Terms of Service

1. Agreement to these terms

These Terms of Service (“Terms”) are a binding agreement between you — and the business you represent — and Performlytics Inc. (“Performlytics,” “we,” “us”), the company that operates LeadSeed (the “Service”). By creating an account or using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of a business, you confirm that you’re authorized to bind that business to these Terms. If you don’t agree, don’t use the Service.

2. Definitions

“Connected Account” means an account you authorize LeadSeed to access, such as a Google account. “Provisioned Assets” means the analytics properties, tag-management containers, lead spreadsheets, and similar resources LeadSeed creates or configures inside your Connected Accounts. “End Users” means visitors to your website whose interactions the tracking measures. “Ad Campaigns” means the Google Search campaigns LeadSeed creates in your Google Ads account during the Google Ads pilot, together with their daily budgets, ad groups, keywords, negative keywords, ads and ad extras; Ad Campaigns are Provisioned Assets. “Ad Spend” means the amount Google charges you for your ads.

3. Eligibility and your account

You must be at least 18, or the age of majority where you live if that is higher, and use the Service for business purposes. LeadSeed uses passwordless sign-in, which means anyone with access to your email account can access your LeadSeed account — so keep your email secure, and tell us promptly at privacy@myleadseed.com if you suspect unauthorized use.

4. What LeadSeed does

LeadSeed helps you build the data foundation for digital advertising. With your permission, it creates and configures analytics, tag-management, and lead-collection resources inside your own accounts, helps you install a tracking snippet on your website, sends conversion data to the advertising platforms you connect, and, if you join our Google Ads pilot, builds and runs Google Search Ad Campaigns in your own Google Ads account after you approve them. We may add, change, or remove features over time as the Service develops.

5. Your Connected Accounts and Provisioned Assets

You authorize us to access and act within your Connected Accounts solely to provide the Service. Provisioned Assets are created in your own accounts and belong to you; if you stop using LeadSeed, they remain yours. You can revoke our access at any time through the provider or within the app, though doing so may stop the Service from working. If an older Google Ads tag in a Tag Manager container you already have would count your leads twice, you authorize us to pause that one tag and publish the change, so each lead is counted once; we change nothing else in that container, and you can switch the tag back on at any time. You are responsible for complying with the terms of the platforms you connect (such as Google and the advertising platforms you connect) and for any fees those platforms charge you directly, including Ad Spend.

5A. The Google Ads pilot

(a) You approve first. We build an Ad Campaign only after you approve its plan in LeadSeed. It is created paused. Unless Go live is offered on your campaign page, switching it on is a separate step, taken by a person at LeadSeed, and only after you have approved the plan and billing is set up in your own Google Ads account — either because Google tells us it is, or, when Google does not report it to us, because you have told us you have added a payment method. When owner Go live is offered on your campaign page, your campaign stays paused after it is built and billing is in, until you press Go live. LeadSeed does not switch it on for you unless you ask us to, or our ads specialist needs to after a problem (for example, it was switched on outside LeadSeed). If the plan changes after you approve it, your approval no longer applies and we ask you again. We never switch on an Ad Campaign, and never set a daily budget higher than the one you approved, without your approval. So that calls and website leads can be counted, we switch on those two lead goals in your account’s conversion goals; we never switch off or remove a goal you already use, and switching ours on can also make your other campaigns count those leads if they follow your account’s default goals.

(b) Pausing and stopping. You can ask us to pause an Ad Campaign at any time, for any reason, by replying to any email from us or by booking a call. There is no notice period and no LeadSeed fee. A person at LeadSeed pauses it within one working day (a business day in Ontario) of your written request. You can also pause or remove it yourself at any time in your Google Ads account, which works instantly — so if you need it stopped sooner than one working day, pause it there. If a LeadSeed campaign is switched back on in Google while our records show it paused, our hourly spend check will pause it again — tell us and we’ll switch it on properly. Disconnecting Google from LeadSeed stops us managing your Ad Campaigns but does not stop them running, so pause them in Google Ads first. We also pause an Ad Campaign automatically if it spends more than twice the daily budget you approved in one day, or if it spends while it is meant to be paused; and we may pause one by hand — for example if its tracking stops working, or if Google flags a policy problem. When we pause an Ad Campaign we email you to say what happened, unless we have stopped all customer email while we deal with an incident.

