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Terms of Services for CookLeads

Effective Date: August 20, 2025

Please read these Terms of Services carefully. By signing up for a CookLeads account, using the Platform, or clicking “I Agree,” you acknowledge that you have read, understood, and agree to be legally bound by these terms. This is a legally binding agreement between you (“Subscriber” or “you”) and Humanzo Technologies Private Limited, a company registered in New Delhi, India (“CookLeads,” “we,” or “us”).

1. Scope of Agreement and Services

1.1. Platform

Subject to your full compliance with this Agreement, CookLeads grants you a limited, non-exclusive, non-transferable, and revocable right to access and use our proprietary software platform (“Platform”) and to use the data and information provided by the Services (“Output Data”). The Services include access to the Platform and, if provided, the API.

1.2. Purpose

The Services are provided solely for your internal, business-to-business (B2B) sales, marketing, and business development activities. Any use beyond this scope is strictly prohibited.

1.3. Order Form

This Agreement incorporates by reference any written or electronic order form signed by both Parties (“Order”), which specifies the scope, fees, and other commercial terms of the Services.

2. Account, Permitted Users, and Security

2.1. Account

To access the Services, you must create an account. You are responsible for all activities that occur under your account. You warrant that all information provided during registration is, and will remain, complete and accurate.

2.2. Permitted Users

You will ensure that only your employees or authorized subcontractors (“Permitted Users”) use the Services and that they comply with this Agreement. You are solely responsible for any breach of this Agreement by a Permitted User.

2.3. Security

You must immediately report any unauthorized access to your account to CookLeads. You are responsible for maintaining the confidentiality of your login credentials.

3. Prohibited Uses

You must not, and you will not allow any third party to, directly or indirectly:

  1. Copy, modify, or create derivative works of the Platform or the Output Data.
  2. Sell, license, or sublicense the Services or Output Data to any third party.
  3. Use any automated or programmatic method, including web scraping or data harvesting, to extract data from the Services, except for the authorized use of the API.
  4. Use the Services in a manner that violates any third party's rights, including privacy rights or intellectual property rights.
  5. Use the Output Data to promote illegal services, tobacco, adult content, gambling, hate speech, or to harass, libel, or defame any person.
  6. Use the Output Data for any unlawful “spam” or marketing activities, or to contact individuals registered on any "Do Not Call" registry.
  7. Disassemble, decompile, or reverse engineer any part of the Platform or attempt to discover its source code.
  8. Remove or alter any trademarks or proprietary notices related to the Services.
  9. Violate the rights of any third party to privacy or other rights.
  10. Use any “open source” or “copyleft” software in a manner that would require CookLeads to disclose the source code of the Platform.
  11. Transmit any malicious code (e.g., viruses, worms, malware) or other unlawful material in connection with the Platform.

4. API Terms

In the event that you are granted access to the CookLeads API, the following provisions shall apply:

  1. Limited Access: Your access to and use of the API is limited solely to the purpose of obtaining the Output Data.
  2. Responsibility: You are solely responsible for the security of your API key and for all costs, expenses, losses, and liabilities related to your use of the API.
  3. No Guarantee: CookLeads does not guarantee the API's availability or performance. We will use commercially reasonable efforts to restore any failure or malfunction, but such failure shall not be considered a breach of this Agreement.
  4. Prohibited Use: The prohibited uses set forth in Section 3 above shall apply to your use of the API. CookLeads reserves the right to suspend or terminate your API access at any time if we believe you are in breach of these terms.

5. Intellectual Property Rights

5.1. CookLeads' Ownership

The Platform, the Services, all intellectual property rights therein (including any improvements and derivative works), and the Output Data are and shall remain the sole property of Humanzo Technologies Private Limited or its licensors. This Agreement does not grant you any ownership rights.

5.2. Feedback

If you provide any feedback, suggestions, or ideas (“Feedback”) regarding the Services, all rights, including intellectual property rights in such Feedback, shall belong exclusively to CookLeads.

5.3. Subscriber Data

Any data you provide or upload to the Platform remains your sole property. You grant CookLeads a perpetual, non-exclusive, and royalty-free license to use your data for the purpose of providing, improving, and developing our Services.

