These Terms of Service (“Terms”) govern all services provided by LeadOrigin, LLC (“LeadOrigin,” “we,” “us,” or “our”) to clients (“Client,” “you,” or “your”). By signing any proposal, engagement agreement, or statement of work referencing these Terms, you agree to be bound by these Terms in their entirety.
1.1 Service Types. LeadOrigin provides digital marketing, creative, and consulting services including but not limited to branding, website development, SEO, paid advertising, social media marketing, content creation, and related services. Services are provided as:
1.2 Scope Definition. The specific services, deliverables, timelines, and costs for your engagement are detailed in your signed Proposal or Statement of Work (“Order”). These Terms supplement and govern all Orders.
1.3 Scope Changes. Any work requested outside the defined scope constitutes additional services and will be billed separately at our then-current hourly rate. We will provide written notice of out-of-scope requests, but your continued request constitutes acceptance of additional charges.
1.4 Term and Renewal. Retainer Services and Hybrid Services have an initial term as specified in your Order. Unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the current term, the engagement will automatically renew for successive periods equal to the initial term under the same terms and conditions, including pricing, unless otherwise agreed in writing. Automatic renewal shall apply to both retainer components of hybrid services and standalone retainer engagements. Project-Based Services have estimated timelines as specified in your Order. These timelines are estimates only and are not guaranteed completion dates. Project timelines are subject to change and depend on Client’s timely provision of required materials, feedback, approvals, and communication as outlined in Section 3. Delays caused by Client’s failure to meet response requirements in Section 3.2, provide required information per Section 3.1, or other Client-caused delays will extend project timelines accordingly with no penalty to LeadOrigin. LeadOrigin will make commercially reasonable efforts to complete projects within estimated timelines, but timeline estimates do not constitute a warranty or guarantee of completion dates.
2.1 Project-Based Services. Unless otherwise specified in your Order:
2.2 Retainer Services. Setup fees and first month’s retainer are due upon proposal approval. Subsequent monthly fees are due in advance of each service month.
2.3 Hybrid Services. For hybrid engagements:
UNIVERSAL PAYMENT TERMS
2.4 Payment Methods. All payments must be made in immediately available funds. For amounts over $1,000, we reserve the right to require ACH bank transfer or wire transfer.
2.5 Late Payments. Past due invoices incur interest at 1.5% per month (18% annually). If payment is not received within seven (7) days of the due date, we may immediately suspend all services until payment is received.
2.6 Failed Payment Fees. Any late payments or past due amounts during the term of the engagement are subject to the following fees: the first failed payment will result in written notice to the Client, the second failed payment will result in a $50 fee, the third failed payment will result in a $75 fee, and the fourth failed payment will result in a $150 fee. These charges are in addition to all other rights and remedies contained in these Terms and as permitted by law.
2.7 Collection Costs. You are responsible for all collection costs including attorney fees, collection agency fees, court costs, and a collection fee of 25% of the outstanding balance.
2.8 Chargebacks and Disputes.
2.9 No Refunds Policy. ALL FEES ARE FINAL AND NON-REFUNDABLE once work has commenced, been delivered, or services have been initiated, regardless of your satisfaction, project cancellation, or perceived results. This includes setup fees, monthly retainers, advertising spend, and project payments. YOU EXPRESSLY WAIVE ANY RIGHT TO REFUND, CREDIT, OR CHARGEBACK UNDER ANY CIRCUMSTANCES.
2.10 Acceleration of Payments. Upon any default by you, all unpaid amounts under the Order shall immediately become due and payable without notice or demand.
3.1 Required Information. You must provide all information, materials, and access specified in your Order within thirty (30) days of engagement start. Delays in providing required information may result in project delays and additional charges at our then-current hourly rate.
3.2 Response Requirements. You must respond to our requests within:
3.3 Deemed Approval. If you fail to provide written feedback within the specified timeframe, work will be deemed approved and accepted. You waive any right to request changes or claim dissatisfaction with deemed approved work.
