applicable anti-spam laws and regulations, including:

• CAN-SPAM Act (United States)
• GDPR (European Union)
• CASL (Canada)
• Other applicable anti-spam laws

However, the Client acknowledges that:

• Anti-spam laws vary by jurisdiction and are subject to interpretation
• Compliance requirements may change over time
• Some recipients may still report emails as spam even if they comply with applicable laws
• The Client is ultimately responsible for ensuring compliance with all applicable laws in its jurisdiction

NEROLEAD is not liable for:

• Spam complaints or reports from recipients
• Regulatory actions or penalties related to spam compliance
• Claims arising from alleged violations of anti-spam laws, except to the extent caused by NEROLEAD's gross negligence or willful misconduct

The Client agrees to indemnify NEROLEAD for any claims arising from spam-related issues, as set forth in Section 8 (Indemnification by Client).

6.9 No Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEROLEAD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEROLEAD DOES NOT WARRANT THAT:

• THE SERVICES WILL MEET THE CLIENT'S REQUIREMENTS
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE
• ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED

7. Indemnification by Client

7.1 Client Indemnification Obligations

The Client agrees to indemnify, defend, and hold harmless NEROLEAD, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• The Client's use of the Services
• The Client's breach of these Terms
• The Client's violation of any applicable law, regulation, or third-party right
• Any content, data, or materials provided by the Client to NEROLEAD
• Any claims that Client content, data, or materials infringe or misappropriate any third-party intellectual property right or violate any law
• The Client's products, services, or business operations
• Any unauthorized use of the Services by the Client or its employees, contractors, or agents

7.2 Claims Arising from Client Content and Data

The Client agrees to indemnify NEROLEAD for any claims arising from:

• Content, messaging, or materials provided or approved by the Client
• Data provided by the Client, including claims related to data accuracy, legality, or data protection
• Client's use of Deliverables in a manner not authorized by these Terms
• Client's modification or misuse of Deliverables
• Client's failure to obtain necessary consents, permissions, or licenses for content or data

7.3 Client Product and Service Compliance

The Client agrees to indemnify NEROLEAD for any claims arising from:

• The Client's products or services, including claims of product liability, false advertising, or consumer protection violations
• The Client's failure to comply with applicable laws, regulations, or industry standards
• The Client's business practices or operations
• Any regulatory actions, investigations, or penalties related to the Client's business

7.4 Unauthorized Use of Deliverables

The Client agrees to indemnify NEROLEAD for any claims arising from:

• The Client's unauthorized use, modification, or distribution of Deliverables
• The Client's use of Deliverables in violation of these Terms or applicable laws
• The Client's failure to obtain necessary licenses or permissions for use of Deliverables
• Any third-party claims related to the Client's use of Deliverables

7.5 Third-Party Claims

The Client agrees to indemnify NEROLEAD for any third-party claims, including but not limited to:

• Claims from recipients of email or LinkedIn messages sent on behalf of the Client
• Claims from data subjects whose Personal Data was processed in connection with the Services
• Claims from third parties whose intellectual property rights are allegedly infringed by Client content or data
• Claims from platform providers (e.g., LinkedIn, email service providers) related to the Client's use of their platforms
• Regulatory claims or investigations related to the Client's use of the Services

7.6 Indemnification Procedures

NEROLEAD will:

• Promptly notify the Client of any claim for which indemnification is sought
• Provide reasonable cooperation to the Client in defending the claim
• Allow the Client to control the defense and settlement of the claim, provided that the Client does not enter into any settlement that admits liability or imposes obligations on NEROLEAD without NEROLEAD's prior written consent

The Client will:

• Defend the claim at its own expense
• Not admit liability or enter into any settlement without NEROLEAD's prior written consent
• Pay all costs, damages, and expenses (including reasonable attorneys' fees) awarded against NEROLEAD or agreed to in settlement

7.7 Survival

The Client's indemnification obligations under this Section 7 will survive termination of these Terms and will continue to apply to claims arising from events that occurred during the term of the Services.

