< OnLead.ai

OnLead.ai Terms of Use

Version: 1.2 (First Edition, second surgical revision) Date: 20 May 2026 Supersedes: v1.1 (20 May 2026), v1.0 (20 May 2026) Effective date: 10 May 2026 Governing entity: OnLead.ai (a trading name; entity to be incorporated in Texas, USA following the founder's relocation; until that time, the operator of the Site is Paul C. Wilson, sole proprietor, Cape Town, South Africa) Contact: paul@onlead.ai

These Terms of Use ("Terms") govern your access to and use of the OnLead.ai portfolio of products, services, AI systems, content, and any related domains (collectively, the "Site"). By accessing or using the Site, you agree to be bound by these Terms. If you do not agree, do not use the Site.

1. Definitions

1.1 "OnLead.ai," "we," "us," and "our" refer to the operator of the Site as identified above.

1.2 "User," "you," and "your" refer to any person or entity accessing or using the Site.

1.3 "Portfolio" means the OnLead.ai master brand and the Flows operated under it as documented in ONLEAD_AI.md (the portfolio strategy document, currently v1.3 dated 14 May 2026), including the standards bodies (IOCMI; ICO; ILT-body when launched), the Implementation Flows (ChangeLead.ai; InnovationLead.ai when launched; PMOLead.ai when launched; SprintBoard.ai), the knowledge layer (OnLead Academy), and the OnLead.ai master brand itself. The Portfolio also includes Convenor.ai (currently in evaluation as either a portfolio-wide tool or a tenth Implementation Flow per CONVENOR_AI.md Section 6.1) and any future Implementation Flow, Standards body, knowledge layer, or sibling brand launched under the OnLead.ai master brand and identified as such on the Site. Sibling spin-out brands operated on the same technical platform (such as VIPClone.ai) are governed by their own terms unless explicitly identified as Portfolio members.

1.4 "Content" means all text, methodology, frameworks, standards documents, software, AI outputs, designs, graphics, audio, video, code, schema, and other materials made available on or through the Site.

1.5 "AI Lead" means any AI persona operated by OnLead.ai, including Paul AI, ChangeLead, InnovationLead, PMOLead, the vertical Leads, the integrity Leads, Convenor.ai, and any future AI persona introduced under the OnLead.ai portfolio.

1.6 "Standards" means any methodology, framework, certification criteria, or normative document published by the standards bodies in the Portfolio (currently IOCMI and ICO, with ILT-body planned).

1.7 "Credential" means any certification awarded by a Portfolio standards body, including but not limited to MCC, PIC, CIC, MIC, MIC Mentor, and any future credential introduced.

1.8 "Partnership" means any commercial relationship between a User and OnLead.ai governed by a separate written partnership agreement.

2. Acceptance and Modification

2.1 Acceptance. By creating an account, submitting a form, downloading Content, engaging with an AI Lead, or otherwise using the Site, you accept these Terms.

2.2 Modification. OnLead.ai may revise these Terms at any time. Material changes will be notified to registered Users at least 14 days before they take effect. Continued use of the Site after the effective date constitutes acceptance of the revised Terms.

2.3 Effect of refusal. If you do not accept a revision, you must stop using the Site and may request deletion of your account and associated records per Section 10.

3. Eligibility

3.1 Age. The Site is not intended for persons under 18. By using the Site, you represent that you are at least 18 years old.

3.2 Capacity. You represent that you have the legal capacity to enter into these Terms and, where you act on behalf of an organisation, that you have the authority to bind that organisation.

3.3 Geographic restrictions and operational jurisdiction. The Site is operated from South Africa. The operational and legal jurisdiction shall transition to the United States (specifically the State of Texas) upon (a) OnLead.ai's formal incorporation as a Texas entity, and (b) thirty (30) days' written notice to Users of the transition. Until both conditions are satisfied, the Site remains operated under South African jurisdiction. Users in jurisdictions that prohibit access to or use of the Site, AI systems, or the underlying technologies must not use the Site.

3.4 Sanctions and prohibited persons. You represent that you are not listed on any sanctions list maintained by the United Nations, the United States, the European Union, the United Kingdom, or any other applicable authority, and that you are not located in a sanctioned jurisdiction.

4. Account and Identity

4.1 Identification. Some Site features require you to identify yourself by providing accurate information, including name, work email, role, and organisation. You agree that the information you provide is accurate, current, and complete, and that you will keep it up to date.