3.4 Client-Caused Delays. Delays caused by your failure to provide timely feedback, approvals, or materials will extend project timelines with no penalty to us and may result in additional fees.
4.1 Modification Restrictions. No service modifications may be made to an Order during the first ninety (90) days of any engagement.
4.2 Change Requirements. After the initial 90-day period, service changes may be made upon the written agreement of both LeadOrigin and you, with such changes services only becoming effective if such written addendum is signed by both parties. The Client must notify LeadOrigin in accordance with the following:
4.3 Expedited Services. Expedited projects incur a 25% surcharge per service and require written approval. Expedited status does not guarantee specific completion dates.
5.1 Work Product. Upon full payment of all fees, you will own all custom creative work, brand materials, logos, brand guides, marketing materials, and other intellectual property created specifically and exclusively for your business (“Custom Work Product”). This includes all copyrights, trademarks, trade dress, and other intellectual property rights in such Custom Work Product. LeadOrigin hereby assigns to you all right, title, and interest in and to the Custom Work Product, including all copyrights and trademark rights therein. If any Custom Work Product does not qualify as “work made for hire,” LeadOrigin hereby assigns all rights, title, and interest in such work to you upon full payment. You may register any trademarks or copyrights in the Custom Work Product in your own name. This assignment is contingent upon full payment of all fees and is subject to LeadOrigin’s retained rights as specified in Section 5.2.
5.2 Our Retained Property. LeadOrigin retains ownership of: (a) all advertising accounts created by LeadOrigin (Google Ads, Meta Business Manager, LinkedIn Campaign Manager, etc.), and all associated data, unless the Client provided an existing account, in which case the Client retains ownership of their pre-existing account; (b) all paid search programs, campaign structures, keyword research, and advertising strategies created and managed by LeadOrigin, which remain the exclusive property of LeadOrigin unless otherwise agreed by LeadOrigin in writing; (c) proprietary methodologies, processes, frameworks, and templates developed by LeadOrigin; and (d) pre-existing intellectual property owned by LeadOrigin that is incorporated into deliverables. For clarity, if you provide us with access to your existing advertising accounts, you retain ownership of those accounts, but LeadOrigin retains ownership of all campaign structures, strategies, and programs created within your accounts.
5.3 Payment Contingency. Your rights to work product are contingent upon full payment of all fees. We retain a security interest in all work until complete payment is received.
5.4 Your Materials. You represent that all materials provided to us are either owned by you or used with proper authorization. You agree to indemnify us against any claims arising from your provided materials.
5.5 LeadOrigin Creative Usage Rights. LeadOrigin has the right to use all creative work produced under any engagement for our own internal marketing purposes. You grant us the necessary licenses for all new creative materials provided by LeadOrigin for our exclusive internal use.
5.6 Your Content Responsibilities. As our client, you are solely responsible for any content you provide and the consequences of posting or publishing such content. By submitting content, you confirm and warrant that:
5.7 Intellectual Property Compliance. LeadOrigin represents that materials and content created by us during service performance will comply with all valid and applicable intellectual property laws, rules, and regulations.
6.1 No Results Guarantee. We make no guarantees regarding (a) business results, sales, leads, or revenue, (b) marketing campaign performance or return on investment, (c) search rankings, traffic, or engagement levels, or (d) conversion rates or specific outcomes.
6.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY WILL NOT EXCEED THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM. WE ARE NOT LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, WE PROVIDE ALL SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
6.4 Service Warranty. We warrant services will be performed professionally consistent with industry standards. Your exclusive remedy for deficient work is re-performance, provided you notify us within thirty (30) days of delivery. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES.
6.5 Indemnification. You agree to indemnify, defend, and hold harmless LeadOrigin and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from: (a) your breach of these Terms; (b) your use of our services; (c) content you provide; (d) your violation of any law or third-party rights; or (e) any claim that content you provided infringes third-party rights.
