Effective date: Novermber 16, 2020
These Terms of Service (this “Agreement” and “Terms”) is a legal agreement between you (“you”) and LEAD Tech, Inc, and all related affiliates and subsidiaries (“LEAD,” “Company,” “we” or “us”) for use of the online services, mobile services, application available at www.lead.app, web sites, bots in Slack or Microsoft teams, peer group or other learning activities and informational resources (“Learning Experience”), communications, updates, information, and all related services, the website, the servers used by the application, the computer files stored on such servers, and all related services, and all related services, features and content offered by the Company (collectively, the “Services”).
- Acceptance of Terms
We may modify this Agreement from time to time. We will notify you by email, through the Services, or by presenting you with a new version of the Agreement for you to accept if we make modifications that materially change your rights. Your continued use of the Services after the effective date of an updated version of the Agreement will indicate your acceptance of the Agreement as modified.
- Use of Our Service
- Limited License
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service in accordance with the terms of this Agreement. We reserve all rights not expressly granted herein in the Service and the Company Content (as defined below). We may terminate this license at any time for any reason or no reason.
All rights, title, and interest in and to the Service not expressly granted in this Agreement are reserved by LEAD. If you wish to use the LEAD’s software, title, trade name, trademark, service mark, logo, domain name and/or any other identification with notable brand features or other content owned by the LEAD, you must obtain written permission from LEAD. Permission requests may be sent to email@example.com.
To avoid any doubt, Lead owns all the text, images, photos, audio, video, location data, and all other forms of data or communication that LEAD creates and makes available in connection with the Service, including but not limited to visual interfaces, interactive features, graphics, design, compilation of User Content, and the compilation of aggregate user review ratings and all other elements and components of the Service. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the Company’s Content are retained by us.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. You must notify the us immediately of any breach of security or unauthorized use of your account. We are not liable for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with the Service by changing the settings in your profile and account settings pages. By providing us your email address, or using our bots in Slack or Microsoft Teams, you consent to our using the email address, in-app messages, or push notifications to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also send you other messages, such as changes to features of the Service and special offers via emails, in-app messages or push notifications in Slack, or Microsoft Teams. If you do not want to receive such email messages, you may opt-out or change your preferences in your account settings page, however for the sake of clarity, any opt-out will not apply to Service-related notices, such as some surveys and learning materials. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
4.1 Notice to End Users: Many of our products are intended for use by organizations. Where the Services are made available to you through an organization (e.g. your employer), that organization is the administrator of the Services and is responsible for the accounts and/or Service sites over which it has control. If this is the case, please direct your questions regarding any features or aspects of the Services to your administrator, as your use of the Services is subject to that organization’s policies. We are not responsible for the privacy or security practices of an administrator’s organization, which may be different from this policy.
- Use of the Services
As a condition of using the Service, you agree not to use the Service for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the Service and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes. You agree that if you take any of the following actions, you will be materially breaching this Agreement, and you agree that you SHALL NOT:
- resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Service;
- modify, reverse engineer, decompile or disassemble the Service;
- copy, adapt, alter, modify, distribute, disclose, translate, or create derivative works of the Service in any medium in any medium, including without limitation by any automated or non-automated “scraping,” without the written authorization of the Company;
- use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc. (except that Company grants the operators of public search engines revocable permission to use spiders to copy materials from www.lead.app and www.app.lead.app for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- use the Service for any commercial purposes without express written authorization by the Company;
- take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure or that may compromise security or usability of the Service;
- permit other individuals to use the Service, including but not limited to shared use via a network connection, except under the terms of this Agreement;
- impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- interfering with the proper working of the Service;
- accessing any content on the Service through any technology or means other than those provided or authorized by the Service;
- circumvent or disable any technological features or measures in the Service for protection of intellectual property rights;
- use the Service in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;
- use or access the Service to compile data in a manner that is used or usable by a competitive product or service;
- use your Account to advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages to anyone;
- use your Account to engage in any illegal conduct;
- upload to transmit any communications that infringe or violate the rights of any party;
- upload any material that contains software viruses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the security, usability, or functionality of any computer software, this website, or any aspects of the Service.
Any such forbidden use shall immediately terminate your license to use the Service.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Company shall have no liability for your interactions with other Users, or for any User’s action or inaction.
- Accessing Audiovisual Content
Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Company Service to a User’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the User.