8. Intellectual Property & Ownership

8.1 Ownership of Deliverables

Upon full payment of all fees due for the Services, NEROLEAD grants to the Client a non-exclusive, non-transferable license to use the Deliverables created specifically for the Client in connection with the Services, subject to the terms and conditions of this Agreement. The Client acknowledges that:

• Deliverables may incorporate NEROLEAD's proprietary methodologies, templates, frameworks, and tools
• NEROLEAD retains ownership of its proprietary methodologies, processes, tools, templates, and know-how
• The Client may not reverse engineer, decompile, or extract NEROLEAD's proprietary methodologies from Deliverables
• The Client may not resell, sublicense, or distribute Deliverables to third parties without NEROLEAD's prior written consent

8.2 Client Content Ownership

The Client retains all ownership rights in:

• Content, data, and materials provided by the Client to NEROLEAD
• The Client's brand, trademarks, logos, and other intellectual property
• The Client's products, services, and business information

By providing content, data, or materials to NEROLEAD, the Client grants NEROLEAD a non-exclusive, royalty-free license to use, reproduce, modify, and display such content, data, and materials solely for the purpose of providing the Services.

8.3 NEROLEAD Intellectual Property

NEROLEAD retains all ownership rights in:

• Its proprietary methodologies, processes, frameworks, and systems
• Its tools, software, templates, and know-how
• Pre-existing materials, templates, and content not created specifically for the Client
• Improvements, modifications, or enhancements to NEROLEAD's proprietary methodologies, regardless of whether developed in connection with the Services
• NEROLEAD's brand, trademarks, logos, and other intellectual property

The Client acknowledges that NEROLEAD may use similar methodologies, processes, and tools for other clients, and that NEROLEAD's intellectual property is not transferred to the Client.

8.4 License Grants

Subject to the Client's compliance with these Terms and full payment of all fees, NEROLEAD grants the Client:

• A non-exclusive, non-transferable, non-sublicensable license to use Deliverables created specifically for the Client
• The right to use Deliverables for the Client's internal business purposes and marketing activities
• The right to modify Deliverables for the Client's own use, provided that such modifications do not infringe NEROLEAD's intellectual property rights

The Client may not:

• Resell, sublicense, or distribute Deliverables to third parties
• Use Deliverables to create competing services or products
• Remove or alter any copyright, trademark, or proprietary notices from Deliverables
• Use NEROLEAD's name, trademarks, or logos without NEROLEAD's prior written consent

8.5 Usage Rights and Restrictions

The Client may use Deliverables in connection with its business operations and marketing activities, subject to:

• Compliance with all applicable laws and regulations
• Compliance with platform terms of service (e.g., LinkedIn, email service providers)
• Obtaining necessary consents, permissions, and licenses for use of third-party content or data incorporated in Deliverables
• Ensuring that use of Deliverables does not infringe third-party rights

The Client is solely responsible for ensuring that its use of Deliverables complies with all applicable laws and regulations.

8.6 Feedback and Suggestions

If the Client provides feedback, suggestions, or ideas regarding NEROLEAD's Services or methodologies, NEROLEAD may use such feedback, suggestions, or ideas without obligation to the Client. The Client grants NEROLEAD a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback, suggestions, or ideas into NEROLEAD's Services and methodologies.

8.7 Third-Party Intellectual Property

Deliverables may incorporate or reference third-party intellectual property, including:

• Stock images, fonts, or design elements
• Third-party data or content
• Open-source software or libraries
• Third-party trademarks or logos

The Client acknowledges that:

• Use of third-party intellectual property may be subject to separate licenses or terms
• NEROLEAD does not grant rights to third-party intellectual property beyond what is included in the Deliverables
• The Client is responsible for ensuring compliance with third-party licenses and terms

NEROLEAD will use commercially reasonable efforts to ensure that third-party intellectual property used in Deliverables is properly licensed, but NEROLEAD is not liable for third-party intellectual property issues, except to the extent caused by NEROLEAD's gross negligence or willful misconduct.

