Terms and Conditions - Cougar Leads

1. Amendments; Continued Use
1.1 Right to Amend. Cougar Leads expressly reserves the right to modify, update, supplement, or otherwise change these Terms and Conditions (the “Terms”) at any time and for any reason, in its sole discretion, by posting the revised and restated Terms to our primary website located at https://www.cougarleads.com. Such revisions may include, without limitation, changes to eligibility criteria, permitted uses, payment terms, or any other aspect of the relationship between you and Cougar Leads.
1.2 Effective Date of Amendments. Except as specifically noted below in Section 1.3, all changes to these Terms become effective immediately upon being posted online, regardless of whether you receive direct notice. You agree that you are responsible for regularly reviewing the posted Terms, and that any use of Cougar Leads’ offerings (including logging in, downloading data, or otherwise accessing any portion of the service) after the date of posting constitutes your binding acceptance of all such amendments.
1.3 Prospective Application of Certain Changes. Notwithstanding the foregoing, any modifications to the arbitration provisions, class-action waivers, or other provisions that materially affect your rights to resolve disputes (collectively, “Dispute-Resolution Provisions”) will not be applied retrospectively to disputes arising before the date such modifications were posted. Likewise, any changes to pricing, refund policies, or payment processes (collectively, “Billing Provisions”) will not affect charges already incurred prior to their posting; those prior charges will remain subject to the version of the Billing Provisions in effect at the time of purchase.
1.4 Notification of Major Changes. While Cougar Leads is not required to provide direct notice of routine updates, for any amendments that impose new restrictions on your existing rights or grant new rights to Cougar Leads (for example, the introduction of new fees or tightening of license scope), we will endeavor to send an email to the address on file at least ten (10) days prior to the new Terms taking effect. Your continued use after the effective date will demonstrate your assent to the new provisions.

2. License; Termination; Automated Access
2.1 Limited, Revocable License. Subject to your strict compliance with these Terms and full payment of all applicable fees, Cougar Leads grants you a non-exclusive, non-transferable, revocable, and limited license to access and use our proprietary platform, interfaces, downloadable data packages, and any associated services (collectively, “Services”) solely for your internal business purposes and only as expressly permitted in these Terms.
2.2 Scope of License. This license entitles you to log in, search, filter, retrieve, download, and otherwise utilize the data and tools provided by Cougar Leads, strictly in accordance with the usage limits, lead volumes, and other restrictions set forth in your specific Subscription Agreement or purchase order.
2.3 Immediate Termination. Cougar Leads may, in its sole discretion and without any liability to you, suspend or terminate your license, block your access, or delete your account and any associated data at any time and for any reason, including but not limited to (a) suspected or actual breach of these Terms; (b) non-payment or default on any invoice; (c) suspected misuse, fraudulent activity, or violation of applicable laws; or (d) upon discontinuation of the Services. You acknowledge and agree that Cougar Leads will not be liable to you or any third party for any suspension or termination of your access.
2.4 Prohibition on Automated Access. Unless Cougar Leads expressly authorizes you in writing, you are strictly prohibited from using any automated or programmatic means—including but not limited to robots, spiders, crawlers, scrapers, screen-scraping tools, bots, scripts, or similar data harvesting tools—to access, query, index, reproduce, or otherwise extract any portion of the Services or the data contained therein. Any unauthorized automated access constitutes a material breach and may result in immediate termination of your license and the pursuit of injunctive or other equitable relief.

3. Indemnification; Liquidated Damages
3.1 General Indemnity. You agree, at your own expense, to indemnify, defend, and hold harmless Cougar Leads, its officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnitees”) from and against any and all third-party claims, demands, suits, actions, causes of action, obligations, liabilities, costs, losses, damages, fines, penalties, and expenses (including, without limitation, reasonable attorneys’ fees, arbitration fees, or court costs) arising out of or related to (a) your use of the Services; (b) any breach or alleged breach by you of these Terms; (c) any content you upload, transmit, or otherwise make available through the Services; (d) any violation by you of applicable laws or regulations; or (e) any claim that your use of the Services or the data infringes or misappropriates any intellectual property rights or other rights of any third party.
3.2 Liquidated Damages for Data-Use Violations. If you violate your data-use obligations—such as failing to remove expired or out-of-scope records, neglecting to honor suppression lists or do-not-call requirements, or otherwise using the data beyond the scope of your license—you acknowledge and agree that Cougar Leads will suffer damage that is difficult to quantify. Accordingly, you will owe Cougar Leads liquidated damages equal to one-twelfth (1/12) of the total fees you have paid for the relevant data license for each full calendar month that the violation continues. You agree that this amount represents a reasonable approximation of Cougar Leads’ anticipated or actual harm and is not a penalty.

