Terms of Service

LeadTrap, Inc. dba Carelu · Last updated: August 18, 2026

These Terms of Service (the “Terms”) govern access to and use of the services provided by LeadTrap, Inc., a Delaware corporation doing business as Carelu (“LeadTrap,” “Carelu,” “we,” “us,” or “our”), by the customer identified in an executed Service Order Form (“Customer” or “you”). These Terms are incorporated by reference into each Service Order Form executed between LeadTrap and Customer (each, an “Order Form”). Together, these Terms and the applicable Order Form constitute the agreement between the parties (the “Agreement”).

In the event of any conflict between these Terms and an Order Form, the Order Form shall prevail with respect to the subject matter of that conflict. Capitalized terms used but not defined in these Terms have the meanings given in the applicable Order Form.

By executing an Order Form, accessing the Services, or otherwise indicating acceptance of these Terms, Customer agrees to be bound by these Terms.

1. Services

LeadTrap provides AI-powered lead capture, intake automation, and related front-office services for healthcare and other businesses (collectively, the “Services”). The Services may include, without limitation, AI-powered chatbot functionality for lead capture, qualification, and response; automated intake conversation management; documentation collection (such as insurance cards and referral records); third-party integrations; and such other front-office automation features as the parties may agree upon in writing from time to time.

The specific configuration, integrations, and scope of Services applicable to Customer are set forth in the Order Form. LeadTrap may, from time to time, update, modify, or enhance the Services, provided that such changes do not materially diminish the core functionality of the Services.

2. Customer Accounts and Access

Account Registration. Customer is responsible for providing accurate and complete information when establishing an account and for keeping such information current. Customer is responsible for all activity that occurs under its account.

Authorized Users. Customer may permit its employees, contractors, and agents (“Authorized Users”) to use the Services on Customer’s behalf, provided that Customer remains responsible for each Authorized User’s compliance with the Agreement.

Credentials. Customer is responsible for maintaining the confidentiality of all account credentials and for notifying LeadTrap promptly of any unauthorized use or suspected security breach.

3. Acceptable Use

Customer shall not, and shall not permit any Authorized User or third party to:

4. Customer Data

Definition. “Customer Data” means all data and content submitted to, processed by, or generated through the Services by or on behalf of Customer, including data collected from Customer’s prospective patients, clients, or end users.

Ownership. As between the parties, Customer retains all right, title, and interest in and to the Customer Data. Customer grants LeadTrap a non-exclusive, worldwide, royalty-free license to access, use, process, transmit, and display the Customer Data solely as necessary to provide the Services and to perform LeadTrap’s obligations under the Agreement.

Customer Responsibilities. Customer represents and warrants that it has all necessary rights, consents, and authorizations to provide the Customer Data to LeadTrap and to permit LeadTrap to process such data as contemplated by the Agreement, including any required notices to and consents from end users.

Aggregated and De-Identified Data. LeadTrap may collect, use, and disclose aggregated and de-identified data derived from the operation of the Services for any lawful purpose, including to operate, improve, and develop the Services, provided that such data does not identify Customer or any individual and is handled in accordance with applicable law, including HIPAA where applicable.

5. HIPAA and Protected Health Information

To the extent LeadTrap creates, receives, maintains, or transmits Protected Health Information (“PHI”), as defined under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), on behalf of Customer, the parties agree that the business associate provisions set forth in the applicable Order Form (or in a separately executed Business Associate Agreement) shall govern such PHI. Customer is responsible for ensuring that its use of the Services complies with HIPAA and all other applicable laws governing the privacy and security of health information.

6. Fees and Payment

Customer shall pay all fees set forth in the Order Form in accordance with the payment terms specified therein. Except as expressly provided in the Order Form or these Terms, all fees are non-refundable. Fees are exclusive of taxes, and Customer is responsible for all applicable taxes (other than taxes based on LeadTrap’s net income). Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. LeadTrap may suspend the Services upon at least ten (10) days’ prior written notice if Customer fails to pay undisputed amounts when due and does not cure such failure within the notice period.

7. Term and Termination

The term, renewal, and termination provisions for the Services are set forth in the applicable Order Form. In addition to any termination rights set forth in the Order Form, either party may terminate the Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver appointed for substantially all of its assets.

Upon expiration or termination of the Agreement: (a) Customer’s right to access and use the Services will cease; (b) Customer shall pay all fees accrued through the effective date of termination; and (c) LeadTrap shall make Customer Data available for export in accordance with the applicable Order Form. Sections that by their nature should survive termination (including, without limitation, Confidentiality, Customer Data ownership, Fees and Payment for amounts accrued, Limitation of Liability, Indemnification, and Governing Law) shall survive.

8. Confidentiality

Each party (the “Receiving Party”) shall maintain the confidentiality of the other party’s (the “Disclosing Party”) Confidential Information and shall not use such Confidential Information except as necessary to perform under the Agreement or disclose it to any third party except as expressly permitted herein. “Confidential Information” means any non-public information disclosed by the Disclosing Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and pricing of any Order Form.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, provided that it gives the Disclosing Party reasonable advance notice (where legally permitted) so that the Disclosing Party may seek a protective order.