9. Payment, Invoicing, Refunds & Scope Changes

9.1 Payment Terms

Unless otherwise agreed in writing, NEROLEAD will invoice the Client:

• Monthly Services: In advance for monthly recurring services (e.g., Basic Outreach Package at €1,750/month, Smart Growth Outreach Package at €2,900/month, Advanced Growth Engine Package at €4,750/month)
• One-Time Services: Upon completion or as specified in the service agreement
• Custom Engagements: As specified in the applicable service agreement or statement of work

Payment is due within 30 days of the invoice date, unless otherwise specified in the service agreement.

9.2 Payment Methods and Currency

Payments must be made in Euros (€) unless otherwise agreed in writing. NEROLEAD accepts payment by:

• Bank transfer to the account specified on the invoice
• Other payment methods as agreed in writing

All fees are exclusive of applicable taxes, including but not limited to value-added tax (VAT). The Client is responsible for paying all applicable taxes, unless NEROLEAD is required by law to collect such taxes.

9.3 Late Payment Fees

If payment is not received by the due date, NEROLEAD may:

• Charge late payment fees at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less
• Suspend or terminate Services until payment is received
• Require payment in advance for future services
• Take any other action permitted by law

The Client is responsible for all costs of collection, including reasonable attorneys' fees, incurred by NEROLEAD in connection with late or non-payment.

9.4 No Refund Policy for Results-Based Dissatisfaction

The Client acknowledges that:

• NEROLEAD provides Services on a best-efforts basis and does not guarantee specific results
• Dissatisfaction with results, performance, or outcomes does not entitle the Client to refunds, credits, or other remedies
• Fees are paid for Services rendered, not for specific results or outcomes
• The Client's right to terminate Services is set forth in Section 11 (Termination & Suspension), but termination does not entitle the Client to refunds for Services already rendered

This no-refund policy applies to:

• Results-based dissatisfaction (e.g., low response rates, few meetings booked, poor campaign performance)
• Changes in business circumstances or priorities
• Disagreements with strategy or approach (unless Services were not provided as agreed)
• Any other dissatisfaction not related to NEROLEAD's material breach of these Terms

9.5 Scope-Based Deliverables

NEROLEAD's fees are based on the scope of Services agreed upon, not on specific results or outcomes. The Client acknowledges that:

• Fees are earned upon provision of Services, regardless of results
• Deliverables are provided based on the agreed scope, not on performance metrics
• NEROLEAD is not required to provide additional Services or modifications beyond the agreed scope without additional compensation

9.6 Additional Work and Scope Changes

If the Client requests changes, additions, or modifications to the agreed scope of Services, NEROLEAD will:

• Provide an estimate of additional fees and timeline impact
• Obtain the Client's written approval before proceeding with additional work
• Invoice the Client for additional work at NEROLEAD's then-current rates or as agreed in writing

The Client acknowledges that:

• Scope changes may result in additional fees and timeline adjustments
• NEROLEAD is not obligated to perform work beyond the agreed scope without additional compensation
• Delays caused by scope changes are not NEROLEAD's responsibility

9.7 Revision Policies

NEROLEAD will provide reasonable revisions to Deliverables as specified in the service agreement. The Client acknowledges that:

• Revisions are limited to the agreed scope and number of revision rounds
• Substantial changes or new requirements may be treated as scope changes and subject to additional fees
• Revisions must be requested within 14 days of delivery of Deliverables
• NEROLEAD is not obligated to provide unlimited revisions

9.8 Disputed Invoices

If the Client disputes an invoice, the Client must:

• Notify NEROLEAD in writing within 7 days of the invoice date
• Provide a detailed explanation of the dispute
• Pay the undisputed portion of the invoice by the due date

NEROLEAD will work with the Client to resolve the dispute in good faith. Pending resolution, NEROLEAD may suspend Services related to the disputed amount, but will continue to provide other Services.

9.9 Price Changes

NEROLEAD reserves the right to modify pricing for Services with 30 days written notice to the Client. Price changes will apply to:

• New services or renewals after the effective date of the price change
• Existing services after the notice period, unless the Client terminates in accordance with Section 11

The Client may terminate affected Services before the price change takes effect, subject to the termination provisions in Section 11.