4.2 Work-email requirement. Where the Site requires a work email, you must provide an email associated with the organisation you represent. Free-mail providers (gmail.com, yahoo.com, outlook.com, hotmail.com, icloud.com, proton.me, aol.com and similar) are generally not accepted except under specifically authorised exceptions.

4.3 Account security. You are responsible for maintaining the confidentiality of any credentials issued to you and for all activity that occurs under your account. Notify OnLead.ai immediately of any unauthorised access.

4.4 No account sharing. Accounts are individual. You may not share account credentials with any other person. Organisations requiring team access must use OnLead.ai's organisation-account features where available or contact OnLead.ai for arrangement.

4.5 Impersonation. You may not impersonate any person, organisation, or AI Lead. Misrepresenting your identity, affiliation, or authority is grounds for immediate termination.

5. Acceptable Use

5.1 Permitted use. You may access the Site and use Content for your own internal evaluation, learning, professional practice, and (where licensed) commercial use, subject to these Terms and any product-specific terms.

5.2 Prohibited use. You may not, and may not permit any third party to:

  • (a) copy, reproduce, redistribute, sell, sublicense, rent, lease, or otherwise commercialise Content except as expressly permitted in writing by OnLead.ai;
  • (b) modify, translate, adapt, or create derivative works of Content except as expressly permitted;
  • (c) reverse engineer, decompile, disassemble, or attempt to derive the source code, training data, model weights, prompts, system instructions, or other proprietary internals of the Site, any AI Lead, or any Portfolio software, except to the limited extent applicable law expressly permits notwithstanding this restriction;
  • (d) extract, scrape, harvest, or systematically download Content by automated means, including web scrapers, crawlers, headless browsers, or any other automated retrieval technique, except for indexing by publicly recognised search engines acting in accordance with the Site's robots.txt;
  • (e) use the Site, AI Lead outputs, or Content to train, fine-tune, or develop any artificial intelligence model, machine-learning system, or competing service;
  • (f) attempt to extract prompts, system instructions, methodology details, or proprietary reasoning from any AI Lead through any technique, including prompt injection, jailbreaking, role-play coercion, or social engineering;
  • (g) attempt to bypass, disable, or interfere with any access control, rate limit, authentication, gate, or security feature of the Site;
  • (h) introduce malware, viruses, worms, ransomware, or any other malicious code into the Site;
  • (i) use the Site to transmit unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content;
  • (j) use the Site in any way that violates applicable law, including data protection law, intellectual property law, export-control law, anti-corruption law, or sanctions law;
  • (k) use Content to disparage, defame, or compete unfairly with OnLead.ai or its standards bodies, AI Leads, or partners;
  • (l) hold yourself out as a credentialed practitioner of any Portfolio Standard without holding a valid, current Credential issued by the relevant standards body;
  • (m) misrepresent AI Lead outputs as your own original work in any context where attribution materially matters, including academic, professional certification, or regulated-profession contexts;
  • (n) represent any AI Lead as a real human person to any third party, or misrepresent the constructed nature of an AI Lead persona to any client, customer, or other party.

5.3 Anti-extraction notice. OnLead.ai's Content, methodology, AI Lead behaviour, prompts, training corpus, and proprietary reasoning represent substantial investment and constitute trade secrets and confidential information. Any attempt to extract, copy, replicate, or derive these through reverse engineering, prompt extraction, scraping, model distillation, output mining, or any other technique is a serious breach of these Terms and may give rise to claims for damages, injunctive relief, and criminal liability under applicable computer-misuse and trade-secret laws.

5.4 Notification. If you become aware of any unauthorised use, extraction, or attempted breach of the Site by yourself or any third party, you must notify OnLead.ai promptly at paul@onlead.ai.

6. Intellectual Property

6.1 Ownership. OnLead.ai (or its licensors) owns all right, title, and interest in and to the Site and Content, including all intellectual property rights. No rights are granted to you except as expressly stated in these Terms.

6.2 Limited licence. Subject to your compliance with these Terms, OnLead.ai grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Site and Content for the permitted purposes described in Section 5.1.

6.3 Trademarks. "OnLead.ai," "IOCMI," "ICO," "ChangeLead.ai," "InnovationLead.ai," "PMOLead.ai," "SprintBoard.ai," "Convenor.ai," "MCC," "PIC," "CIC," "MIC," "MTC," "OCMx," and any related logos, taglines, and trade dress are trademarks of OnLead.ai or its affiliates. You may not use these marks without OnLead.ai's prior written consent except for fair-use references in accurate, non-misleading, non-disparaging editorial or academic contexts.

