Lead-Gen Service
Agreement.

Lead Generation Terms of Service

Company: Blackbird SEO (“Company,” “we,” “our,” or “us”)

By subscribing to, purchasing, or otherwise using the Company’s lead generation services (the “Service”), you, on behalf of the business or entity signing up for the Service (“Client,” “you,” or “your”), agree to be bound by these Terms and Conditions (“Terms”). If you do not agree to these Terms, do not subscribe to or use the Service.

1. Definition of Terms

Leads. Phone calls and quote requests from potential customers (“Leads”) generated through lead generation channels owned by the Company and delivered to the Client under this Agreement.

Lead Generation Services. All activities conducted by the Company to identify, attract, and convert potential leads, including but not limited to digital marketing, social media campaigns, search engine optimization (SEO), paid advertisements, content creation, AI, and automation.

2. Start Date

This Agreement and the Service begin on the date of the Client's first payment, or as otherwise agreed in writing (the “Effective Date”).

3. End Date

This Agreement continues on a month-to-month basis and terminates only in accordance with Section 12 (Termination) below.

4. Monthly Fee & Payment Terms

• The Client agrees to pay the fixed monthly fee stated at the time of sign-up (the “Monthly Fee”).
• The Monthly Fee is processed automatically via Stripe on the same day each month, beginning on the Effective Date.

5. Payment Conditions

• Timely Payment: If a payment is not received within 15 days of its due date, a penalty of 10% of the amount due will be added for each month the payment remains outstanding. Late or failed payment may result in suspension of the Service or termination of this Agreement at the Company's discretion, in addition to the Company's rights under Section 12 (Termination).
• All payments to the Company are non-refundable under any circumstances. Once a transaction is completed, no refunds, exchanges, or cancellations will be accepted.

6. Duties

• The Company shall provide Lead Generation Services exclusively to the Client within the geographic location and industry represented by the applicable lead generation site.
• The Company shall use its best efforts to generate Leads for the Client, in the form of quote requests through the lead generation website(s) and calls to a unique tracking phone number, so both Parties can accurately track Leads and resulting sales.
• The Client agrees to provide the highest level of product or service to every customer following a successful conversion, to gather positive reviews, and to take no action that could damage the Company's reputation — including early termination of this Agreement absent a compelling reason or reasonable cause.
• The Client agrees to reimburse, defend, and hold harmless the Company and its officers, directors, employees, agents, advisors, and consultants from any damage, loss, or expense arising from contracts entered into between the Client and its customers, or from any breach thereof.
• Any breach of this Agreement entitles the non-breaching Party to specific performance as a remedy. This remedy is not exclusive and is in addition to all other remedies available at law or in equity.

7. Exclusivity of Leads

The Company agrees to an exclusive arrangement to provide Leads to the Client for as long as this Agreement remains in effect. All Leads generated for the Client are delivered exclusively to the Client and are not shared with any other client of the Company.

8. Ownership of Digital Assets

The Company retains full ownership of any websites, business profiles, landing pages, advertising materials, or other assets created as part of its Lead Generation Services under this Agreement. The Client acknowledges that all such assets are the exclusive property of the Company and shall not claim any ownership, rights, or interest in them.

9. Licensing of Use

While the Company retains ownership of the assets described in Section 8, the Company grants the Client a non-exclusive, revocable, and limited license to use such assets for the duration of this Agreement, solely for the purpose of pursuing Leads generated by the Company. This license automatically expires upon termination of this Agreement, at which point the Client will immediately cease all use of such assets.

10. Intellectual Property

Throughout the term of this Agreement, the Parties shall adhere to applicable intellectual property laws and agree not to create, use, or license any intellectual property that infringes the rights of the other Party without prior written consent. “Intellectual Property” includes, without limitation, patents, trademarks, copyrights, trade secrets, works of authorship, and any other proprietary rights arising under this Agreement. Any violation is grounds for legal action and appropriate remedies under the applicable legal framework.

No Misrepresentation. Neither Party shall use intellectual property for personal financial gain or with intent to cause confusion among customers through misrepresentation, unfair competition, or fraud. The Client further agrees not to replicate or create any website that is substantially or confusingly similar to the Company's lead generation website for the purpose of diverting Leads or confusing customers, including after termination of this Agreement.