10. Termination & Suspension

10.1 Termination by Either Party

Either party may terminate these Terms or any specific Services:

• For convenience: With 30 days written notice to the other party
• For cause: Immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice

10.2 Termination for Cause

Material breaches that may result in termination for cause include, but are not limited to:

• Failure to pay fees when due
• Violation of applicable laws or regulations
• Breach of confidentiality obligations
• Unauthorized use of Services or Deliverables
• Violation of platform terms of service
• Any act that brings NEROLEAD into disrepute or harms NEROLEAD's reputation

10.3 Suspension Rights

NEROLEAD may suspend Services immediately, without prior notice, if:

• The Client fails to pay fees when due
• The Client violates these Terms or applicable laws
• NEROLEAD reasonably believes that continued provision of Services may result in legal liability or harm
• Required by law, regulation, or court order
• The Client's account or access to third-party platforms is suspended or terminated

NEROLEAD will use commercially reasonable efforts to notify the Client of suspension and the reason for suspension. Services will be reinstated upon resolution of the issue, subject to NEROLEAD's discretion.

10.4 Effect of Termination on Deliverables

Upon termination:

• The Client's license to use Deliverables continues, subject to the terms of Section 8 (Intellectual Property & Ownership)
• NEROLEAD will provide the Client with access to Deliverables already created and delivered, subject to payment of all outstanding fees
• NEROLEAD is not obligated to complete or deliver work in progress, except as required by law or as agreed in writing

10.5 Payment Obligations Upon Termination

Upon termination:

• The Client remains obligated to pay all fees for Services rendered up to the date of termination
• Fees for monthly services are not prorated unless otherwise agreed in writing
• The Client is not entitled to refunds for Services already rendered, except as specifically set forth in these Terms
• NEROLEAD may invoice the Client for all outstanding fees, including fees for work in progress

10.6 Data Return and Deletion Upon Termination

Upon termination, NEROLEAD will:

• Return or delete Client Data in accordance with Section 4.5 (Data Retention and Deletion)
• Delete Personal Data in accordance with GDPR requirements
• Provide confirmation of deletion upon request

The Client acknowledges that:

• Some Data may be retained in backups or archives for a reasonable period
• NEROLEAD may retain Data as required by law or for legitimate business purposes (e.g., dispute resolution, legal compliance)
• NEROLEAD is not obligated to retain Data beyond the retention period specified in Section 4.5

10.7 Survival

The following provisions will survive termination of these Terms:

• Section 4 (Use of Data, Privacy & GDPR Compliance) - to the extent necessary for data deletion and compliance
• Section 6 (Disclaimers & Limitation of Liability)
• Section 7 (Indemnification by Client)
• Section 8 (Intellectual Property & Ownership)
• Section 9 (Payment, Invoicing, Refunds & Scope Changes) - with respect to outstanding payment obligations
• Section 12 (Governing Law & Venue)
• Section 16 (Confidentiality)
• Section 17 (General Provisions)

11. Governing Law & Venue

11.1 Applicable Law

These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.

11.2 EU Law Application

To the extent applicable, these Terms are subject to:

• The General Data Protection Regulation (EU) 2016/679 (GDPR)
• The Dutch implementation of GDPR and other applicable data protection laws
• Other applicable European Union laws and regulations
• Dutch consumer protection laws, to the extent applicable

11.3 Jurisdiction and Venue

Any disputes arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the competent courts of The Netherlands, unless mandatory law requires otherwise. The parties agree to submit to the jurisdiction of such courts and waive any objection to venue or forum non conveniens.

11.4 Dispute Resolution

Before initiating formal legal proceedings, the parties agree to:

• Attempt to resolve disputes through good faith negotiations
• Consider alternative dispute resolution methods, such as mediation, if both parties agree

However, either party may seek injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its rights or intellectual property.

11.5 Class Action Waiver

To the maximum extent permitted by applicable law, the Client agrees that any disputes will be resolved on an individual basis and waives any right to participate in class actions, collective actions, or representative proceedings.