- Learning Experience
Learning Experience is a unique feature of LEAD, which includes, but is not limited to, all communication exchanges between employees using the Service, micro learning content, and any “social learning” experiences and exchanges provided by LEAD or accessed through the Service. By participating in a Learning Experience, you agree to the following rules:
7.1 Confidentiality. Company Learning Experiences are rooted in trust and confidence. You agree that you will hold in confidence and shall not disclose to any third party any Confidential Information (as defined below) you obtain as a result of using any of the Services or engaging in any Learning Experience. In addition, you agree that you shall not use Confidential Information for your own benefit or the benefit of a third party without the explicit consent of the person who disclosed such Confidential Information to you. “Confidential Information” means any and all information and material that is marked as confidential, is identified as confidential, or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
7.2 Voluntary Nature of Relationship. If you are accessing the Service as a mentor, you understand and agree that you are a volunteer, not an employee, and that you are offering your service freely, of your own accord. You understand that this volunteer opportunity does not displace regular employees at the Company. You understand that, in exchange for your service as a volunteer, you have neither been promised any consideration (e.g. pay, benefits, promise of future salary, promise of future employment), nor do you expect to receive any consideration.
- User Content
Some areas of the Service allow you and Users to post content such as profile information, customized greetings on the admin dashboard, questions, and other content, data and materials. Any and all content, data, materials (including trademarks, logos, designs, and branding elements (together, “Your Brand Elements”)) and other information you or Users provide to Company or submit, post, display, or otherwise make available on the Service is referred to in this Agreement as “User Content.” We claim no ownership rights over User Content created by you. The User Content you create remains yours; however, by sharing User Content through the Service, you agree to allow others to view, edit, and/or share your User Content in accordance with your settings and this Agreement. We have the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current; or (ix) violates any school or other applicable policy, including those related to cheating or ethics. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
- You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
- Your User Content and LEAD’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
- LEAD may exercise the rights, as described below, to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
- To the best of your knowledge, all User Content and other information that you provide to us is truthful and accurate.
LEAD takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that LEAD shall not be liable for any damages you allege to incur as a result of User Content.
- User Content License
By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to LEAD a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, and make derivative works of all such User Content in whole or in part, and in any form, in connection with the Service and Company’s (and its successors’ and affiliates’) business, including without limitation for (a) providing the Services to you and your organization as contemplated by this Agreement; and (b) creating de-identified aggregated benchmark data; (c) promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats to your organization; provided that LEAD may use Your Brand Elements solely to provide the Service to you if and in the manner designated by you in writing.
- Applications from Slack App Store
The following applies to any Mobile Applications you acquire from the Slack App Store (“Slack-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Company, not Slack, Inc. (“Slack”) and that Slack has no responsibility for the Slack-Sourced Software or content thereof. Your use of the Slack-Sourced Software must comply with the Slack App Store Terms of Service. You acknowledge that Slack has no obligation whatsoever to furnish any maintenance and support services with respect to the Slack-Sourced Software. In the event of any failure of the Slack-Sourced Software to conform to any applicable warranty, you may contact us at firstname.lastname@example.org for the refund; to the maximum extent permitted by applicable law, Slack will have no other warranty obligation whatsoever with respect to the Slack-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Company as a provider of the software. You acknowledge that Slack is not responsible for addressing any claims of you or any third party relating to the Slack-Sourced Software or your possession and/or use of the Slack-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Slack-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to Company as a provider of the software. You acknowledge that, in the event of any third-party claim that the Slack-Sourced Software or your possession and use of that Slack-Sourced Software infringe that third party’s intellectual property rights, Company, not Slack, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Company acknowledge and agree that Slack, and Slack’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Slack-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Slack will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Slack-Sourced Software against you as a third-party beneficiary thereof.
- Applications from Microsoft Teams App Store
The following applies to any Mobile Applications you acquire from the Microsoft Teams App Store (“ MS Teams -Sourced Software”): (i) you acknowledge that the Agreement is between you and Company only, and not with MS Teams, Inc. (“ MS Teams ”); (ii) your use of MS Teams -Sourced Software must comply with MS Teams’ then-current Microsoft Teams App Store Terms of Service; (iii) MS Teams is only a provider of the Microsoft Teams App Store where you obtained the MS Teams -Sourced Software; (iv) Company, and not MS Teams, is solely responsible for its MS Teams -Sourced Software; (v) MS Teams has no obligation or liability to you with respect to MS Teams -Sourced Software or the Agreement; and (vi) you acknowledge and agree that MS Teams is a third-party beneficiary to the Agreement as it relates to Company’s MS Teams -Sourced Software.
- Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Company Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Company and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company Content. Use of the Company Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place LEAD under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, LEAD does not waive any rights to use similar or related ideas previously known to LEAD, or developed by its employees, or obtained from sources other than you.
