Kumo Leads — Terms of Service

Effective date: August 31, 2026  ·  Version: 1.0

1. The agreement

These Terms of Service ("Terms") are a binding agreement between Kumo Communications, LLC, doing business as Kumo Leads ("Kumo," "we," "us") and the business identified on an Order Form or that creates an account ("you," "Customer").

By signing an Order Form, clicking to accept, or using the service, you agree to these Terms on behalf of your business, and you represent that you are authorized to do so.

What makes up the whole agreement, in descending order of precedence where they conflict:

1. a signed Order Form;
2. the Data Processing Addendum ("DPA");
3. the Sponsor Program Addendum, where a manufacturer program applies;
4. these Terms; and
5. the Acceptable Use Policy ("AUP").

2. Definitions

• Service — the Kumo Leads application, Kumo Forms, the intake API, mobile clients, and related documentation and support.
• Organization — your tenant in the Service.
• Authorized User — an individual you permit to use the Service under your Organization. Each Authorized User consumes a user seat.
• Location — a business location you configure. Each consumes a location count.
• Customer Data — everything you or your Authorized Users put into the Service, including Lead Data.
• Lead Data — personal information about consumers and prospects processed through the Service.
• Routing — the automatic or manual transfer of a lead from one Organization to another under rules the sending Organization configures.

3. The account

3.1 Access. Subject to these Terms and payment of fees, we grant you a non-exclusive, non-transferable right to access and use the Service during your subscription term for your internal business purposes.

3.2 Administrators. Your administrators can invite and remove users, change roles, configure Locations and routing, and take actions that affect billing. Anything your administrator does binds you, including adding Locations or seats that increase your fees.

3.3 Credentials. You are responsible for your users' credentials and API keys, for keeping them confidential, and for all activity under your Organization. Notify us promptly at security@kumosoftware.com of any suspected compromise.

3.4 Access model. Accounts are currently created by invitation. We may change how accounts are provisioned.

4. Fees, and how billing actually works

This section describes the billing behavior precisely, because most of it is unusual enough to cause a phone call if it is left implicit.

4.1 Pricing. Your base fee, per-Location fee, per-seat fee, and any included allowances are stated on your Order Form. List pricing is published at kumosoftware.com; the rate on your Order Form controls.

4.2 Paid in advance. Fees are prepaid. Your monthly charge — base plus Locations plus seats — is billed on the first day of each month, for that month.

4.3 Increases are charged immediately and prorated. When you add a Location or a seat mid-month, the additional fee is charged at that moment, prorated for the days remaining in the billing period, to the payment method on file. It does not wait for the next invoice.

4.4 Decreases take effect at the next period, and are not credited. Removing a Location or seat mid-period does not reduce the current period's fee and does not generate a credit or refund.

4.5 Peak billing. Where quantities change within a period, fees are calculated on the highest count reached during that period. Adding a seat on the 5th and removing it on the 10th results in a charge for that seat, which is not credited back.

4.6 Committed minimums. If your Order Form states a committed quantity of Locations or seats, you are billed at no less than that quantity for the entire term, regardless of how many you actually have configured. You are free to delete a Location at any time; the Service will not prevent you, and your bill will not go down. Reducing a committed minimum requires a new Order Form.

4.7 Taxes. All fees are exclusive of tax. Sales, use, telecommunications, and similar taxes are added to your invoice where we are required to collect them, calculated from the billing address you provide — which you must keep accurate. If you are exempt, send a valid exemption certificate to billing@kumosoftware.com before it applies; we cannot refund tax already remitted.

4.8 Payment method and failure. You authorize us to charge your payment method on file for all fees when due. If a charge fails, we may retry, and a late fee of 1.5% per month, or the maximum rate permitted by law if lower, may apply to amounts 15 days overdue. You are responsible for reasonable costs of collection and any attorney fees.

4.9 Billing contact. You must designate and maintain a billing contact to receive invoices and payment-failure notices. Notices to that contact are effective notice to you.

4.10 Disputes. Dispute an invoice in good faith within 30 days of its date by writing to billing@kumosoftware.com. Undisputed amounts remain payable.

4.11 Price changes. We may change list pricing. For month-to-month subscriptions, a change takes effect at your next renewal with at least 30 days' notice. For a committed term, your rate is fixed for that term and a change applies at renewal with at least 30 days' notice.

5. Term, renewal, suspension, and termination

5.1 Term. Your subscription runs for the term on your Order Form — month-to-month, or a committed 6- or 12-month term.

5.2 Auto-renewal. Subscriptions renew automatically for successive periods of the same length unless either party gives written notice at least 30 days before the renewal date.

