LENZ CRM LLC
TERMS OF SERVICE
Last Updated: Effective Date: February 23, 2026 | Last Updated: February 23, 2026
These Terms of Service ("Terms") constitute a binding legal agreement between Lenz CRM LLC, a Nevada limited liability company("Lenz," "we," "us," or "our"), and the entity or individual subscribing to the Services ("Customer," "you," or "your"). These Terms govern your access to and use of Lenz’s call tracking, customer relationship management, marketing attribution, and related software-as-a-service platform (the "Services").
IMPORTANT: THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 19 THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.
Lenz CRM LLC | 732 S 6th St, Ste N, Las Vegas, NV 89101 | legal@lenzcrm.com
1. DEFINITIONS
"Authorized User" means any individual granted access to the Services by Customer, including attorneys, paralegals, intake specialists, and administrative staff.
"Call Data" means data generated through the call tracking features of the Services, including call recordings, transcripts, call metadata, and call source attribution data.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms or the Services, including Customer Data, Lenz’s proprietary technology and business information, pricing terms, and security configurations. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.
"Customer Data" means all data submitted to, generated by, or processed through the Services on behalf of Customer, including Call Data, CRM records, marketing attribution data, and any data relating to Customer’s clients or prospective clients.
"Data Processing Addendum (DPA)" means the data processing terms incorporated by reference into these Terms, available at lenzcrm.com/dpa, which governs Lenz’s processing of Customer Data.
"Documentation" means the user guides, help articles, API documentation, and other technical materials made available by Lenz at lenzcrm.com/docs.
"Google Integration Services" means features of the Services that integrate with Google Ads, Google Business Profile, Google Local Service Ads, and other Google platforms.
"Order Form" means the subscription order executed by Customer specifying the Services, subscription term, pricing, and any additional terms.
"Services" means Lenz’s SaaS platform, including call tracking and recording, CRM, marketing attribution, reporting, integrations, and any related features, tools, and APIs, as further described in the applicable Order Form and Documentation.
"Subscription Term" means the period during which Customer is authorized to access the Services, as specified in the applicable Order Form or, for self-service subscriptions, the billing period selected at sign-up.
"Usage Package" means additional call minutes, phone numbers, number pools, or other usage-based resources purchased by Customer beyond the base subscription.
2. ACCEPTANCE AND FORMATION
By creating an account, executing an Order Form, or otherwise accessing or using the Services, Customer agrees to be bound by these Terms, the Privacy Policy, the Data Processing Addendum, and any applicable Order Form (collectively, the "Agreement"). If Customer is entering into these Terms on behalf of a legal entity, the individual accepting represents and warrants that they have authority to bind such entity. If Customer does not agree to these Terms, Customer must not access or use the Services.
In the event of a conflict between these Terms and an Order Form, the Order Form shall control with respect to the specific Services covered by that Order Form. In the event of a conflict between these Terms and the DPA, the DPA shall control with respect to data processing matters.
3. DESCRIPTION OF SERVICES
3.1 Core Services
Subject to Customer’s compliance with these Terms and payment of applicable fees, Lenz grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the following Services during the Subscription Term:
- Call Tracking and Recording: Provisioning and management of tracking phone numbers; call routing, recording, and automated transcription; call source attribution linking inbound calls to marketing campaigns, keywords, and advertising channels; call analytics and reporting.
- Customer Relationship Management (CRM): Lead and contact management; case intake tracking; communication logging; task management; pipeline and status tracking; and reporting.
- Marketing Attribution and Analytics: Multi-channel attribution modeling; campaign performance reporting; conversion tracking; return-on-investment analysis; and integration with advertising platforms.
- Integrations: Connectivity with Google Ads, Google Business Profile, Google Local Service Ads, and Customer-designated third-party case management and marketing systems, as supported by the Services.
3.2 Service Modifications
Lenz may modify, update, or enhance the Services from time to time. Lenz will use commercially reasonable efforts to notify Customer of material changes that reduce core functionality. If a material change materially and adversely affects Customer’s use of the Services, Customer may terminate the affected subscription in accordance with Section 16.
4. ACCOUNT REGISTRATION AND ACCESS
Customer must provide accurate and complete information during registration and maintain the accuracy of such information. Customer is responsible for all activity under its account, including actions by Authorized Users. Customer shall ensure that Authorized Users comply with these Terms and shall be liable for any breach by an Authorized User. Customer shall promptly notify Lenz of any unauthorized access to or use of its account at security@lenzcrm.com.