6.4 User submissions. Where you submit content to the Site (form entries, chat transcripts, partnership-inquiry responses, certification applications, course submissions), you grant OnLead.ai a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, sublicensable licence to use, reproduce, modify, distribute, display, and otherwise exploit such content for the purposes of:

  • (a) providing and operating the Site and services you have requested;
  • (b) improving OnLead.ai's products, methodology, and AI Leads, including training, fine-tuning, and quality assurance, subject to the data-protection provisions in Section 10 and any contractual restrictions in a Partnership agreement or paid-subscription agreement;
  • (c) compiling anonymised, aggregated insights for research, marketing, and product development;
  • (d) complying with legal obligations.

6.5 Feedback. Any suggestions, ideas, or feedback you provide to OnLead.ai are non-confidential and may be used by OnLead.ai without restriction or compensation.

6.6 Attribution. Where you reference OnLead.ai Content in your own work, provide accurate attribution to the source document (e.g., "IOCMI Methodology Standard, First Edition, 2026").

6.7 Standards licensing. Standards documents are made available under a licence that permits reading, citation in good faith, and use in accordance with the relevant Credential. Standards documents may not be republished, mirrored, or redistributed without prior written consent. The specific provisions governing each Standards body's brand application, credential mark usage, and standards-document treatment are set out in that body's Brand Standard, currently:

  • IOCMI Brand Standard, First Edition, Section 6 (credential mark usage) and the related treatment of standards documents and certification artefacts within that Brand Standard
  • ICO Brand Standard, First Edition, Sections 10.3 (certification artefacts), 10.4 (standards documents), and 10.6 (third-party citation)
  • ILT Brand Standard, First Edition (governing the credential mark substrate-neutrality and forthcoming credential-mark presentation specifics)

Additional content-licensing provisions specific to each Standards body are anticipated as a future surgical revision of that body's Brand Standard or its Product Standard. In the event of any conflict between these Terms and the provisions of the relevant Standards body's published Standards, the Standards body's published provisions prevail with respect to that body's documents.

7. AI Leads: Specific Terms

7.1 Nature of AI Leads. AI Leads are software systems that produce outputs in response to your inputs. AI Leads are not human professionals, do not constitute the rendering of regulated professional advice (legal, financial, medical, psychological, or otherwise), and do not establish a fiduciary, advisory, or professional-client relationship.

7.2 Nature of AI Lead personas. AI Leads are presented as named personas with distinct voices, registers, and discipline scopes (for example, "Paul AI," "ChangeLead," "InnovationLead," "RevenueLead," "AuditLead," and others). These personas are deliberately constructed characters operated by OnLead.ai. With one exception (described below), AI Lead personas are not based on any real, named individual and do not represent any specific living or deceased person.

The exception is Paul AI, which carries the name, voice clone, and elements of the personality of OnLead.ai's founder, Paul C. Wilson. Paul AI is operated under licence from the founder for that purpose (see Section 7.7 on voice cloning and likeness). All other AI Leads are entirely constructed personas authored by OnLead.ai. Any resemblance between an AI Lead's name, voice, or apparent attributes and any real person, living or deceased, is incidental except for the explicit licensed cases.

The persona construction does not diminish the methodology grounding of the AI Lead's outputs. Each AI Lead operates against documented Standards and a Body of Knowledge per Section 7.5 (Methodology grounding). The construction is at the level of presentation, register, and voice; the substance is grounded in real, published methodology.

7.3 AI persona transparency. AI Leads identify themselves as AI when asked. They do not pretend to be human or claim human identity, history, or experiences. You acknowledge that you understand you are interacting with an AI system and not a human, and that the named persona you are interacting with (other than the explicitly licensed Paul AI) is a constructed character.

7.4 Output limitations. AI Lead outputs may contain inaccuracies, omissions, or errors. You are responsible for verifying any AI Lead output before acting on it. OnLead.ai does not warrant the accuracy, completeness, or fitness for any particular purpose of AI Lead outputs.

7.5 Methodology grounding. AI Leads operate against documented methodology and Standards (the relevant "Body of Knowledge"). Where an AI Lead encounters a question outside its documented methodology, it will indicate so rather than fabricating a response. You should not rely on AI Lead outputs that the AI Lead has flagged as outside its documented methodology.