4. Audit Rights
4.1 Right to Conduct Audits. To verify your compliance with these Terms, Cougar Leads (or its designated third-party auditor) may, upon providing at least three (3) business days’ advance written notice, conduct one or more audits of your relevant systems, records, processes, and premises. Such audits will be scheduled during your normal business hours and conducted in a manner designed to minimize disruption to your operations.
4.2 Scope of Audit. The audit may include, but is not limited to, examining your databases, logs, spreadsheets, CRM systems, and marketing materials to confirm that you have used the data only as permitted, honored suppression requests, maintained any required records, and complied with all applicable terms.
4.3 Allocation of Audit Costs. Cougar Leads will bear the reasonable costs of an audit unless it is determined that you have materially breached these Terms. In the event a material breach is uncovered, you will promptly reimburse Cougar Leads for all reasonable costs and expenses incurred in conducting the audit, including the auditor’s fees and reasonable administrative expenses.

5. Payment; Non-Refundable
5.1 Final and Non-Refundable. All purchases of licenses, subscriptions, pay-as-you-go credits, or other products or services provided by Cougar Leads are final and non-refundable. You acknowledge and agree that Cougar Leads has no obligations to issue credits, refunds, or chargebacks for any reason, including if you choose not to use the Services, if the data does not meet your expectations, or upon early termination of your account.
5.2 Billing Descriptor. All charges will appear on your bank or credit card statement as “Cougar Leads” (or any other billing descriptor reasonably selected by Cougar Leads). You are responsible for any fees or charges imposed by your financial institution in connection with your purchases.
5.3 Payment Methods. Unless otherwise agreed in a separate Subscription Agreement, payment will be due immediately upon invoicing, and Cougar Leads may charge the payment method on file without further notice. Past-due balances accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Cougar Leads may suspend your access until payment is made in full.

6. Liability Cap; Time-Bar
6.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COUGAR LEADS’ TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS, YOUR USE OF THE SERVICES, OR OTHERWISE WILL NOT EXCEED FIVE HUNDRED U.S. DOLLARS (US $500) IN THE AGGREGATE. THIS CAP APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).
6.2 Exclusion of Consequential Damages. IN NO EVENT WILL COUGAR LEADS OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 One-Year Claim Period. Any cause of action or claim you may have arising out of or relating to these Terms or the Services (“Claim”) must be commenced within one (1) year after the date the Claim first arose. Otherwise, such Claim is permanently barred.

7. No Warranty of Legal Compliance
7.1 No TCPA/CAN-SPAM Warranty. Cougars Leads does not warrant, guarantee, or represent that any telephone numbers, names, email addresses, or other personal data provided through the Services were collected in compliance with the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, or any other federal, state, or local marketing, privacy, or data-collection laws.
7.2 Customer’s Sole Responsibility. You alone are responsible for:

Scrubbing telephone numbers against federal and state “Do-Not-Call” registries and any other relevant suppression lists;
Obtaining any necessary prior express written consent, opt-in permissions, or affirmative authorizations required by law before initiating telemarketing calls, text messages, or commercial emails;
Ensuring that your messaging, calls, or communications otherwise comply with all applicable laws, regulations, and industry guidelines; and
Maintaining records of consents, opt-outs, and other compliance documentation as required by law.
7.3 No Legal Advice. Nothing in these Terms constitutes legal advice. You should consult your own legal counsel to ensure that your intended use of any data from Cougar Leads complies fully with all applicable laws.

8. Sublicensing and Transfer Restrictions
8.1 One-Time, Limited Sublicense. During the applicable license or subscription term, and only if expressly allowed by your Subscription Agreement, you may grant a single, non-exclusive, non-transferable sublicense to one third-party (a “Sublicensee”) to use a designated subset of data acquired from the Services, provided that:
a. The Sublicensee is bound in writing to comply with all of these Terms as if it were you in your entirety;
b. You immediately cease any direct use of the same data covered by the sublicense; and
c. You remain fully responsible and liable for any acts or omissions of the Sublicensee in connection with its use of the data.
8.2 No Further Transfers. Except as provided in Section 8.1, you may not sell, rent, lease, sublicense, distribute, transfer, publish, broadcast, or otherwise make available any portion of the data or the Services to any third party, whether for consideration or otherwise.
8.3 Retention of Ownership. All rights, title, and interest in and to the Services, including all data, code, trademarks, and other intellectual property therein, remain the sole property of Cougar Leads or its licensors. No ownership rights in the Services or the data are transferred to you by virtue of these Terms.

9. Third-Party Data Disclaimer
9.1 Sources of Data. Cougar Leads may incorporate, aggregate, or distribute data obtained from unaffiliated third-party providers (the “Third-Party Sources”). Such data may include, but is not limited to, consumer contact information, demographic data, business listings, and public records.
9.2 No Warranty. ALL THIRD-PARTY DATA IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ACKNOWLEDGE THAT COUGAR LEADS HAS NO CONTROL OVER THE CONTENT, ACCURACY, OR LEGALITY OF THIRD-PARTY DATA AND ASSUME ALL RISK RELATED TO ITS USE.
9.3 Your Investigation. You should independently investigate the accuracy, completeness, and legality of any third-party data prior to using it for marketing or outreach. Cougar Leads provides no guarantee that such data is up-to-date, properly consented, or free of errors.