Customer may provision Authorized User accounts in accordance with the access levels and seat limits specified in the applicable Order Form. Customer is responsible for assigning appropriate access roles and permissions to Authorized Users based on their job functions.
5. FREE TRIAL
Lenz may offer a free trial period of fourteen (14) days (the "Trial Period"). A valid credit card is required to initiate the Trial Period. At the conclusion of the Trial Period, the subscription will automatically convert to a paid subscription at the plan and pricing selected during sign-up, unless Customer cancels prior to the expiration of the Trial Period.
Lenz will send Customer an email notification at least three (3) days prior to the expiration of the Trial Period reminding Customer of the upcoming conversion. Customer may cancel at any time during the Trial Period through the account settings in the Services or by contacting support@lenzcrm.com, and no charges will be incurred.
The Services provided during the Trial Period are provided "AS IS" without any warranty or service level commitment. Lenz reserves the right to modify or discontinue free trials at any time.
6. FEES, BILLING, AND PAYMENT
6.1 Subscription Fees
Customer shall pay the subscription fees specified in the applicable Order Form or, for self-service subscriptions, as displayed at the time of sign-up. Fees are quoted in United States Dollars.
Monthly Plans: Billed monthly in advance on the anniversary of the subscription start date.
Annual Plans: Billed annually in advance. Annual plans include a ten percent (10%) discount off the equivalent monthly rate.
6.2 Auto-Renewal
Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. For monthly plans, cancellation must be submitted at least five (5) business days prior to the next billing date. Lenz will send renewal reminder notices at least fifteen (15) days prior to annual renewal dates.
6.3 Usage-Based Charges
Usage Packages (additional call minutes, phone numbers, number pools, SMS credits, and similar resources) are billed in accordance with the applicable rate schedule. Usage-based charges are invoiced monthly in arrears for the preceding billing period. Overage charges for usage exceeding the Customer’s included allocation will be billed at the overage rates specified in the applicable Order Form or rate schedule.
6.4 Payment Terms
All fees are due and payable upon receipt of invoice. For self-service subscriptions, fees are charged to the credit card on file. For enterprise subscriptions, payment is due within thirty (30) days of invoice date unless otherwise specified in the Order Form. Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.
6.5 Taxes
All fees are exclusive of applicable sales, use, value-added, and other taxes. Customer is responsible for all taxes, excluding taxes based on Lenz’s net income. If Lenz is required to collect taxes, such taxes will be itemized on the invoice.
6.6 Fee Changes
Lenz may increase fees upon at least sixty (60) days’ prior written notice to Customer. Fee increases will take effect at the start of the next Subscription Term following the notice period. Customer may reject a fee increase by providing written notice of non-renewal prior to the start of the affected Subscription Term.
7. 30-DAY MONEY-BACK GUARANTEE
New Customers subscribing for the first time are eligible for a full refund of subscription fees (excluding Usage Package charges and third-party pass-through costs) if the subscription is canceled within thirty (30) days of the initial subscription start date. This guarantee applies only to the initial subscription and does not apply to renewals, upgrades, or additional subscriptions.
To request a refund under this guarantee, Customer must contact support@lenzcrm.com within the thirty (30)-day period. Refunds will be processed to the original payment method within ten (10) business days.
8. USAGE PACKAGES AND NON-REFUNDABLE CHARGES
Usage Packages, including additional call minutes, phone numbers, number pools, SMS credits, and similar usage-based resources, are non-refundable once provisioned or consumed. Unused minutes or credits do not roll over between billing periods unless otherwise specified in the applicable Order Form. Phone numbers released by Customer may not be recoverable after release.
9. CUSTOMER RESPONSIBILITIES AND COMPLIANCE OBLIGATIONS
Customer acknowledges that the Services are designed for use by law firms and legal professionals and that Customer bears significant compliance obligations in connection with its use of the Services. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICES COMPLIES WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
9.1 Call Recording Compliance
Federal and State Wiretapping Laws: Customer is solely responsible for compliance with the federal Telephone Consumer Protection Act (TCPA), the Electronic Communications Privacy Act (ECPA), and all applicable state wiretapping, eavesdropping, and call recording consent statutes. Customer acknowledges that:
- Call recording laws vary by jurisdiction. Some states require the consent of all parties to a call ("two-party" or "all-party" consent states), including but not limited to California, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Pennsylvania, and Washington.