7.1 Your Default. You will be in default of these Terms upon (a) failure to pay any invoice or amount owed within seven (7) days of due date, (b) breach of these Terms continuing thirty (30) days after written notice, (c) filing bankruptcy or making assignment for creditors, or (d) any chargeback or payment dispute after work approval.
7.2 Our Default. We will be in default upon material breach continuing thirty (30) days after written notice, provided we haven’t commenced good faith cure efforts.
7.3 Termination Rights. Upon default, the non-defaulting party may terminate immediately and pursue all available remedies including attorney fees and costs. Upon termination for your default, you remain liable for all fees incurred through the termination date plus any early termination fees specified in your Order.
7.4 Survival of Obligations. Termination does not relieve you of payment obligations incurred prior to termination. All accrued payment obligations survive termination.
8.1 Governing Law. These Terms are governed by Texas law without regard to conflict of law principles.
8.2 Arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING FROM OR RELATING TO THESE TERMS OR OUR SERVICES SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES. The arbitration shall be conducted in Harris County, Texas, before a single arbitrator. YOU AND LEADORIGIN EACH WAIVE ANY RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.
8.3 Arbitration Procedures. The arbitration shall be conducted in Harris County, Texas, before a single arbitrator. The arbitrator shall be selected according to AAA rules, and the arbitration shall be conducted in English. The arbitrator’s decision shall be final and binding. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover reasonable attorney fees and costs.
8.4 Exceptions to Arbitration. Notwithstanding the arbitration requirement, either party may seek injunctive relief or other equitable relief in court to protect intellectual property rights or confidential information, or to collect unpaid fees. Any court proceedings permitted under these Terms shall be brought exclusively in the state or federal courts located in Harris County, Texas, and you consent to the personal jurisdiction of such courts.
8.5 Electronic Acceptance. By signing any proposal, order, or engagement agreement that references these terms, or by accepting services from LeadOrigin, you acknowledge that you have read, understood, and agree to be bound by these terms. Electronic signatures and acceptances are valid and enforceable.
8.6 Severability and Reformation. If any provision in these Terms or any Order is found invalid or unenforceable, the remainder remains in effect. Courts are authorized to reform any invalid provision to the maximum extent permitted by law to achieve the intended purpose.
8.7 No Waiver. Our failure to enforce any provision in these Terms or any Order does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by LeadOrigin.
8.8 Confidentiality. Both parties agree to maintain the confidentiality of each other’s non-public, proprietary information using the same care each party uses for its own confidential information, but no less than reasonable care. Confidential information includes business strategies, financial data, customer lists, marketing plans, technical information, and the terms of this engagement. Neither party will disclose the other’s confidential information to third parties without prior written consent, except to employees or contractors who need to know such information to perform under this engagement or as required by law. This obligation survives termination for two (2) years.
8.9 Non-Solicitation. During our engagement and for one (1) year thereafter, you agree not to solicit or hire our employees or contractors.
8.10 Force Majeure. Neither party is liable for delays beyond reasonable control including natural disasters (earthquakes, floods, hurricanes, wildfires), government actions, pandemics, internet outages, or third-party platform changes. In the event of a natural disaster that renders performance impossible or impracticable, either party may terminate this engagement upon written notice, with neither party liable for damages resulting from such termination.
8.11 Non-Disparagement. You agree not to disparage or speak negatively about LeadOrigin, its members, directors, officers, employees, agents, representatives, or affiliates in any manner that reflects negatively on our character or reputation.
8.12 Third-Party Tools. We may make certain tools and services available in connection with our services, the use of which may require additional terms and conditions. Your use of such tools constitutes acceptance of any additional terms required by the tool providers.
8.13 Google Ads Policy. Due to Google’s overdelivery policy, Google may spend up to two times the daily budget based on daily traffic fluctuations. You may be billed up to 20% over the planned spend at the time of account cancellation or termination. For Google’s complete policy, visit: https://support.google.com/google-ads/answer/2375423
8.14 Modifications. These Terms may only be modified by written agreement signed by both parties, except where email approval is specifically authorized.