(c) Ad Spend: you pay Google directly. Google bills you for your ads under your own agreement with Google, to the payment method you add in your own Google Ads account. LeadSeed never collects, holds, or pays your Ad Spend, and never sees your card — there is no payment field anywhere in LeadSeed. During the pilot, LeadSeed charges you nothing for the pilot itself. Under Google’s own rules, on a busy day Google can spend up to twice your average daily budget, and in a calendar month Google won’t charge you more than 30.4 times your average daily budget (30.4 is the average number of days in a month, and it is how your monthly budget becomes a daily one); those limits are Google’s, not ours. Our own spend check runs once an hour, so a campaign can spend above the budget you approved between checks. We tell you the smallest budget we can run well is about CA$300 a month; that is guidance, not a limit we enforce — we build to the budget you approve. You are responsible for all Ad Spend Google charges you, including spend that happens before a pause takes effect.

(d) Estimates are not promises. Any estimate we show you — a range of clicks, calls or forms, or a cost per lead — is based on Google’s planning data on the date shown and on assumptions we state next to it. It is an estimate, not a promise. We don’t guarantee any number of clicks, calls, forms, leads, customers or sales, any cost per lead, or that Google will approve or show your ads.

(e) Access for our ads specialist. You may choose to give our ads specialist access to your Google Ads account by adding their Google account as a user in Google Ads. You grant that access inside Google, not through LeadSeed, and you can remove it at any time in your Google Ads account. The specialist uses it only to work on the Ad Campaigns LeadSeed created. When they apply one of the suggestions in your weekly report, we record that it was applied. We will never ask for your Google password, and LeadSeed never signs in to your Google Ads account as you. Our ads specialist works for Performlytics, keeps your information confidential, and we are responsible for their work. We may also run campaigns for other businesses in your trade and area, including competitors; we never share your information or settings with them.

(f) Your Google cost and performance data. Your Google Ads account is yours, and you can sign in to it at any time to see your actual cost and performance data straight from Google. Our weekly reports show the exact amount Google charged for your LeadSeed Ad Campaigns, with no fees added, plus clicks, impressions, calls and forms, using Google’s own numbers. Reports cover the previous week, so they are always at least a day behind; your Google Ads account shows the latest numbers. The link we email you for a weekly report works for 90 days from the first day of the week it covers and then stops; we keep the report itself for as long as your account is active, so ask us and we can send you a copy. Your Google Ads account always has the full history. We’ll give you your Google Ads customer ID whenever you ask. If LeadSeed ever charges a management fee, we’ll tell you in writing before your first purchase and show it separately on every invoice. Google publishes a guide for businesses that work with a partner like us: Advertiser guide: Working with third parties.

(g) Your business details and your ads. You confirm that the business details you give us for your ads are true — including your address, phone number, hours, service area, licensing and any promotion — because they appear in your ads. You are responsible for your ads meeting Google’s advertising policies and the law, including any licensing rules for your trade. We may decline to run any claim we can’t support.

(h) It’s a pilot. The Google Ads pilot is an early-access feature (section 9). It is by invitation, may be limited to certain trades and areas, and we may end it at any time. If we end it, we will pause the Ad Campaigns LeadSeed runs, tell you, and leave them in your Google Ads account.

(i) If our mistake costs you ad money. If Google charges you more because LeadSeed made a mistake — we set a daily budget higher than the one you approved, switched on an Ad Campaign you hadn’t approved, or didn’t pause it within one working day of your written request — we’ll pay you back the extra: what Google charged above what it would have charged at the budget you approved, or after the time we promised to pause. The most we’ll pay back for all such mistakes in any 12 months is one month of your approved budget (your approved daily budget × 30.4). Our hourly spend check is a safety net, not a guarantee: it can be late or fail, for example if Google or our systems are down, so keep an eye on your Google Ads account too.

6. Acceptable use

You agree not to: use the Service on websites or accounts you don’t own or have permission to manage; violate any law or any connected platform’s terms; misuse, overload, interfere with, reverse-engineer, or attempt to gain unauthorized access to the Service; use the Service to collect data without the notices or consents required on your own site; or use the Service to deceive or harm End Users.

7. Your data and your End Users

You are responsible for the lead and customer data collected through the tracking we set up. In particular, you are responsible for posting a compliant privacy notice and, where required, a cookie or consent banner on your own website; obtaining any consent required to track your visitors and to send their data to advertising platforms; and otherwise handling your End Users’ data lawfully. You grant us the limited rights necessary to operate the Service and to configure your Connected Accounts on your behalf.

Lead details we handle for you. When your website sends a lead to LeadSeed, we handle that lead’s details only on your behalf and on your instructions, and only to provide the Service to you: adding the lead as a new row in the lead spreadsheet in your own Google account, emailing you an alert about it, and reporting the sales you mark to the advertising platforms you connect. We don’t use those details for any other purpose, we don’t sell them, and we don’t keep a copy of them. We protect them with the safeguards described in our Privacy Policy, which also explains exactly what passes through us, the copy of each alert our email provider keeps, and what we keep when you mark a sale. You remain responsible for that data as described above.

