1. AGREEMENT AND SCOPE
These Terms of Service (“Terms”) constitute a legally binding agreement between Leath Consulting Group, LLC (“LCG,” “we,” “us,” or “our”) and the individual or entity accessing or using an LCG website, secure portal, workspace, platform, software module, assessment, intelligence product, subscription, advisory service, professional service, report, connector, or related support function (collectively, the “Services”). “Customer” means the organization that purchases, sponsors, or authorizes access. “User” means an individual who accesses the Services for or through a Customer or in an individual capacity.
By accessing or using the Services, creating an account, accepting an invitation, executing an order or agreement that incorporates these Terms, or clicking an acceptance control, Customer and User agree to these Terms. If an individual accepts for an organization, that individual represents that the individual has authority to bind the organization. If the individual lacks such authority or does not agree, the individual may not use the Services.
An executed master agreement, service agreement, statement of work, order form, subscription schedule, data-processing addendum, nondisclosure agreement, or government contract may supplement these Terms. In the event of a direct conflict, the following order of precedence applies unless the applicable instrument states otherwise: a government contract or signed master agreement; a signed data-processing or security addendum for its subject matter; a signed statement of work or order form; these Terms; and incorporated online policies.
2. ELIGIBILITY, ACCOUNTS, AND AUTHORIZED USERS
Users must be legally capable of entering a binding agreement and must use the Services for legitimate professional or organizational purposes. Accounts are personal to the assigned User and may not be shared. Customer is responsible for identifying authorized users, maintaining accurate account information, promptly removing access when authority ends, and ensuring use complies with these Terms and the governing agreement.
Users must safeguard passwords, authentication devices, recovery information, API credentials, and access links; use multifactor authentication when required; and promptly notify LCG of suspected compromise or unauthorized activity. LCG may rely on actions performed through a properly authenticated account until notified of compromise. LCG may require identity, authority, security, or role verification before permitting access to sensitive functions.
3. SERVICES, ENTITLEMENTS, AND CHANGES
Access is governed by the Customer’s purchased or approved entitlements. Modules, records, data sources, users, storage, usage limits, support levels, and features may differ by edition, advisory plan, subscription, project, or role. A visible but locked module is not licensed merely because it appears in the interface. LCG may activate access after completion of applicable intake, agreement, payment, training, security, and approval gates.
LCG may update, improve, replace, or discontinue features to address security, law, provider changes, performance, or product strategy. We will use commercially reasonable efforts to avoid materially reducing purchased core functionality during an active paid term without notice or a reasonable alternative, except where immediate action is necessary for security, law, third-party restrictions, or prevention of harm.
4. LICENSE AND USE RIGHTS
Subject to payment, entitlement, and compliance with these Terms, LCG grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during the applicable term for authorized users to access and use the Services for Customer’s internal business purposes and the purposes stated in the governing order or statement of work. No ownership interest is transferred.
Customer may use approved reports and deliverables as stated in the governing agreement. Preexisting LCG materials, software, methodologies, models, algorithms, taxonomies, templates, playbooks, scoring systems, workflows, prompts, source architecture, know-how, and generalized improvements remain LCG property. Unless expressly granted, Customer may not distribute, resell, sublicense, publish, white-label, or commercially exploit the Services or LCG materials.
5. ACCEPTABLE USE
Customer and Users will not access or use the Services unlawfully; misrepresent identity or authority; bypass access, entitlement, approval, or security controls; share credentials; probe, scan, disrupt, overload, or introduce malicious code; scrape or systematically extract data except through an authorized export; reverse engineer, decompile, or attempt to derive nonpublic software, models, or methods; remove notices; use the Services to violate intellectual-property, privacy, procurement-integrity, export-control, employment, or other rights; submit information without authority; generate deceptive, discriminatory, fraudulent, or unlawful content; or use outputs to train or develop a competing model, dataset, or service except with LCG’s written permission.
Users may not upload classified information, controlled unclassified information requiring an unapproved environment, export-controlled technical data, protected health information, payment-card data, Social Security numbers, passwords, private encryption keys, or other prohibited data unless an executed agreement expressly authorizes the data and environment. LCG may investigate suspected misuse and suspend access reasonably necessary to protect users, information, systems, or legal obligations.
6. CUSTOMER DATA AND INSTRUCTIONS
As between the parties, Customer retains its rights in Customer Data. Customer grants LCG and its approved providers a limited right to host, copy, transmit, transform, analyze, display, and otherwise process Customer Data solely to provide, secure, support, and improve the Services as authorized by the governing agreement and Privacy Policy. Customer represents that it has all notices, consents, permissions, and legal authority necessary to provide Customer Data and instruct LCG to process it.