9. Intellectual Property

LeadTrap and its licensors retain all right, title, and interest in and to the Services, including all software, technology, documentation, know-how, and intellectual property rights therein. Subject to the Agreement, LeadTrap grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Services solely for Customer’s internal business purposes.

Customer may, but is not obligated to, provide LeadTrap with feedback, suggestions, or comments regarding the Services (“Feedback”). Customer grants LeadTrap a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Services and other LeadTrap products and services without any obligation to Customer.

10. Warranties and Disclaimers

LeadTrap warrants that the Services will perform substantially in accordance with any applicable documentation. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND LEADTRAP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LEADTRAP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY CONTENT GENERATED BY AI FEATURES WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE.

AI-Generated Output. Customer acknowledges that the Services include artificial intelligence and machine learning features that generate output based on inputs and probabilistic models. Such output may contain errors, omissions, or inaccuracies. Customer is responsible for reviewing AI-generated output before relying on it and for ensuring that any clinical, financial, or operational decisions are made by qualified human personnel. The Services are not a substitute for professional medical, legal, or financial advice.

11. Limitation of Liability

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, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO LEADTRAP DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations shall not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations; (c) either party’s breach of its confidentiality obligations; or (d) liability that cannot be limited under applicable law.

12. Indemnification

By LeadTrap. LeadTrap shall defend Customer against any third-party claim alleging that the Services, when used in accordance with the Agreement, infringe such third party’s intellectual property rights, and shall indemnify Customer for amounts finally awarded by a court of competent jurisdiction or paid in settlement of such claim. The foregoing obligation does not apply to claims arising from: (i) Customer Data; (ii) modifications to the Services not made by LeadTrap; (iii) use of the Services in combination with materials not provided by LeadTrap; or (iv) use of the Services in violation of the Agreement.

By Customer. Customer shall defend LeadTrap against any third-party claim arising from or relating to: (i) Customer Data; (ii) Customer’s use of the Services in violation of the Agreement or applicable law; or (iii) Customer’s breach of its representations or warranties under the Agreement, and shall indemnify LeadTrap for amounts finally awarded or paid in settlement of such claim.

Procedure. The indemnified party shall: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim (provided that no settlement that imposes liability or admission of fault on the indemnified party shall be entered without its prior written consent); and (c) provide reasonable cooperation in the defense at the indemnifying party’s expense.

13. Third-Party Services and Integrations

The Services may integrate with or rely upon third-party products, services, or platforms (“Third-Party Services”). LeadTrap is not responsible for the availability, accuracy, or operation of any Third-Party Services, and Customer’s use of any Third-Party Services is governed by the terms and policies of the applicable third-party provider. Customer is responsible for obtaining and maintaining any subscriptions, licenses, or accounts required to use Third-Party Services in connection with the Services.

Connected accounts. Customer may connect third-party accounts to the Services, including Google or Microsoft email accounts and Meta (Facebook) accounts. Meta accounts are connected through our Meta app, “Carelu Connector,” so the Services can display advertising performance from Customer’s Facebook and Instagram campaigns alongside the leads they generate. By connecting an account, Customer authorizes LeadTrap to access it as described in the Privacy Policy and only to provide the features Customer enables; Customer may disconnect at any time. Use of Meta data is subject to the Meta Platform Terms, and Customer represents that it is authorized to grant access to the ad accounts, Pages, and business assets it shares and that its advertising on Meta’s platforms complies with Meta’s own terms and policies. Use of Google data is subject to the Google API Services User Data Policy, including Limited Use.

14. Modifications to the Terms

LeadTrap may update these Terms from time to time by posting an updated version at this URL or otherwise notifying Customer. Material changes will be communicated to Customer at the email address on file or through the Services at least thirty (30) days before they take effect. Customer’s continued use of the Services after the effective date of any updated Terms constitutes acceptance of those updated Terms. If Customer does not agree to the updated Terms, Customer may terminate the Agreement in accordance with the termination-for-convenience provision of the applicable Order Form.

15. Governing Law and Disputes

The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising under or related to the Agreement shall be resolved exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction of such courts and waives any objection based on forum non conveniens. The parties waive any right to a jury trial in any such proceeding.

16. General Provisions

Entire Agreement. The Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and communications.

Amendments. Except as expressly permitted in Section 14, no modification of the Agreement shall be effective unless in writing and signed by both parties.

Assignment. Neither party may assign the Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.

Force Majeure. Neither party shall be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, or governmental action.

Independent Contractors. The parties are independent contractors. Nothing in the Agreement shall be construed as creating any agency, partnership, joint venture, or employment relationship.

Notices. All notices under the Agreement shall be in writing and sent to the email addresses set forth in the applicable Order Form, or to such other address as a party may designate in writing.

Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

Waiver. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.

Publicity. LeadTrap may identify Customer by name and logo as a customer of LeadTrap on its website and in marketing materials, subject to any reasonable usage guidelines provided by Customer. Customer may revoke such permission upon written notice.

17. Contact

Questions about these Terms may be directed to LeadTrap, Inc. at the contact information provided in the applicable Order Form.

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