8. Fees and subscriptions (early access)

The Service is currently in early access. Some features are free or in preview, and paid subscription billing is not yet active. The Google Ads pilot is free: LeadSeed charges nothing for it, and your Ad Spend is billed to you by Google directly (section 5A). When paid plans launch, the fees, billing cycle, applicable taxes, and renewal and cancellation terms will be presented to you before you subscribe, and these Terms will apply to that subscription. We will give you notice before charging you.

9. Early-access and preview features

Parts of the Service are provided on an early-access or “beta” basis. They may be incomplete, may change or be discontinued, and may be less reliable than generally available features. Sections 12 and 13 apply to them in the same way as to the rest of the Service.

10. Intellectual property

We and our licensors own the Service, including its software, design, and the LeadSeed brand. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your business while these Terms are in effect. You keep ownership of your data and your Provisioned Assets. You may not copy, modify, resell, or create derivative works of the Service except as permitted by law.

11. Third-party services

The Service relies on and connects to third-party platforms we don’t control. We are not responsible for their availability, changes, or actions, or for any loss caused by them, and your use of those platforms is governed by their own terms.

12. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted or error-free, that it will meet your requirements, or that it will produce any particular advertising, traffic, click, call, lead, cost-per-lead, or revenue result, including any result shown in an estimate. We do not guarantee that any third party, including Google, will approve, maintain, or continue any account, resource, ad, or integration.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Performlytics and its team will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, revenues, data, or goodwill. We are not liable for Ad Spend, which Google charges under your agreement with Google, except as set out in section 5A(i). Nothing in these Terms limits our liability for gross negligence or wilful misconduct, or any liability the law does not allow us to limit. Apart from section 5A(i) and those exceptions, our total liability for any claim relating to the Service is limited to the greater of the amount you paid us in the twelve months before the claim or CAD $100. Some jurisdictions don’t allow certain limitations, so some of these may not apply to you.

14. Indemnification

You agree to indemnify and hold harmless Performlytics from claims by others, and the related damages, losses and reasonable legal fees, that arise from: your data, your websites and the business details you give us; ad claims you supply or approve; your End Users’ complaints about how you handle their data; or your breach of these Terms, of any law or of anyone’s rights — except to the extent caused by our breach of these Terms or our negligence.

15. Term and termination

These Terms apply while you use the Service. You may stop at any time by disconnecting your accounts and ceasing use. We may suspend or terminate your access if you breach these Terms, create risk or legal exposure for us or others, or if we discontinue the Service — generally with reasonable notice where practicable. On termination, your right to use the Service ends, but your Provisioned Assets remain in your own accounts, and we’ll provide a reasonable opportunity to export your account data where feasible. Ending your use of LeadSeed does not by itself stop your ads: deleting your LeadSeed account, or disconnecting Google, does not pause the Ad Campaigns LeadSeed created. Pause or remove them yourself in your Google Ads account, which takes effect right away, or ask us in writing before you stop using the Service and we will pause them within one working day. If we suspend or end your access, we’ll pause the Ad Campaigns LeadSeed runs (unless you ask us in writing not to), tell you, and remove our ads specialist’s access or ask you to remove it. Sections 5A(c), 5A(d), 5A(i), 7 and 10 to 18 continue to apply after these Terms end.

16. Changes to these terms

We may update these Terms as the Service evolves. We’ll post the updated Terms with a new “Last updated” date. For a material change, we’ll also email you at least 14 days before it takes effect, unless the law requires the change sooner or it only adds something in your favour. If you don’t agree, you can stop using LeadSeed before it takes effect; continuing after that means you accept it. A change never applies to a dispute that started before it took effect.

17. Governing law and disputes

These Terms are governed by the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The courts located in Ontario, Canada will have exclusive jurisdiction over any dispute, and you consent to their jurisdiction — except where mandatory local law gives you the right to bring a claim elsewhere. Either of us may also bring a claim in a small-claims court where you are based.

18. General

These Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a right is not a waiver of it. You may not assign these Terms without our consent; we may assign them to an affiliate or successor. Neither party is liable for delays or failures caused by events beyond its reasonable control. We may send notices to your account email; you can send notices to us at the contact below.

19. Contact

Performlytics Inc. (LeadSeed) — Runnymead Crescent, Oakville, ON L6M 1C5 — Ontario, Canada — privacy@myleadseed.com.