12. Changes to Terms & Notice

12.1 Amendment Procedures

NEROLEAD reserves the right to modify these Terms at any time. NEROLEAD will notify the Client of material changes to these Terms by:

• Posting the updated Terms on NEROLEAD's website
• Sending notice to the Client's email address on file
• Providing notice through other reasonable means

12.2 Notice Requirements

Material changes to these Terms will be communicated to the Client with at least 30 days advance notice, unless:

• Changes are required by law, regulation, or court order (in which case notice will be provided as soon as reasonably practicable)
• Changes are minor or administrative in nature (in which case notice may be provided with the updated Terms)

12.3 Effective Date of Changes

Changes to these Terms will become effective:

• On the date specified in the notice, or
• If no date is specified, 30 days after the notice is provided

The Client's continued use of the Services after the effective date of changes constitutes acceptance of the modified Terms.

12.4 Client Acceptance Mechanisms

The Client may accept changes to these Terms by:

• Continuing to use the Services after the effective date of changes
• Explicitly acknowledging acceptance of the modified Terms (e.g., by clicking "Accept" or signing an updated agreement)

If the Client does not agree to the modified Terms, the Client must:

• Stop using the Services
• Terminate the Services in accordance with Section 10 (Termination & Suspension)

12.5 Objection to Changes

If the Client objects to material changes to these Terms, the Client may terminate the affected Services within 30 days of receiving notice of the changes, subject to the termination provisions in Section 10.

12.6 Service-Specific Terms

In addition to these general Terms, specific Services may be subject to additional terms, conditions, or service agreements. In the event of a conflict between these Terms and a specific service agreement, the service agreement will govern with respect to that specific Service.

13. Contact, Support & Notice Clause

13.1 Contact Information

For questions, concerns, or notices regarding these Terms or the Services, please contact NEROLEAD at: Email: [email protected] Address: Aert van Nesstraat 45, 3012CA Rotterdam, The Netherlands Phone: +31 (6) 26 19 26 73 Website: https://nerolead.com

13.2 Support Channels

NEROLEAD provides support through the following channels, depending on the service package:

• Email Support: Available for all service packages
• Priority Support: Available for Smart Growth Outreach Package and above
• 24/7 Priority Support: Available for Advanced Growth Engine Package
• Dedicated Account Manager: Available for Advanced Growth Engine Package

Support response times vary by service package and issue priority. NEROLEAD will use commercially reasonable efforts to respond to support requests within 3 business days for standard support, and within 12 hours for priority support.

13.3 Notice Delivery Methods

Notices, communications, and legal documents may be delivered to the Client by:

• Email to the email address on file with NEROLEAD
• Postal mail to the address on file with NEROLEAD
• Posting on NEROLEAD's website or client portal
• Other methods as agreed in writing

The Client is responsible for keeping contact information up to date. Notices sent to the Client's last known email address or mailing address will be deemed received, even if the Client no longer uses that address.

13.4 Response Time Expectations

NEROLEAD will use commercially reasonable efforts to:

• Respond to support requests within the timeframes specified for each service package
• Acknowledge receipt of legal notices within 5 business days
• Address urgent issues as promptly as reasonably practicable

However, NEROLEAD does not guarantee specific response times and is not liable for delays in responding to support requests or notices, except to the extent caused by NEROLEAD's gross negligence or willful misconduct.

13.5 Business Hours

NEROLEAD's standard business hours are Monday through Friday, 9:00 AM to 5:00 PM (GMT+1). Support requests received outside of business hours will be addressed on the next business day, unless the Client has priority or 24/7 support as part of their service package.