8.15 Assignment. You may not assign your rights under these Terms without our written consent. We may assign these Terms with notice to you.
8.16 Notice Requirements. All notices must be in writing and sent to the contact information specified in your Order or as updated in writing. Notices sent by email are effective upon sending if a delivery receipt is received.
8.17 Contact Information.
LeadOrigin, LLC
Email: [email protected]
HQ: 289 S San Antonio Rd #200, Los Altos, CA 94022
Houston: 10101 Southwest Freeway, Suite #430, Houston, Texas 77074
Austin: 106 E 6th St, Suite #400, Austin, Texas 78701
Philippines HQ: 6795 Ayala Avenue, Level 40, Makati, National Capital Region 1226, PH
Cebu City: Jose Maria del Mar St, cor Abad St, 5th Floor, Cebu City, 6000, PH
8.18 Survival. The following provisions survive termination: payment obligations, intellectual property provisions, confidentiality, limitation of liability, indemnification, dispute resolution, and governing law.
8.19 Entire Agreement. These Terms, together with your signed Order, constitute the complete agreement and supersede all prior understandings. NO ORAL AGREEMENTS, REPRESENTATIONS, OR WARRANTIES EXIST BETWEEN THE PARTIES.
BY SIGNING ANY PROPOSAL OR ENGAGEMENT AGREEMENT REFERENCING THESE TERMS OF SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL PROVISIONS CONTAINED HEREIN, INCLUDING THE PAYMENT TERMS, RENEWAL TERMS, LIMITATION OF LIABILITY, WARRANTY DISCLAIMERS, AND JURY TRIAL WAIVER.
No, refunds will not be granted upon subscription cancellation. If you are under a 1-year contract, you will have to buy out the remaining terms of your contract based on the agreed retainer (monthly) fees for our services.
Yes, your LeadOrigin retainer is automatically renewed based on the terms of your agreement (6 or 12 months). If you wish to cancel at the time of renewal, you must provide written notice at least 30 days prior to the renewal date. Please note that this cancellation notice must be submitted at least one day before your billing date to ensure it is processed on time.
Upon the termination of your agreement, LeadOrigin will cease to provide the services mentioned in your order. Access and password credentials for any linked social media accounts will be provided in writing. Cancellation will only be effective once any outstanding balance for your agreed contract terms with LeadOrigin has been settled.
No. An expired or locked credit card doesn’t automatically end your Agreement. Our system will continue to attempt to collect payment in line with the agreed schedule.
If you fail to pay any invoice when due, and following a seven (7) day written notice to be provided by LeadOrigin, LeadOrigin retains the right to pause the rendition of any and all Services to the Client without further notice until all past-due invoices are cleared. All late payments and/or past due amounts are subject to the schedule for failed payments below and shall accrue interest at the rate of ten percent (10%) per annum until all payments required under this Agreement are timely made.
Failed Payment: will result in fees and possible termination of services
2 failed payments will result in a $50 charge
3 failed payments will result in a $75 charge
4 failed payments will result in a $150 charge
Termination of services within 7 days of uncollected payment
Yes, you may pause your account if you are approaching a renewal period and need additional time to determine the scope of work or services you wish to renew. To do so, please notify your Customer Success Manager in writing at least four weeks before your next billing cycle. A $200 pause fee will be charged for each month your account is paused until you provide notice to resume services.
Can we upgrade the Services in the Agreement?
Yes. Clients need to notify the Customer Success Manager in writing and complete a supplement a minimum of seventy-two (72) hours before their next billing cycle to change the scope of Services.
Clients under any contract must notify the Customer Success Manager in writing to request a cancellation. However, the fee for the remaining months of the contract still applies.
Your cancellation will be effective once any outstanding balance based on the agreed terms of your contract with LeadOrigin has been processed or paid.
You can come back by contacting a Sales Representative at LeadOrigin for a new contract. Setting up your account again could mean incurring set-up fees.
Yes, you can undo a scheduled cancellation. Contact your Customer Success Manager before your current billing cycle ends to perform this action.