- Customer is responsible for determining the applicable consent requirements for each call and for ensuring that appropriate consent is obtained before recording.
- Lenz provides configurable call announcement and consent prompt features. Customer is solely responsible for enabling, configuring, and maintaining these features in accordance with applicable law.
- Lenz does not provide legal advice regarding call recording compliance. Customer should consult with legal counsel to determine its obligations.
- Lenz expressly disclaims all liability for Customer’s failure to obtain required consent or to comply with applicable call recording laws.
9.2 Advertising and Marketing Compliance
Customer is solely responsible for ensuring that all advertising and marketing activities conducted through or in connection with the Services comply with applicable law, including:
- State bar advertising rules and rules of professional conduct applicable to attorney advertising
- Federal Trade Commission (FTC) advertising standards, including requirements for truthful and non-deceptive advertising
- Google Ads policies, Google Business Profile guidelines, and Local Service Ads terms of service
- The Telephone Consumer Protection Act (TCPA) with respect to any outbound calling or texting campaigns
- The CAN-SPAM Act and applicable state anti-spam laws with respect to any email marketing
9.3 Data Protection Compliance
As the data controller with respect to Customer Data, Customer is responsible for:
- Complying with applicable data protection and privacy laws, including the California Consumer Privacy Act (CCPA) and other state privacy statutes
- Providing required privacy notices to individuals whose data is processed through the Services
- Obtaining any consents required for the collection, use, and processing of Personal Information through the Services
- Responding to data subject access, deletion, and other rights requests, with Lenz’s assistance as described in the DPA
- Maintaining an appropriate privacy policy on Customer’s website that accurately describes the use of Lenz tracking technologies and call recording
9.4 Professional and Ethical Obligations
Customer acknowledges that the use of cloud-based services to store and process client data, including potential attorney-client privileged communications, may implicate professional responsibility obligations under applicable rules of professional conduct. Customer is solely responsible for evaluating these implications and ensuring that its use of the Services is consistent with its ethical obligations, including duties of competence, confidentiality, and supervision.
10. ACCEPTABLE USE POLICY
Customer shall not, and shall not permit any Authorized User or third party to:
- Use the Services in violation of any applicable law, regulation, or third-party right
- Use the Services to make or facilitate unsolicited calls, robocalls, or telemarketing in violation of the TCPA or applicable state law
- Attempt to gain unauthorized access to the Services, other accounts, or Lenz’s systems or networks
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
- Resell, sublicense, or make the Services available to third parties except as expressly permitted
- Use the Services to store or transmit malicious code, viruses, or harmful content
- Interfere with or disrupt the integrity, performance, or availability of the Services
- Use the Services to conduct competitive benchmarking or analysis without Lenz’s prior written consent
- Use automated means (bots, scrapers) to access the Services except through Lenz’s published APIs in accordance with applicable rate limits
- Remove, alter, or obscure any proprietary notices or branding in the Services
Lenz reserves the right to suspend access to the Services immediately upon reasonable belief that Customer is in material violation of this Section. Lenz will provide notice of suspension and an opportunity to cure where commercially practicable.
11. INTELLECTUAL PROPERTY
11.1 Lenz Platform IP
Lenz and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, models, interfaces, Documentation, trademarks, and other intellectual property. These Terms do not grant Customer any ownership interest in the Services. All rights not expressly granted herein are reserved by Lenz.
11.2 Customer Data Ownership
Customer retains all right, title, and interest in and to Customer Data. Customer grants Lenz a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to provide the Services and as otherwise permitted under the Agreement. This license terminates upon deletion of Customer Data in accordance with Section 17.
11.3 Aggregated Data
Lenz may generate aggregated, de-identified data derived from Customer Data and usage of the Services ("Aggregated Data"). Lenz owns all rights in Aggregated Data. Aggregated Data will not identify Customer, any Authorized User, or any individual data subject.
11.4 Feedback
If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Lenz may use such Feedback without restriction or obligation. Customer assigns to Lenz all right, title, and interest in Feedback.
12. CONFIDENTIALITY
12.1 Obligations
Each party shall: (a) protect the other party’s Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted under the Agreement; and (c) use Confidential Information only for the purposes of performing obligations or exercising rights under the Agreement.