Customer is responsible for data accuracy, completeness, classification, and legality; for determining whether the Services are appropriate for its requirements; and for maintaining source records and independent backups where appropriate. LCG may rely on Customer-furnished information and is not responsible for errors caused by incomplete, inaccurate, stale, or unauthorized data.
7. GOVERNMENT ACQUISITION AND PROFESSIONAL USE
LCG provides decision support, advisory services, software, and analytical tools. Unless expressly stated in a signed engagement, the Services do not constitute a contracting-officer determination, legal opinion, audit opinion, certified cost or pricing data submission, final responsibility determination, guarantee of award, guarantee of regulatory compliance, or substitute for counsel, accountants, auditors, contracting officers, or authorized decision officials.
Market observations, benchmarks, confidence scores, fit scores, risk indicators, forecasts, and recommendations depend on available evidence, assumptions, normalization, comparability, and professional judgment. A price within an observed range is not automatically fair and reasonable for every requirement; a position outside a range is not automatically unreasonable. Customer remains responsible for reviewing solicitations, clauses, representations, certifications, proposal content, prices, invoices, and decisions before submission or reliance.
8. ARTIFICIAL INTELLIGENCE
AI-enabled features may extract, classify, summarize, draft, compare, recommend, or identify anomalies. Outputs may be incomplete, inaccurate, outdated, or unsuitable for a particular purpose. Customer and Users must review material outputs, verify underlying sources and calculations, and obtain authorized human approval before using an output for contracting, pricing, proposal submission, compliance certification, employment, financial reporting, legal action, or another consequential decision.
Customer will not represent AI-generated content as independently verified when it has not been reviewed. LCG may apply confidence indicators, source traceability, approval routing, usage monitoring, and safety controls. LCG does not grant Customer rights in third-party content merely because it appears in an output. AI use remains subject to the Privacy Policy, applicable provider terms, and the governing agreement.
9. CONNECTED SERVICES
The Services may interoperate with Google Workspace, QuickBooks Online, identity providers, electronic-signature systems, accounting, CRM, budgeting, storage, payment, and other third-party services. Customer authorizes LCG to exchange information with a connected service within the permissions Customer approves. Customer is responsible for its third-party accounts and provider terms. LCG does not control and is not responsible for third-party availability, security, data practices, price changes, or actions.
Google API data is used in accordance with the Google API Services User Data Policy, including Limited Use requirements. Provider authorization may be revoked. Disconnection may prevent calendar, email, file, accounting, payment, signature, or synchronization functions from operating. Authoritative accounting records remain in the designated accounting system unless a signed agreement states otherwise.
10. FEES, TAXES, PAYMENT, AND RENEWAL
Fees, billing cadence, milestones, deposits, expenses, discounts, credits, payment terms, renewal terms, and cancellation rights are stated in the applicable order, quote, service agreement, or statement of work. Except as expressly provided, fees are noncancelable and nonrefundable once the applicable service period or work begins. Customer is responsible for applicable taxes other than taxes on LCG’s net income.
Past-due undisputed amounts may accrue lawful interest and may result in suspension after notice. Customer must notify LCG of a good-faith billing dispute promptly and provide sufficient detail. The parties will continue performing undisputed obligations while working to resolve the dispute. Recurring Services renew only as stated in the governing agreement; these Terms do not independently create automatic renewal.
11. CONFIDENTIALITY
Each party may receive nonpublic information that a reasonable person would understand to be confidential. The receiving party will use Confidential Information only for the relationship, protect it with reasonable care, and disclose it only to representatives who need to know and are bound by appropriate obligations. Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, independently developed without use of the information, lawfully received from a third party without duty, or made public without breach.
A receiving party compelled to disclose Confidential Information will, where legally permitted, provide prompt notice and reasonable assistance so the disclosing party may seek protection. Specific nondisclosure, procurement-integrity, security, and data-handling requirements in a signed agreement control over this general section.
12. INTELLECTUAL PROPERTY AND FEEDBACK
LCG and its licensors own the Services and all related intellectual-property rights. Customer owns Customer Data and Customer-specific deliverables only to the extent stated in the governing agreement. Third-party and public-source materials remain subject to their respective rights, licenses, and attribution requirements.
If Customer provides suggestions or feedback, Customer grants LCG a perpetual, worldwide, royalty-free right to use the feedback without identifying Customer or disclosing Customer Confidential Information. LCG may create and use aggregated or deidentified information for lawful operations, security, analytics, and service improvement, provided it is not reasonably capable of identifying Customer or an individual.