7.6 Prohibited AI Lead uses. You may not:

  • (a) use AI Lead outputs in any context that requires regulated professional sign-off (e.g., as legal advice, medical diagnosis, financial advice for which licensure is required, audit opinions);
  • (b) use AI Lead outputs to make decisions about employment, credit, insurance, housing, or other consequential matters affecting natural persons without independent human review;
  • (c) represent AI Lead outputs as your own original work in academic, certification, or professional-licensure contexts;
  • (d) attempt to extract AI Lead prompts, system instructions, methodology, or training data via any technique;
  • (e) use AI Lead outputs to develop, train, or improve competing AI systems.

7.7 Voice cloning and likeness. Certain AI Leads use voice synthesis based on human voice samples licensed for that purpose. The Paul Wilson voice (used by Paul AI and any other AI Lead operated under that voice from time to time) is a licensed voice clone of OnLead.ai's founder, Paul C. Wilson, produced via xAI Custom Voices and used exclusively under licence within the Portfolio. The voice itself, the underlying voice samples, the voice clone identifier (xAI voice ID assigned to OnLead.ai), and any derivative of the voice clone are proprietary to OnLead.ai. You may not, and may not permit any third party to:

  • (a) record any AI Lead's voice output by audio capture, screen recording, telephony interception, or any other means, except for your own personal review of a conversation in which you participated;
  • (b) extract, copy, reproduce, sample, or clone any AI Lead's voice for any purpose, including training, fine-tuning, or developing any voice synthesis system or any deepfake;
  • (c) impersonate any AI Lead's voice or Paul C. Wilson's voice through any voice-cloning system, AI model, or other technical means;
  • (d) use any recording of any AI Lead's voice in any public-facing context, including but not limited to marketing, social media, podcasts, advertising, or any commercial use, without OnLead.ai's prior written consent;
  • (e) attempt to extract the voice clone configuration, voice ID, or any other technical parameter of the voice synthesis.

Any breach of this Section 7.7 is a serious breach of these Terms and may give rise to claims under defamation, right-of-publicity, unfair competition, trade secret, and AI-specific impersonation statutes, including the developing body of US state law governing AI voice and likeness misappropriation.

7.8 Conversation records. AI Lead conversations are recorded for operational, quality-assurance, training, and audit purposes. By engaging an AI Lead, you consent to this recording. Records are handled per Section 10 (Privacy and Data Protection).

7.9 AI Lead availability. OnLead.ai does not guarantee continuous availability of any AI Lead. AI Leads may be subject to maintenance, retraining, updates, or retirement at OnLead.ai's discretion.

8. Standards Bodies and Credentialing

8.1 Standards bodies. IOCMI and ICO are recognised standards bodies within the OnLead.ai portfolio. The ILT-body is planned. Each body maintains its own published methodology, certification criteria, and code of conduct, available under that body's name.

8.2 Credential application. Application for a Credential is governed by the relevant Standards body's Certification Standard. Application is not a guarantee of award. The relevant Standards body's certification council retains discretion over credential award, conditional award, deferral, and refusal.

8.3 Credential maintenance. Holding a Credential requires ongoing compliance with the Standards body's code of conduct, continuing professional development requirements, and (where applicable) periodic recertification. Failure to maintain a Credential may result in suspension, revocation, or downgrade.

8.4 Credential representation. You may represent yourself as a holder of a Credential only while that Credential is current, active, and in good standing. Misrepresentation of credential status, expiry, or scope is grounds for revocation and may give rise to claims for damages.

8.5 No professional regulation. Credentials awarded by Portfolio Standards bodies are professional credentials issued by private standards bodies, not government licences. They do not authorise the rendering of any regulated profession unless the holder is independently authorised by the relevant regulator.

8.6 Credential fees. Credential application, examination, award, and recertification are subject to fees published by the relevant Standards body. Fees are non-refundable except as specifically stated in the Standards body's published refund policy.

8.7 AI substrate candidates. Certain Credentials accept both human and AI substrate candidates per the relevant Standards body's Certification Standard. AI candidates engage substrate-appropriate format adjustments; the Credential itself does not differ by substrate.

8.8 AI Lead persona vs AI substrate candidate. An AI Lead persona (as defined in Section 7.2) is distinct from an AI substrate candidate for a Credential (as defined in Section 8.7). The two concepts operate at different layers:

  • An AI Lead persona is a presentation construct: a named character with a voice, register, and discipline scope, authored and operated by OnLead.ai for the purpose of customer interaction.
  • An AI substrate candidate is a real AI system whose underlying capability is being assessed against a Credential's criteria by the relevant Standards body's certification council.