13.6 Escalation Procedures

If the Client is not satisfied with NEROLEAD's response to a support request or concern, the Client may:

• Request escalation to a supervisor or account manager
• Submit a formal complaint in writing to [email protected]
• Follow the dispute resolution procedures set forth in Section 11.4 (Dispute Resolution)

14. Acceptable Use & Prohibited Conduct

14.1 Spam Prohibition

The Client agrees not to use the Services to:

• Send unsolicited bulk emails or messages that violate applicable anti-spam laws
• Send emails or messages to recipients who have not consented to receive communications
• Use purchased, rented, or scraped email lists without proper consent
• Engage in practices that may result in spam complaints or blacklisting
• Violate the CAN-SPAM Act, GDPR, CASL, or other applicable anti-spam laws

The Client acknowledges that violation of anti-spam laws may result in:

• Legal liability and regulatory penalties
• Domain blacklisting and deliverability issues
• Termination of Services
• Indemnification obligations as set forth in Section 7 (Indemnification by Client)

14.2 Illegal Content Restrictions

The Client agrees not to use the Services to:

• Promote illegal products, services, or activities
• Distribute illegal content, including but not limited to content that violates copyright, trademark, or other intellectual property rights
• Engage in fraudulent, deceptive, or misleading practices
• Violate any applicable laws, regulations, or industry standards
• Harm, harass, or defame others

14.3 Data Misuse Prohibitions

The Client agrees not to:

• Use Data obtained through the Services for purposes other than those authorized by these Terms
• Resell, redistribute, or share Data with third parties without NEROLEAD's prior written consent
• Use Data in violation of applicable data protection laws, including GDPR
• Use Data to send unsolicited communications or spam
• Use Data in a manner that violates third-party rights or platform terms of service

14.4 Unauthorized Access Restrictions

The Client agrees not to:

• Attempt to gain unauthorized access to NEROLEAD's systems, networks, or accounts
• Interfere with or disrupt NEROLEAD's Services or systems
• Use automated tools or scripts to access NEROLEAD's Services without authorization
• Reverse engineer, decompile, or attempt to extract NEROLEAD's proprietary methodologies or tools
• Bypass or circumvent security measures or access controls

14.5 Compliance with Platform Terms

The Client agrees to comply with all applicable platform terms of service, including but not limited to:

• LinkedIn's User Agreement and Professional Community Policies
• Email service provider terms of service (e.g., Gmail, Outlook, SendGrid, Mailchimp)
• CRM platform terms of service
• Social media platform terms of service
• Any other third-party platform terms applicable to the Services

The Client acknowledges that:

• Violation of platform terms may result in account suspension or termination
• NEROLEAD is not responsible for platform actions taken against the Client
• The Client is solely responsible for ensuring compliance with platform terms
• The Client must indemnify NEROLEAD for any claims arising from violation of platform terms (as set forth in Section 7)

14.6 Prohibited Business Activities

The Client agrees not to use the Services to promote or engage in:

• Illegal activities or products
• Fraudulent schemes or scams
• Pyramid schemes or multi-level marketing (unless compliant with applicable laws)
• Adult content or services (unless explicitly authorized and compliant with applicable laws)
• Gambling or betting services (unless licensed and compliant with applicable laws)
• Financial services that require licensing (unless properly licensed)
• Any other activities that may harm NEROLEAD's reputation or result in legal liability

14.7 Consequences of Violation

Violation of this Section 14 may result in:

• Immediate suspension or termination of Services
• Legal liability and regulatory penalties
• Indemnification obligations as set forth in Section 7
• Loss of access to Deliverables and Services
• Any other remedies available to NEROLEAD under these Terms or applicable law

NEROLEAD reserves the right to take any action it deems necessary to protect its rights, reputation, and the integrity of its Services, including reporting violations to relevant authorities or platform providers.

15. Confidentiality

15.1 Confidential Information Definition

"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one party to the other in connection with these Terms or the Services, including but not limited to:

• Business plans, strategies, and financial information
• Customer lists, contact information, and data
• Marketing plans, campaigns, and performance metrics
• Proprietary methodologies, processes, and know-how
• Technical information, software, and tools
• Any information marked as "confidential" or that would reasonably be considered confidential

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully known by the receiving party before disclosure
• Is independently developed by the receiving party without use of or reference to the Confidential Information
• Is rightfully received from a third party without breach of any confidentiality obligation

15.2 Non-Disclosure Obligations

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without the other party's prior written consent
• Use Confidential Information solely for the purpose of performing obligations or exercising rights under these Terms
• Take reasonable precautions to protect Confidential Information from unauthorized disclosure, using at least the same degree of care it uses to protect its own confidential information