13. SECURITY AND PRIVACY
LCG will maintain reasonable safeguards appropriate to the Services and information. Customer acknowledges that no system is completely secure. Customer must implement reasonable endpoint, network, identity, access, and personnel controls and promptly report incidents. LCG’s processing of Personal Information is governed by the Privacy Policy and any applicable signed data or security addendum.
14. SUSPENSION AND TERMINATION
LCG may suspend access when reasonably necessary to address a security threat, unlawful activity, material breach, nonpayment, provider restriction, or risk to the Services or another party. When practicable, LCG will provide notice and an opportunity to cure. Either party may terminate as provided in the governing agreement. If no separate termination provision applies, either party may terminate an unpaid account upon notice, and a party may terminate for an uncured material breach after thirty days’ written notice, except that a breach incapable of cure or presenting immediate security or legal risk may justify immediate termination.
Upon termination, access and entitlements end. Accrued payment obligations and provisions concerning confidentiality, intellectual property, disclaimers, liability, indemnification, dispute resolution, record retention, and other terms that by nature should survive will survive. Customer may request an available export within the period stated in the governing agreement or, if none, within thirty days after termination, subject to payment and legal restrictions.
15. WARRANTIES AND DISCLAIMERS
LCG warrants that professional services will be performed in a professional and workmanlike manner consistent with the applicable statement of work. Customer’s exclusive remedy for breach of that warranty is re-performance of the affected service, provided Customer gives prompt written notice and reasonable detail.
EXCEPT FOR EXPRESS WARRANTIES IN A SIGNED AGREEMENT, THE SERVICES, DATA, SOURCES, MODELS, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LCG DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND RESULTS. LCG DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THAT EVERY SOURCE WILL BE AVAILABLE OR CURRENT, OR THAT USE WILL PRODUCE AN AWARD, SAVINGS, COMPLIANCE DETERMINATION, OR PARTICULAR BUSINESS RESULT.
16. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR AMOUNTS OWED, MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, BREACH OF CONFIDENTIALITY, FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE TO LCG FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. A SIGNED AGREEMENT MAY ESTABLISH A DIFFERENT ALLOCATION.
17. INDEMNIFICATION
Customer will defend and indemnify LCG and its personnel against third-party claims arising from Customer Data, Customer’s unlawful or unauthorized use, Customer’s breach of Section 5 or 6, or Customer’s violation of another party’s rights. LCG will defend and indemnify Customer against a third-party claim that LCG-owned software, when used as authorized, directly infringes a United States patent, copyright, or trademark, subject to customary exclusions and LCG’s right to modify, replace, obtain rights, or terminate the affected feature with a prorated refund of prepaid unused fees. The indemnified party must provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, subject to reasonable protections.
18. GOVERNING LAW AND DISPUTES
Unless a signed agreement or applicable government instrument requires otherwise, these Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles. Before filing a claim, the parties will provide written notice and attempt in good faith for at least thirty days to resolve the dispute through authorized business representatives. Subject to any mandatory procurement or statutory forum, exclusive venue lies in the state or federal courts located in Collin County, Texas, and each party consents to jurisdiction. Either party may seek temporary or injunctive relief to protect confidentiality, security, or intellectual-property rights.
19. ELECTRONIC COMMUNICATIONS AND SIGNATURES
Customer consents to receive operational, legal, security, billing, and service communications electronically at the addresses associated with its account. Electronic signatures, click acceptance, and electronically retained records may be used to the extent permitted by law and the governing transaction. Marketing communications may be declined without affecting required operational notices.
20. GENERAL TERMS
Neither party may assign a governing agreement without the other party’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the obligations. Customer may not assign a government agreement contrary to applicable anti-assignment law. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. The parties are independent contractors; these Terms do not create a partnership, fiduciary relationship, franchise, or agency.
If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Failure to enforce is not waiver. Headings are for convenience. These Terms and incorporated instruments constitute the complete agreement concerning their subject matter and supersede prior inconsistent discussions. LCG may revise these Terms prospectively. Material changes will be communicated as required; continued use after the effective date constitutes acceptance where permitted.
21. CONTACT AND LEGAL NOTICES
Questions and notices concerning these Terms may be sent to Leath Consulting Group, LLC, Attn: Legal and Commercial Operations, 5000 El Dorado Pkwy, Suite 203, Frisco, Texas 75033; 945-276-1253; info@leathconsulting.com. Notices of breach, indemnity claims, or termination should state the relevant agreement, account, facts, and requested action.