An AI Lead may hold a Credential where its underlying AI substrate has been assessed and certified. The Credential attaches to the substrate capability, not to the persona presentation. Where an AI Lead is described as credentialed, this means the substrate is certified; the persona is the presentation layer through which the credentialed capability is delivered.

9. Payments, Subscriptions, and Refunds

9.1 Pricing. Pricing for paid features, services, and Credentials is as published on the Site at the time of purchase. All prices are inclusive or exclusive of applicable taxes as stated.

9.2 Currency. Prices may be displayed in multiple currencies. The currency of charge is determined at checkout. Currency conversion fees imposed by your payment provider are your responsibility.

9.3 Subscriptions. Subscriptions auto-renew unless cancelled. You may cancel a subscription at any time effective from the end of the current billing period. Cancellation does not entitle you to a refund of the current period unless required by applicable law.

9.4 Refunds. Refunds are governed by the refund policy published on the Site for the relevant product or service. Where no specific policy is published, the default is no refund except as required by applicable consumer-protection law.

9.5 Failed payments. OnLead.ai may suspend access for failed payments after providing reasonable notice and opportunity to cure.

9.6 Tax. You are responsible for any applicable sales tax, VAT, GST, withholding tax, or other tax arising from your use of paid services, except for taxes on OnLead.ai's net income.

9.7 Pricing terms development. This Section 9 is the docking point for the detailed pricing terms, refund policy, scarcity-premium provisions, and tax-jurisdiction allocation that will be finalised once IOCMI Product Standard Section 3 (and the equivalent Product Standard sections of other Portfolio Standards bodies as they finalise) is locked. Until that lock, the general provisions of Sections 9.1 through 9.6 apply, with detailed product-specific terms governed by the pricing pages and order documents applicable to each product. A subsequent revision of these Terms, notified per Section 2.2, will introduce the detailed scarcity-premium and product-specific pricing terms.

10. Privacy and Data Protection

10.1 Privacy Policy. OnLead.ai's collection and use of personal information is governed by the OnLead.ai Privacy Policy, which is incorporated into these Terms by reference. By using the Site, you acknowledge the Privacy Policy.

10.2 Lawful basis. Where applicable data-protection law (including the South African Protection of Personal Information Act ("POPIA"), the EU General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act ("CCPA"), and the Texas Data Privacy and Security Act after the operational-jurisdiction transition per Section 3.3) requires a lawful basis for processing, OnLead.ai relies on:

  • (a) your consent, where freely given for marketing communications and optional features;
  • (b) the necessity of processing to perform a contract with you (operating the Site, providing AI Lead conversations, processing certification applications, fulfilling Standards downloads);
  • (c) OnLead.ai's legitimate interests in product development, security, fraud prevention, and improving the AI Leads, provided these are not overridden by your rights;
  • (d) compliance with legal obligations.

10.3 Data subject rights. Subject to applicable law, you have the right to access, correct, delete, restrict, port, and object to processing of your personal information. Requests may be made to paul@onlead.ai and will be responded to within statutory time limits.

10.4 Verbatim capture. OnLead.ai operates under a Verbatim Capture Rule whereby user statements that produce a record (form submissions, AI Lead conversation turns, certification application responses) are captured verbatim alongside the interpreted version, for source-of-truth integrity. By using the Site, you consent to verbatim capture. Verbatim records are treated with the same data-protection rigour as other personal information.

10.5 Sub-processors. OnLead.ai uses third-party sub-processors to operate the Site, including but not limited to:

  • Hosting and database: Supabase (operated by Supabase Inc.)
  • Deployment and CDN: Vercel (operated by Vercel Inc.)
  • Transactional email: Resend (operated by Resend Inc.)
  • AI text inference: Anthropic (operated by Anthropic PBC), xAI (operated by X.AI Corp), and other providers as documented in the Privacy Policy
  • AI voice synthesis and realtime voice agents: xAI Custom Voices and the xAI Grok Voice Agent API (both operated by X.AI Corp). Voice processing involves transmission of audio streams to xAI infrastructure for inference, separate from text inference flows.
  • Calendar and scheduling: Cal.com or similar

A current list of sub-processors is maintained in the Privacy Policy and updated as it changes.