No Assignment. Neither Party may assign, delegate, or transfer any rights or obligations under this Agreement to a third party without the other Party's prior written consent. Any attempted assignment without such consent is void and may result in immediate termination of this Agreement by the non-assigning Party.

Duty to Protect. Both Parties agree to take all reasonable measures necessary to protect intellectual property from unauthorized use, reproduction, or disclosure.

11. Confidentiality

The Parties acknowledge that the existence and terms of this Agreement, and any oral or written information exchanged in connection with its preparation and performance, are confidential. Each Party shall maintain the confidentiality of such information and shall not disclose it to any third party without the other Party's written consent, except information that: (a) is or becomes public other than through the receiving Party's unauthorized disclosure; (b) must be disclosed under applicable law, regulation, stock exchange rule, or court or governmental order; or (c) is disclosed to a Party's shareholders, investors, legal counsel, or financial advisors in connection with the transactions contemplated herein, provided such recipients are bound by confidentiality obligations similar to those in this Section. Disclosure by any employee, officer, staff member, affiliate, or other agent of a Party is deemed disclosure by that Party, which shall be held liable for any resulting breach. This Section survives termination of this Agreement for the maximum period permitted under the governing law identified in Section 14.

12. Termination

• By either Party: Either Party may cancel this Agreement or the underlying subscription by written notice at any time.
• Effective date of termination: The Service will end at the close of the current billing cycle following the notice.
• No further payments will be charged once the Service ends; however, outstanding fees from prior billing cycles remain payable.
• Immediate Termination by the Company: The Company may suspend or terminate the Service immediately if:
  • payment fails or is overdue;
  • the Client breaches any material term of this Agreement;
  • the Client's conduct or operations harm the Company's reputation; or
  • the Client is unresponsive or there is a change in circumstances, resulting in the Client not responding to messages or answering inbound calls.
• Upon termination for any reason, outstanding fees remain payable and the Client's access to the Company's lead management system ceases.

13. Nature of Service & Disclaimer

The Company provides lead generation and marketing services only. The Company is not a contractor and does not perform, and does not warrant or guarantee, any physical, construction, or contracting work.

Independent Contractor Relationship

• Any work performed for the Client's customers is performed exclusively by the Client, or by the Client's own independent personnel, subcontractors, or contractors (“Client Contractors”) — never by the Company.
• The Client and any Client Contractors are solely responsible for: estimates, pricing, and contracts with customers; customer service, communications, and dispute resolution; warranties and guarantees on work performed; obtaining and maintaining all required licenses, permits, and insurance; and compliance with all applicable federal, state, and local laws, codes, and safety regulations.
• Any agreement the Client (or a Client Contractor) enters into with a customer for services is strictly between the Client (or Client Contractor) and that customer. The Company is not a party to any such agreement.

No Endorsement or Warranty

• The Company does not endorse, warrant, or guarantee the quality, licensing, insurance, or performance of the Client or any Client Contractor.
• Any reliance by a customer on representations made by the Client or a Client Contractor is at that customer's own risk, and not the responsibility of the Company.

Limitation of Liability

• To the fullest extent permitted by law, the Company is not liable for any direct, indirect, incidental, consequential, or punitive damages arising from or related to the Client's engagement with, or work performed for, the Client's customers.
• Lead volume, lead quality, and conversion outcomes are not guaranteed. The Monthly Fee is charged for access to the Company's platform and Lead routing services, not for job outcomes.
• This Section is in addition to, and does not limit, the Client's indemnification obligations under Section 6 (Duties).

14. Governing Law & Jurisdiction

The governing law and contracting entity depend on the Client's billing region, as follows:

Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of the governing law jurisdiction identified above for the applicable Client billing region.

15. Attorney's Fees

Each Party shall bear its own attorneys' fees and costs arising from claims released herein. If an account is turned over to a collection agency, any collection fees will be charged to the Client.

16. Severability

If any provision or part of this Agreement is found invalid or unenforceable, only that provision or part shall be considered invalid, and the remainder of the Agreement shall remain in full force and effect.

17. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, understandings, and negotiations between them. This Agreement may be amended only by a writing signed by both Parties.

18. Changes to Terms

The Company reserves the right to update these Terms at any time. Any changes will be effective immediately upon posting on the Site. Your continued use of the Site or submission of information through any form constitutes acceptance of the updated Terms.