12.2 Permitted Disclosures
A party may disclose Confidential Information: (a) to its employees, contractors, advisors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms; (b) to Subprocessors to the extent necessary to provide the Services, subject to the terms of the DPA; and (c) as required by applicable law, regulation, or legal process, provided that the disclosing party provides prompt notice (where legally permitted) to allow the other party to seek protective measures.
12.3 Enhanced Protections for Customer Data
Lenz acknowledges that Customer Data may include information subject to attorney-client privilege, work product protections, or other legal confidentiality obligations. Lenz shall treat all Customer Data as Confidential Information of Customer and shall not access, use, or disclose Customer Data except as necessary to provide the Services or as otherwise expressly authorized by Customer. Lenz’s obligations with respect to Customer Data shall survive termination of the Agreement.
12.4 Duration
Confidentiality obligations under this Section survive termination or expiration of the Agreement for a period of three (3) years, except that obligations with respect to trade secrets survive for as long as the information qualifies as a trade secret under applicable law, and obligations with respect to Customer Data survive indefinitely.
13. DATA PROCESSING AND PRIVACY
Lenz’s processing of Customer Data is governed by the Data Processing Addendum (DPA), incorporated by reference and available at lenzcrm.com/dpa. The DPA addresses data processing scope and instructions, security measures and technical safeguards, subprocessor management, data subject rights assistance, data breach notification, data retention and deletion, audit rights, and cross-border transfer mechanisms. Lenz’s collection and use of data is further described in the Privacy Policy available at lenzcrm.com/privacy.
14. THIRD-PARTY SERVICES AND PASS-THROUGH TERMS
14.1 Google Platform Terms
Customer’s use of the Google Integration Services is subject to Google’s applicable terms, including the Google Ads Terms of Service, Google Business Profile Terms, and Google Local Service Ads Terms. Customer is responsible for reviewing and complying with all applicable Google terms. Lenz is not responsible for changes to Google’s platforms, policies, or terms that may affect the availability or functionality of the Google Integration Services.
14.2 Twilio
The call tracking and telephony features of the Services are powered by Twilio’s telecommunications infrastructure. Customer’s use of these features is subject to Twilio’s Acceptable Use Policy. Customer shall not use the Services to make or facilitate communications that violate Twilio’s AUP or applicable telecommunications regulations.
14.3 Stripe
Payment processing is provided by Stripe. Customer’s payment information is processed and stored in accordance with Stripe’s privacy policy and PCI DSS requirements. Lenz does not store full credit card numbers on its own systems.
14.4 Case Management Integrations
Where Customer configures integrations with third-party case management systems, Customer is responsible for: (a) reviewing the privacy and security practices of such systems; (b) ensuring that the transfer of Customer Data to such systems complies with applicable law and Customer’s professional obligations; and (c) configuring integration settings appropriately. Lenz is not responsible for the acts or omissions of third-party case management providers.
14.5 Third-Party Disclaimer
LENZ DOES NOT WARRANT, ENDORSE, OR GUARANTEE THE PERFORMANCE, AVAILABILITY, OR SECURITY OF ANY THIRD-PARTY SERVICE. CUSTOMER’S USE OF THIRD-PARTY SERVICES IS AT CUSTOMER’S OWN RISK AND SUBJECT TO THE APPLICABLE THIRD-PARTY TERMS.
15. SERVICE AVAILABILITY
Lenz will use commercially reasonable efforts to maintain the availability of the Services. Lenz targets a monthly uptime percentage of ninety-nine and five-tenths percent (99.5%) for core platform features, measured as the total minutes in a calendar month minus unplanned downtime, divided by the total minutes in the month. Scheduled maintenance windows will be communicated at least forty-eight (48) hours in advance where feasible and will be scheduled during off-peak hours.
Downtime caused by the following is excluded from availability calculations: (a) scheduled maintenance; (b) force majeure events; (c) Customer’s equipment, software, or network connections; (d) third-party service outages (including Google, Twilio, and AWS); and (e) Customer’s acts or omissions.
If Lenz fails to meet the availability target for two (2) consecutive months, Customer may, as its sole remedy, terminate the affected subscription upon written notice and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term.
16. TERM AND TERMINATION
16.1 Term
These Terms are effective as of the date Customer first accesses or uses the Services and continue until all subscriptions have expired or been terminated.
16.2 Termination for Convenience
Either party may elect not to renew a subscription by providing written notice in accordance with Section 6.2. Monthly subscriptions may be canceled at any time; cancellation takes effect at the end of the current billing period. Annual subscriptions continue through the end of the then-current annual term.