5.3 Early termination of a committed term. If you terminate a committed term early for convenience, or we terminate it for your material breach, all fees for the remainder of the term become immediately due and payable. These fees are calculated based on your committed quantities and constitute liquidated damages, not a penalty.

5.4 Suspension for non-payment. If fees are overdue by 10 days after notice to your billing contact, or admin by default, we may restrict your Organization to read-only access, with newly arriving leads showing partial contact details only, until payment resolves. Nothing is deleted during a restriction, and full access is restored promptly on payment.

5.5 Fees continue during suspension. A committed term continues to accrue during any restriction for non-payment. Restricting an account is not a suspension of your payment obligation, and non-payment is not a way to pause a contract.

5.6 Termination for cause. Either party may terminate for the other's material breach that goes uncured for 30 days after written notice. We may suspend immediately for a security threat, unlawful use, or a breach of the AUP.

5.7 What happens to your data. For 30 days after termination we will make Customer Data available for export. After that we delete it in the ordinary course, subject to backups and the retention periods in our Privacy Policy.

5.8 Leads already routed to other businesses are not retrieved. A lead your Organization routed to another Organization remains with that recipient after you terminate. Termination does not withdraw it, and we will not delete another business's records at your instruction. Plan accordingly — this is a consequence of routing, not a limitation of the Service.

6. Trials

Where an Order Form or signup provides a trial, the Service is provided for the stated trial period. Unless you cancel before it ends, the subscription converts to a paid subscription at the rate stated at signup. Trials are provided as is, without warranty.

7. Your data and your responsibilities

7.1 Ownership. As between the parties, you own Customer Data. You grant us a non-exclusive license to host, copy, transmit, display, and process it as necessary to provide the Service, to route leads as you configure, and as described in the DPA.

7.2 Lawfulness. You represent that you have all rights, consents, notices, and lawful bases necessary for the Customer Data you submit and for the ways you use it — including TCPA, state mini-TCPA, do-not-call, CAN-SPAM, and applicable state privacy laws.

7.3 Your own privacy disclosures. You are responsible for maintaining your own privacy policy and terms, for accurately disclosing to consumers that leads may be routed to other businesses, and for offering any opt-out your obligations require.

7.4 Data hygiene. You will not upload data you have no business need for, and will limit sensitive identifiers to what is necessary. See the AUP.

7.5 Aggregate data. We may generate aggregated and de-identified statistics from use of the Service, and may use them to operate, improve, and benchmark the service. The identification will be performed in accordance with applicable law, such data will not reasonably identify your users, or any consumer, and we will not re-identify it.

8. Lead routing and sharing

8.1 You control routing. Leads move between Organizations only under rules you configure or a share your users perform. We do not route leads on our own initiative, and we do not operate a lead marketplace.

8.2 Each business is independent. When a lead is routed, sender and recipient are independent businesses with respect to their own use of it. Each is responsible for its own compliance, its own disclosures, and its own responses to consumer requests.

8.3 What crosses, and what does not. The recipient receives the lead record. The recipient's own working data — its notes and its custom fields — is not visible to the sender. The only signal returned to the sender is a classification of whether the recipient already had a relationship with that consumer.

8.4 Opt-outs are enforced automatically. Where a lead carries a do-not-sell flag, a Global Privacy Control signal, or a Shopify Customer Privacy API opt-out, routing and sharing are blocked before any routing occurs, and the block is recorded in the audit log. The block cannot be overridden by a manual share. You will not attempt to circumvent it.

8.5 Your representation on routing. You represent that routing leads to your partners is permitted under your own privacy disclosures and applicable law, and that any commercial arrangement behind it has been assessed for whether it constitutes a “sale” or “sharing” under state privacy law.

8.6 Deletion requests across a share. If you must delete or redact a consumer record that has been routed elsewhere, you are solely responsible for notifying the recipients. On request we will identify every Organization that received it. We do not currently propagate a deletion across recipients automatically, and each recipient is independently responsible for responding to consumer requests concerning its own copy of the data.

9. Kumo Forms

9.1 You are responsible for the content and configuration of your forms, including the terms-and-conditions and privacy links you supply and the SMS consent language you display.

9.2 SMS consent collected through a form is recorded as submitted. Email consent is not separately collected by the Service, and you must not represent otherwise.

9.3 Messaging compliance — TCPA, A2P 10DLC registration, and carrier requirements — is your responsibility, including where you export lead data to another platform to send from.

9.4 Forms collect nothing until a visitor submits. On submission, the visitor's IP address and browser time zone are recorded alongside the submitted fields, for spam prevention and contact timing respectively. Your own privacy disclosures must cover this.

