LeadFi White Label Terms of Service
Effective Date: October 01, 2024
These Terms of Service (“Terms”) govern your participation as a reseller, distributor, or white label partner (“Partner”) of Momentum Mastery LLC, d/b/a LeadFi (“LeadFi,” “we,” “us,” or “our”). By entering into a reseller or white label relationship with LeadFi, you agree to be bound by these Terms, in addition to our general Terms of Service and Privacy Policy.
1. License & Authorized Use
1.1 Grant of License.
LeadFi grants Partner a limited, non-exclusive, non-transferable, non-sublicensable license to access, market, customize, brand, use, and resell LeadFi’s software, data products, and related services under Partner’s own brand as a white label or authorized reseller solution.
1.2 Reservation of Rights.
Except for the limited license granted herein, all intellectual property rights, including but not limited to software, platforms, data integrations, methodologies, and trademarks, remain the exclusive property of LeadFi. No title or ownership is transferred under these Terms.
2. Branding & Representation
2.1 Branding Rights.
Partner may market, promote, and brand the services under Partner’s name and logo. Partner is not required to publicly disclose the use of LeadFi’s underlying technology.
2.2 Prohibited Representations.
Partner shall not falsely represent or imply that it owns, developed, or exclusively controls the underlying technology, platform architecture, or proprietary data sources provided by LeadFi.
2.3 No Reverse Engineering.
Partner shall not decompile, reverse engineer, replicate, or create derivative works based on LeadFi’s technology.
3. Minimum Resale Pricing & Adjustments
3.1 Minimum Resale Prices.
Partner agrees not to advertise, market, or sell below the following minimum resale prices:
- Credit data: $1.30 per record
- Credit + Income & DTI data: $1.75 per record
3.2 Price Lock Period.
Pricing guaranteed for two (2) years, unless LeadFi incurs direct cost increases from primary data providers (including Experian, Equifax, or TransUnion).
3.3 Future Pass-Through Adjustments.
After the guaranteed period, prices may adjust proportionally if LeadFi’s own provider costs increase. LeadFi will provide at least 30 days’ written notice of such adjustments.
4. Confidentiality
4.1 Confidential Information.
Each party agrees to maintain the confidentiality of the other party’s proprietary and non-public information, including but not limited to technical data, pricing structures, business processes, customer lists, and strategic plans (“Confidential Information”).
4.2 Obligations.
Partner shall not disclose, distribute, or otherwise make available any of LeadFi’s Confidential Information to any third party except as required for fulfilling its obligations under these Terms.
4.3 Survival.
These confidentiality obligations survive termination of this Agreement indefinitely.
5. Compliance & Data Privacy
5.1 Legal Compliance.
Partner agrees to comply with all applicable local, state, federal, and international laws, regulations, and guidelines, including but not limited to the FCRA, CCPA, GDPR, and any equivalent data protection laws.
5.2 Data Security.
Partner shall implement and maintain appropriate technical and organizational measures to protect consumer data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
6. Support & Uptime Commitments
6.1 Partner Support Obligations.
Partner is responsible for providing Tier 1 support to its customers. LeadFi will provide reasonable Tier 2 escalation support.
6.2 Uptime Service Level.
LeadFi commits to 99.9% platform uptime, excluding planned maintenance or events beyond its reasonable control. Service credits may be provided for breaches of this SLA.
7. Indemnification & Limitation of Liability
7.1 Indemnification by Partner.
Partner agrees to indemnify, defend, and hold harmless LeadFi, its affiliates, officers, directors, employees, and agents against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from Partner’s use, marketing, or resale of the services, breach of these Terms, or violation of any applicable laws.
7.2 Limitation of Liability.
LeadFi’s total cumulative liability under these Terms is limited to the total fees paid by Partner in the preceding twelve (12) months. LeadFi shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, even if advised of the possibility of such damages.
8. Term & Termination
8.1 Term.
These Terms commence on the date Partner enters into a reseller or white label relationship with LeadFi and continue for one (1) year, automatically renewing for successive one-year periods unless either party provides 30 days’ written notice of non-renewal.
8.2 Termination for Cause.
LeadFi may terminate these Terms immediately upon written notice if Partner breaches any material obligation under these Terms, including underpricing, intellectual property misrepresentation, or non-compliance with applicable laws.
8.3 Effect of Termination.
Upon termination, Partner must immediately:
- Cease all marketing and resale activities related to LeadFi’s platform;
- Cease use of all related systems and confidential information;
- Permanently delete or return all confidential or proprietary materials upon request.
9. Governing Law & Dispute Resolution
9.1 Governing Law.
These Terms shall be governed by and construed under the laws of the State of California, without regard to conflicts of law principles.
9.2 Arbitration.
Any disputes arising out of or relating to these Terms shall be resolved by binding arbitration in San Diego County, California, conducted under the rules of the American Arbitration Association. Each party shall bear its own costs, and the prevailing party may recover reasonable attorneys’ fees.
10. Miscellaneous
10.1 Entire Agreement.
These Terms constitute the entire agreement between Partner and LeadFi regarding white label and reseller arrangements, superseding all prior or contemporaneous agreements, communications, and understandings.
10.2 Severability.
If any provision is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
10.3 Amendments.
Any modification of these Terms must be in writing and signed by both parties.