16.3 Termination for Cause
Either party may terminate the Agreement immediately upon written notice if: (a) the other party commits a material breach that remains uncured for thirty (30) days after written notice specifying the breach; (b) the other party becomes insolvent, files for bankruptcy, or ceases operations; or (c) the other party violates applicable law in a manner that materially affects the Agreement.
Lenz may suspend or terminate Customer’s access immediately and without prior notice if: (a) Customer’s use of the Services poses a security risk to the Services or other customers; (b) Customer’s account is thirty (30) or more days past due; or (c) suspension or termination is required by law or by a third-party provider’s terms.
16.4 Effect of Termination
Upon termination or expiration:
- Customer’s right to access the Services terminates immediately (or at the end of the current billing period for termination for convenience).
- Customer shall pay all fees accrued through the effective date of termination.
- Lenz will make Customer Data available for export for thirty (30) days following the effective date of termination, after which Customer Data will be deleted in accordance with the Privacy Policy.
- All phone numbers provisioned for Customer will be released thirty (30) days after termination. Lenz cannot guarantee the availability of phone numbers after release.
16.5 Survival
The following Sections survive termination or expiration of the Agreement: 1 (Definitions), 6.4-6.5 (Payment Terms, Taxes), 8 (Non-Refundable Charges), 9 (Customer Responsibilities), 11 (Intellectual Property), 12 (Confidentiality), 13 (Data Processing), 17.2 (Post-Termination Data), 18 (Indemnification), 19 (Dispute Resolution), 20 (Limitation of Liability), 21 (Warranty Disclaimers), and 24 (General Provisions).
17. DATA EXPORT AND DELETION
17.1 Data Export
During the Subscription Term and for thirty (30) days following termination, Customer may export Customer Data through the Services’ export features or API. Lenz will provide reasonable assistance with data export upon request. Exported data will be provided in standard, machine-readable formats (CSV, JSON, or WAV/MP3 for call recordings).
17.2 Post-Termination Deletion
After the thirty (30)-day post-termination export period, Lenz will delete Customer Data from production systems within sixty (60) days. Residual copies in encrypted backups will be overwritten in accordance with Lenz’s backup rotation schedule, not to exceed ninety (90) additional days. Lenz will provide written confirmation of deletion upon Customer’s request.
18. INDEMNIFICATION
18.1 Customer Indemnification
Customer shall indemnify, defend, and hold harmless Lenz and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Customer’s breach of these Terms; (b) Customer’s violation of applicable law, including call recording, advertising, and data protection laws; (c) Customer Data or Customer’s use of the Services in violation of any third-party right; or (d) the acts or omissions of Customer’s Authorized Users.
18.2 Lenz Indemnification
Lenz shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Services, as provided by Lenz and used in accordance with these Terms, infringe a valid United States patent, copyright, or trademark. If the Services become, or in Lenz’s reasonable opinion are likely to become, the subject of an infringement claim, Lenz may, at its option: (a) obtain the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate the affected subscription and refund prepaid fees for the unused portion of the Subscription Term.
18.3 Indemnification Procedures
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (delay does not relieve the indemnifying party except to the extent of actual prejudice); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim that imposes obligations on the indemnified party without the indemnified party’s prior written consent.
19. DISPUTE RESOLUTION
19.1 Informal Resolution
Before initiating formal dispute resolution, the parties shall attempt in good faith to resolve any dispute through informal negotiation. A party seeking resolution shall provide written notice describing the dispute. The parties shall negotiate for at least thirty (30) days before either party may initiate arbitration.
19.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to the Agreement that is not resolved through informal negotiation shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Clark County, Nevada. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
19.3 Class Action Waiver
CUSTOMER AGREES THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If any court or arbitrator determines that the class action waiver set forth in this Section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provisions shall be deemed null and void, and the parties shall be deemed to have not agreed to arbitrate disputes.
19.4 Exceptions
Notwithstanding the foregoing, either party may: (a) seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information; (b) bring claims in small claims court if the claim qualifies; or (c) bring claims that cannot be arbitrated as a matter of applicable law.
19.5 Cost Allocation
Each party shall bear its own attorneys’ fees and costs. AAA filing fees and arbitrator fees shall be shared equally, except that Lenz will reimburse Customer’s share of filing fees if Customer’s total claim is less than ten thousand dollars ($10,000).