15.3 Exceptions to Confidentiality

A party may disclose Confidential Information:

• To its employees, contractors, or advisors who need to know such information and who are bound by confidentiality obligations at least as restrictive as those in this Section 15
• As required by law, regulation, court order, or government request, provided that the disclosing party gives reasonable notice to the other party (if legally permitted) and cooperates in any efforts to limit disclosure
• In connection with legal proceedings or dispute resolution, subject to appropriate protective orders
• With the other party's prior written consent

15.4 Duration of Confidentiality Obligations

Confidentiality obligations under this Section 15 will:

• Continue for TWO (5) YEARS after termination of these Terms, or
• Continue indefinitely for trade secrets and proprietary methodologies, until such information becomes publicly available through no breach of these Terms

15.5 Return of Confidential Information

Upon termination of these Terms or upon request, each party will:

• Return or destroy all Confidential Information of the other party
• Provide written confirmation of return or destruction
• Not retain any copies, except as required by law or for legitimate business purposes (e.g., backup systems, legal compliance)

Notwithstanding the foregoing, a party may retain Confidential Information:

• As required by law or regulation
• In backup systems or archives, subject to continued confidentiality obligations
• As necessary for dispute resolution or legal compliance

15.6 Remedies for Breach

The parties acknowledge that breach of confidentiality obligations may cause irreparable harm for which monetary damages may be inadequate. Therefore, each party is entitled to seek injunctive relief or other equitable remedies to enforce confidentiality obligations, without prejudice to any other rights or remedies available at law or in equity.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any service agreements, statements of work, or other written agreements specifically referencing these Terms, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, understandings, negotiations, or communications, whether oral or written.

16.2 Severability

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

16.3 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. A waiver of any breach or default will not constitute a waiver of any subsequent breach or default. Failure to enforce any provision of these Terms will not constitute a waiver of such provision or any other provision.

16.4 Assignment

The Client may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without NEROLEAD's prior written consent. NEROLEAD may assign, transfer, or delegate these Terms or any rights or obligations hereunder without the Client's consent, including in connection with a merger, acquisition, or sale of assets. Any attempted assignment, transfer, or delegation in violation of this section will be null and void.

16.5 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other party or incur obligations on the other party's behalf, except as expressly set forth in these Terms.

16.6 Headings for Convenience

Section headings and subheadings in these Terms are for convenience only and do not affect the interpretation or construction of these Terms.

16.7 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create any rights or benefits for any third party, except as expressly set forth in these Terms.

16.8 Counterparts

These Terms may be executed in counterparts, including electronic signatures, each of which will be deemed an original and all of which together will constitute one and the same instrument.

16.9 Language

These Terms are written in English. If these Terms are translated into another language, the English version will prevail in the event of any conflict or discrepancy.

16.10 Notices

All notices, requests, and other communications under these Terms must be in writing and delivered to the addresses specified in Section 13 (Contact, Support & Notice Clause) or as otherwise agreed in writing. Notices will be deemed received:

• If sent by email, on the date sent (if sent during business hours) or on the next business day
• If sent by postal mail, on the third business day after mailing
• If posted on NEROLEAD's website or client portal, on the date of posting

16.11 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, internet or telecommunications failures, third-party service outages, or cyberattacks. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.

16.12 Construction

These Terms will be construed fairly and not in favor of or against either party, regardless of which party drafted these Terms.

16.13 Updates and Modifications

NEROLEAD reserves the right to update or modify these Terms in accordance with Section 12 (Changes to Terms & Notice). The Client's continued use of the Services after such updates or modifications constitutes acceptance of the updated Terms.

17. Acceptance

By engaging NEROLEAD's services, accessing NEROLEAD's website, or using any of NEROLEAD's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions. If you do not agree to these Terms, you must not use NEROLEAD's Services.

Last Updated: 18/11/2025 Version: 1.0

*This document is a legal agreement. Please review it carefully and consult with legal counsel if you have any questions.*