10.6 International transfers. Personal information may be transferred to and processed in jurisdictions outside your country of residence, including the United States and the European Union. Where required, OnLead.ai implements appropriate safeguards including standard contractual clauses.

10.7 Retention. Personal information is retained for as long as necessary to operate the Site, fulfil services you have requested, and comply with legal obligations, after which it is deleted or anonymised.

10.8 Security. OnLead.ai implements reasonable technical and organisational measures to protect personal information. No system is perfectly secure; OnLead.ai does not warrant absolute security.

10.9 Breach notification. In the event of a personal-information breach likely to result in significant risk to data subjects, OnLead.ai will notify affected parties and the relevant regulator within statutory time limits.

11. Third-Party Services and Links

11.1 Third-party links. The Site may contain links to third-party websites and services. OnLead.ai is not responsible for the content, availability, or practices of third parties.

11.2 Third-party integrations. Where the Site integrates with third- party services (e.g., calendar tools, email providers, payment processors), your use of those services is governed by the third party's terms.

11.3 No endorsement. A link to a third party is not an endorsement.

12. Partnerships

12.1 Partnership inquiries. Partnership inquiries submitted through the Site are governed by these Terms during the inquiry and discussion phase.

12.2 Confidentiality. Information shared during partnership discussions is confidential and may not be disclosed, used for any purpose other than evaluating the prospective partnership, or used to compete with OnLead.ai.

12.3 Written partnership agreement required. No partnership relationship arises from an inquiry, a discussion, a Letter of Intent, or any oral representation. A partnership relationship arises only upon execution of a written partnership agreement signed by an authorised representative of OnLead.ai.

12.4 Pre-agreement obligations. Confidentiality obligations under Section 12.2 survive termination of partnership discussions and continue for three years from the last substantive discussion.

13. Suspension and Termination

13.1 By you. You may stop using the Site at any time. You may request deletion of your account by writing to paul@onlead.ai.

13.2 By OnLead.ai. OnLead.ai may suspend or terminate your access to the Site, in whole or in part, with or without notice, for any breach of these Terms, suspected fraud, security risk, abuse of AI Leads, attempted extraction, non-payment, or where required by law.

13.3 Effect of termination. Upon termination, your right to access the Site ceases. Sections that by their nature should survive termination (including Sections 5.2, 5.3, 6, 7.2, 7.6, 7.7, 8.8, 10, 12, 13, 14, 15, 16, 17, 18) shall survive.

13.4 No liability for termination. OnLead.ai is not liable to you or any third party for suspension or termination consistent with these Terms.

14. Disclaimers

14.1 As-is. THE SITE AND ALL CONTENT, AI LEAD OUTPUTS, STANDARDS, AND CREDENTIALS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

14.2 No warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONLEAD.AI DISCLAIMS ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, AND THAT DEFECTS WILL BE CORRECTED.

14.3 AI-specific disclaimer. ONLEAD.AI MAKES NO WARRANTY THAT AI LEAD OUTPUTS ARE ACCURATE, COMPLETE, CURRENT, OR FIT FOR ANY PARTICULAR PURPOSE. USERS ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING AI LEAD OUTPUTS BEFORE RELYING ON THEM.

14.4 No professional advice. NOTHING ON THE SITE CONSTITUTES LEGAL, FINANCIAL, MEDICAL, PSYCHOLOGICAL, OR OTHER REGULATED PROFESSIONAL ADVICE, EVEN WHERE PRODUCED BY AN AI LEAD WHOSE DOMAIN APPEARS RELATED. USERS REQUIRING PROFESSIONAL ADVICE SHOULD CONSULT A LICENSED PROFESSIONAL.

15. Limitation of Liability

15.1 Cap on direct damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONLEAD.AI'S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU PAID ONLEAD.AI IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ZAR 2,000 (or its USD equivalent post-jurisdictional-transition per Section 3.3).

15.2 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONLEAD.AI IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS; LOSS OF REVENUE; LOSS OF BUSINESS; LOSS OF DATA; LOSS OF GOODWILL; OR LOSS OF ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.3 Basis of bargain. The limitations in this Section 15 are a fundamental basis of the bargain between you and OnLead.ai and apply even if a limited remedy fails of its essential purpose.