20. LIMITATION OF LIABILITY
20.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20.2 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER TO LENZ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
20.3 Carve-Outs
The limitations in Sections 20.1 and 20.2 shall not apply to: (a) either party’s indemnification obligations under Section 18; (b) either party’s breach of its confidentiality obligations under Section 12; (c) Customer’s payment obligations; (d) liability arising from a party’s willful misconduct or gross negligence; or (e) liability that cannot be limited under applicable law.
21. WARRANTY DISCLAIMERS
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LENZ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LENZ DOES NOT WARRANT THAT:
- THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE;
- THE SERVICES WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS;
- CALL RECORDINGS OR TRANSCRIPTS WILL BE COMPLETE, ACCURATE, OR FREE FROM ERRORS;
- MARKETING ATTRIBUTION DATA WILL BE FULLY ACCURATE OR COMPLETE, AS ATTRIBUTION IS SUBJECT TO INHERENT LIMITATIONS OF TRACKING TECHNOLOGIES;
- THIRD-PARTY INTEGRATIONS (INCLUDING GOOGLE ADS, GOOGLE BUSINESS PROFILE, AND LOCAL SERVICE ADS) WILL REMAIN AVAILABLE OR FUNCTION AS EXPECTED; OR
- THE SERVICES WILL COMPLY WITH THE SPECIFIC REGULATORY REQUIREMENTS APPLICABLE TO CUSTOMER’S JURISDICTION OR PRACTICE AREA.
22. HIPAA AND PROTECTED HEALTH INFORMATION
THE SERVICES ARE NOT DESIGNED TO COMPLY WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) OR ITS IMPLEMENTING REGULATIONS. LENZ IS NOT A HIPAA-COVERED ENTITY OR BUSINESS ASSOCIATE. CUSTOMER SHALL NOT USE THE SERVICES TO STORE, PROCESS, OR TRANSMIT PROTECTED HEALTH INFORMATION (PHI) AS DEFINED BY HIPAA UNLESS A SEPARATE BUSINESS ASSOCIATE AGREEMENT HAS BEEN EXECUTED BETWEEN THE PARTIES.
Customers whose practice areas involve personal injury, medical malpractice, or other healthcare-related claims should evaluate whether the information they process through the Services constitutes PHI and should implement appropriate safeguards, including limiting the types of medical information entered into the CRM.
23. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform its obligations under the Agreement (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, wars, terrorism, labor disputes, power failures, internet disruptions, or failures of third-party telecommunications or hosting providers. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.
24. GENERAL PROVISIONS
24.1 Governing Law
The Agreement is governed by the laws of the State of Nevada, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
24.2 Entire Agreement
The Agreement (including these Terms, the Privacy Policy, the DPA, and any applicable Order Forms) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.
24.3 Amendments
Lenz may update these Terms from time to time. Material changes will be communicated to Customer via email at least thirty (30) days prior to the effective date. Continued use of the Services after the effective date constitutes acceptance. For enterprise customers with executed Order Forms, no amendment to these Terms shall materially diminish Customer’s rights during the current Subscription Term without Customer’s written consent.
24.4 Assignment
Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign the Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the Agreement.
24.5 Severability
If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
24.6 Waiver
No waiver of any provision of the Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall operate as a waiver thereof.
24.7 Notices
All notices under the Agreement shall be in writing and delivered by email (with confirmation of receipt), certified mail, or nationally recognized overnight courier. Notices to Lenz shall be sent to legal@lenzcrm.com and Lenz CRM LLC, 732 S 6th St, Ste N, Las Vegas, NV 89101. Notices to Customer shall be sent to the email address associated with Customer’s account or to the address specified in the applicable Order Form.
24.8 Independent Contractors
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship.
24.9 No Third-Party Beneficiaries
The Agreement does not create any third-party beneficiary rights, except that Lenz’s Subprocessors are intended third-party beneficiaries of the limitations of liability provisions to the extent they relate to claims arising from the Subprocessor’s provision of services.
24.10 Export Compliance
Customer shall comply with all applicable export control and sanctions laws and regulations in connection with its use of the Services. Customer represents that it is not located in, or a national or resident of, any country subject to comprehensive United States sanctions.
25. CONTACT INFORMATION
For questions about these Terms, please contact:
Lenz CRM LLC
732 S 6th St, Ste N, Las Vegas, NV 89101
General: legal@lenzcrm.com
Support: support@lenzcrm.com
Security: security@lenzcrm.com
Privacy: privacy@lenzcrm.com