6. Data Privacy and Compliance

6.1. Privacy Policy

Our Privacy Policy, available on our website, is incorporated into this Agreement by reference.

6.2. Compliance

You warrant that you will comply with all applicable laws, including data protection laws such as DPDP Act (India), GDPR (Europe), and CCPA (USA), when using the Services and the Output Data.

6.3. Controller-to-Controller

You acknowledge and agree that both you and CookLeads are separate and independent data “controllers” with respect to any personal data in the Output Data. You are solely and fully responsible for ensuring a legal basis for processing such data (e.g., legitimate interest, consent) and for complying with any applicable data subject rights requests (e.g., opt-out, unsubscribe, “Do Not Sell My Personal Information”).

6.4. Data Processing Agreement (DPA)

To the extent you require a DPA, you must contact us at legal@cookleads.com to execute one.

7. Warranties and Disclaimers

7.1. Warranties

Each Party represents and warrants that it has the full power and authority to enter into this Agreement.

7.2. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, AND THE OUTPUT DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COOKLEADS DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS. COOKLEADS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Subscription Fees and Payment

8.1. Payment Terms

The use of the Services is conditioned on your payment of the applicable subscription fees as set forth in your Order. All fees are payable in U.S. Dollars (USD) or as otherwise agreed.

8.2. Late Payments

Any amount not paid when due will accrue interest on a daily basis at the rate of 1.5% per month or the maximum rate permitted by law.

8.3. Taxes

All fees are exclusive of applicable taxes, levies, and duties.

8.4. Non-Refundable

All fees paid are non-refundable.

9. Limitation of Liability

9.1. MAXIMUM LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HUMANZO TECHNOLOGIES PRIVATE LIMITED'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO HUMANZO TECHNOLOGIES PRIVATE LIMITED IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2. EXCLUSION OF DAMAGES

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, DATA, OR PROFITS, WHETHER IN CONTRACT OR TORT.

10. Indemnification

You agree to indemnify and hold Humanzo Technologies Private Limited harmless from all claims, damages, fines, and liabilities arising from:

  1. Your use of the Services.
  2. Any breach of your representations or warranties under this Agreement.
  3. Any third-party claims related to your use of the Output Data, including claims by data subjects or supervisory authorities.

11. Term and Termination

11.1. Subscription Term

This Agreement is valid for the subscription term specified in your Order and will automatically renew for successive periods unless either party provides a written notice of non-renewal at least 30 days before the renewal date.

11.2. Termination for Breach

Either party may terminate this Agreement immediately if the other party materially breaches these terms and fails to cure the breach within 15 days of receiving written notice.

11.3. Effect of Termination

Upon termination, all licenses and rights granted to you will immediately cease. You must permanently delete all copies of the Output Data and any documentation. CookLeads reserves the right to delete all Subscriber Data on the Platform.

12. Client Reference

You agree that CookLeads may use your company name, logo, and a general description of your use of the Services in our marketing materials, including on our website's client list, presentations, and social media. This is a standard practice in the B2B industry.

13. Miscellaneous

  1. Governing Law: This Agreement shall be governed by and construed under the laws of New Delhi, India. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the courts located in New Delhi, India.
  2. Independent Contractors: The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship.
  3. Entire Agreement: This Agreement, including any Order and DPA (if applicable), constitutes the entire understanding between the Parties, superseding all prior agreements.
  4. Force Majeure: CookLeads is not liable for any delay or failure caused by events outside of our reasonable control, such as natural disasters, war, government actions, or pandemics.
  5. No Waiver: The failure of either party to enforce any right or take action against the other party in the event of a breach shall not be deemed a waiver of that right or action in the future.
  6. Headings: The headings in this Agreement are for convenience only and do not affect the interpretation of the terms.
  7. Updates: CookLeads reserves the right to update this Agreement at any time. Any changes will be effective 10 days after we notify you or post the revised Agreement. Your continued use of the Services after that time means you accept the changes.

By using the Services, you agree to these Terms of Services.