15.4 Non-excludable rights. Nothing in these Terms excludes or limits liability that cannot be excluded or limited by applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

16. Indemnification

16.1 Indemnity. You agree to indemnify, defend, and hold harmless OnLead.ai, its officers, employees, agents, contractors, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:

  • (a) your use of the Site;
  • (b) your breach of these Terms;
  • (c) your violation of any applicable law;
  • (d) your infringement of any third-party right, including intellectual property rights;
  • (e) your misuse of AI Lead outputs;
  • (f) any content or information you submit to the Site;
  • (g) any misrepresentation by you of an AI Lead persona's nature or construction to any third party.

16.2 Control of defence. OnLead.ai may, at its election, assume the exclusive defence and control of any matter subject to indemnification, in which case you agree to cooperate at your expense.

17. Dispute Resolution and Governing Law

17.1 Governing law. These Terms are governed by the laws of the Republic of South Africa, without regard to conflict-of-laws principles. Upon both (a) OnLead.ai's formal incorporation as a Texas entity, and (b) thirty (30) days' written notice to Users delivered per Section 2.2, these Terms shall transition to be governed by the laws of the State of Texas, USA. Until both conditions are satisfied, South African law applies.

17.2 Informal resolution. Before bringing any formal claim, you agree to attempt to resolve the dispute informally by contacting OnLead.ai at paul@onlead.ai and providing reasonable particulars. The parties shall attempt to resolve the dispute in good faith within 30 days.

17.3 Jurisdiction. Subject to Section 17.4, any unresolved dispute shall be subject to the exclusive jurisdiction of the courts of Cape Town, Western Cape, South Africa (transitioning to the courts of Travis County, Texas, USA upon the conditions in Section 17.1 being satisfied).

17.4 Arbitration (post-jurisdictional-transition). Following the jurisdictional transition per Section 17.1, the parties agree that disputes shall be resolved by binding individual arbitration under the rules of the American Arbitration Association, except for claims for injunctive relief in respect of intellectual property, which may be brought in court. The arbitration shall take place in Austin, Texas. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING.

17.5 Injunctive relief. Notwithstanding any other provision of this Section 17, OnLead.ai may seek injunctive or equitable relief in any court of competent jurisdiction to prevent or address actual or threatened breaches of Sections 5.2, 5.3, 6, 7.2, 7.6, 7.7, 8.8, or 12.

17.6 Time bar. Any claim arising out of these Terms must be brought within one year of the cause of action arising, or such claim is permanently barred to the extent permitted by law.

18. General

18.1 Entire agreement. These Terms, together with any product- specific terms, the Privacy Policy, and any applicable partnership agreement, constitute the entire agreement between you and OnLead.ai regarding the Site and supersede all prior agreements and understandings.

18.2 No waiver. A failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.

18.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

18.4 Assignment. You may not assign these Terms without OnLead.ai's prior written consent. OnLead.ai may assign these Terms freely, including in connection with a sale of all or substantially all of its business.

18.5 Force majeure. Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, pandemic, infrastructure failure, cyberattack, governmental action, or third-party service outage.

18.6 No third-party beneficiaries. These Terms do not create any rights in favour of any third party.

18.7 Headings. Headings are for convenience only and do not affect interpretation.

18.8 Notices. Notices to you may be given by email to the address you provided. Notices to OnLead.ai shall be sent to paul@onlead.ai with a reference clearly indicating "Legal Notice."

18.9 Language. These Terms are written in English. Where a translation is provided, the English version prevails in case of conflict.

18.10 Electronic signatures and records. You consent to electronic signatures, electronic delivery of notices, and electronic record-keeping under these Terms.

18.11 Relationship. Nothing in these Terms creates an agency, partnership, joint venture, fiduciary, or employment relationship between you and OnLead.ai.

18.12 Open issues placeholder. The following matters are reserved for future revision and a current draft is on file:

  • Specific pricing terms and refund schedule per product (Section 9.7)
  • Detailed sub-processor list with current addresses (Section 10.5)
  • Texas-jurisdiction transition mechanics (Section 17)
  • Product-specific terms for each Implementation Flow as launched
  • Content-licensing provisions per Standards body (Section 6.7; anticipated in future Brand Standard or Product Standard surgical revisions)

These placeholders do not affect the enforceability of the rest of these Terms.

19. Contact

Questions or notices regarding these Terms:

OnLead.ai Attention: Legal Email: paul@onlead.ai

End of OnLead.ai Terms of Use, First Edition v1.2.

OnLead.ai Terms of Use -- v1.0 First Edition