10. AI features

10.1 Where enabled, uploaded files are sent to our AI sub-processor to classify the document, extract fields, and flag apparent personal information.

10.2 AI output can be inaccurate. Extracted values are suggestions for a person to confirm. You are responsible for reviewing them, and we are not liable for decisions made on unreviewed output.

10.3 Our sub-processor does not train models on data submitted through its API. See the sub-processor list for details.

10.4 You may disable the feature for your Organization.

11. Acceptable use

You will comply with the AUP. You will not: use the Service unlawfully; upload unlawfully obtained lead lists; interfere with or probe the Service's security without our prior written authorization; reverse engineer it; resell or provide it to a third party except as expressly permitted; exceed documented rate limits; or use it to send communications the recipient has not consented to receive.

12. Confidentiality

Each party will protect the other's non-public confidential information (“CI”) disclosed in connection with these Terms with at least reasonable care, use it only for purposes of the agreement, and disclose it only to personnel and advisors bound by comparable obligations. Excluded: information that is public, independently developed, or rightfully received from another source or independently known at time of disclosure. Compelled disclosure is permitted with prompt notice where lawful. Obligations in this section survive for three years after the termination of these Terms, except with respect to trade secrets, which survive as long as they remain trade secrets.

13. Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, as described in the DPA. We will notify you without undue delay, and in any event within 72 hours of confirming a breach affecting your Customer Data.

14. Intellectual property

We own the Service and all related IP. You own Customer Data. Nothing here transfers ownership. If you send us feedback or suggestions, we may use them without restriction or obligation.

15. Warranties and disclaimers

15.1 Each party warrants it has authority to enter these Terms.

15.2 We warrant that the Service will perform materially as described in our documentation. Your exclusive remedy for a breach of this warranty is our correction of the non-conformity or, failing that, termination and a refund of prepaid, unused fees.

15.3 Availability. We target 99.9% monthly availability, excluding scheduled maintenance and force majeure events. No service credits are offered at this subscription tier.

15.4 EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted or error-free, or that AI-generated output will be accurate.

16. Indemnification

16.1 By us. We will defend you against a third-party claim that the Service, as provided by us and used in accordance with these Terms and our documentation, infringes a U.S. patent, copyright, or trademark, and pay resulting damages finally awarded or settled. This obligation does not apply to claims arising from (A) your modifications to the Service, (B) combination of the Service with products or data not provided by us, (C) continued use of the Service after we notify you to stop due to an infringement claim, or (D) use outside the scope of these Terms or our documentation.

16.2 By you. You will defend us against any third-party claim arising from Customer Data, your use of the Service, your routing configuration, or your communications with consumers — including claims under the TCPA, state mini-TCPA statutes, and state privacy laws — and pay resulting damages finally awarded or settled.

16.3 Each indemnity is conditioned on prompt notice, sole control of the defense, and reasonable cooperation.

17. Limitation of liability

17.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA.

17.2 EACH PARTY'S TOTAL LIABILITY IS CAPPED AT THE FEES PAID OR PAYABLE BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

17.3 These limits do not apply to your payment obligations, per indemnifications obligations under Section 16.2, for either parties liability or willful breaches of confidentiality. Each party's liability for its indemnification obligations under Section 16 is capped at two times the fees paid or payable in the twelve months preceding the claim.

18. General

18.1 Governing law and venue. Florida law governs, without regard to conflicts principles, and the parties submit to the exclusive jurisdiction of the courts located in Lake County, Florida.

18.1(a) Arbitration and class-action waiver. Any dispute arising out of these Terms will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, on an individual basis only, and both parties waive any right to bring or participate in a class, collective, or representative action.

18.2 Notices. Legal notices to us go to 12927 Cynthia Lane, Clermont, FL 34715 and legal@kumosoftware.com. Notices to you go to your billing contact and account administrators.

18.3 Changes to these Terms. We may update these Terms with at least 30 days' notice by email or in-app notice. Continued use after the effective date constitutes acceptance. Material changes do not apply retroactively within a committed term.

18.4 Publicity. We may identify you as a customer and use your name and logo in customer lists and marketing, unless you tell us not to at marketing@kumosoftware.com.

18.5 Assignment (with consent, except to a successor); force majeure; severability; no waiver; independent contractors; no third-party beneficiaries; entire agreement; and survival of Sections 4, 5.7, 5.8, 7.1, 12, 14, 16, 17, and 18.

Exhibit C — Sub-processors

Published at kumosoftware.com/sub-processors; corresponds to the Kumo Leads — Sub-processors document already drafted in this engagement.