You acknowledge that you do not own the account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of LEAD on our servers, including without limitation any data representing or embodying any or all of your Company Status (see below) .All data on our servers are subject to deletion, alteration or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON LEAD’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN COMPANY’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. LEAD DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON LEAD’S SERVERS.
12.1 Company Status. Certain aspects of the Service may allow you to obtain certain reputational, rating or status indicators (“Company Status”). You understand and agree that regardless of terminology used, Company Status represents a limited license right governed solely by the terms of this Agreement and available for distribution at LEAD’s sole discretion. Company Status is not redeemable for any sum of money or monetary value from LEAD at any time. You agree that LEAD has the absolute right to manage, regulate, control, modify and/or eliminate Company Status as it sees fit in its sole discretion, in any general or specific case, and that LEAD will have no liability to you based on its exercise of such right.
- Paid Services
The purpose of the Terms is for you to secure access to the Services. All fees set forth within and paid by you under the Terms shall be considered solely in furtherance of this purpose. In no way are these fees paid considered payment for the sale, license, or use of Company’s Software, and, furthermore, any use of Company’s Software by you in furtherance of the Terms will be considered merely in support of the purpose of the Terms.
- Billing and Payment
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms provided to you. We may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in our sole discretion unless agreed to in writing by both Parties. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
14.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide a valid payment method, or purchase order information as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing us with your credit card number and associated payment information, you agree that we are authorized to immediately invoice your Account for all fees and charges due and payable to LEAD hereunder and that no additional notice or consent is required. You agree to immediately notify LEAD of any change in your billing address or the credit card used for payment hereunder. We reserve the right at any time to change its prices and billing methods, either immediately upon posting on our website or other easily accessible feature of the Services or by e-mail delivery to you.
14.2 Service Subscription Fees.You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your annual package (each, a “Service Commencement Date”). Except as set forth in the Terms, all fees for the Services are non-refundable. No contract will exist between you and LEAD for the Services until LEAD accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
14.3 Company’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Company is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
14.4 Withholding Taxes. You agree to make all payments of fees to LEAD free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to us will be your sole responsibility, and you will provide us with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
14.4 Automatic Renewal. Your subscription will continue indefinitely until terminated in accordance with the Terms. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Company’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Company that your subscription will be automatically renewed, you will have thirty days from the date of the Company notice), by contacting us at email@example.com. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact us at firstname.lastname@example.org. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize us to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if LEAD does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that LEAD may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
14.6 Free Trials and Other Promotions. Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact the LEAD to have the charges reversed.
14.7 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be sent to the following e-mail address: email@example.com.
- Changes and Termination
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. For more information on the process to terminate any paid Services, please refer to section 14.4, Automatic Renewal, above.
- No Professional Advice
Any information provided with the Service (for example professional career information and assistance from a mentor or otherwise), is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
- Data Protection
However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- DMCA Notice
Since we respect artist and content owner rights, it is Company’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Company’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
18.1 An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
18.2 Identification of the copyrighted work that you claim has been infringed;
18.3 Identification of the material that is claimed to be infringing and where it is located on the Service;
18.4 Information reasonably sufficient to permit Company to contact you, such as your address, telephone number, and, e-mail address;
18.5 A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
18.6 A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: LEAD Tech, Inc.
Address: 149 New Montgomery St, 4F, San Francisco, CA 94105
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Company’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
- Third Party Links
LEAD reserves the right to display Third-Party Ads before, after, or in conjunction with User Content posted on the Services, and you acknowledge and agree that LEAD has no obligation to you in connection therewith (including, without limitation, any obligation to share revenue received by Company as a result of such advertising).
- Use of mobile devices
Please note that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply if you are using the Service on a mobile device.
- Enforcement rights
We are not obligated to monitor access or use of the Service. However, we reserve the right to do so for purposes of operating and maintaining the Service, ensuring your compliance with this Agreement, and complying with applicable legal requirements. We may disclose unlawful conduct to law enforcement authorities, and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law. We reserve the right (but are not required) to remove or disable any content posted to the Service or access to the Service at any time and without notice, and at our sole discretion if we determine in our sole discretion that your content or use of the Service is objectionable or in violation of this Agreement.
LEAD has no liability or responsibility to users of the Service or any other person or entity for performance or nonperformance of the aforementioned activities.
You agree to defend, indemnify and hold harmless LEAD and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
- No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE COMPANY SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAD, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL LEAD BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN ANY AMOUNT.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Company makes no representations that the Service is appropriate or available for use outside of the United States. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
- Governing Law, Arbitration, and Class Action/Jury Trial Waiver
26.1 Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree that San Francisco, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
26.2 Mutual Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES. For any dispute between you and Company, you agree to attempt to first resolve the dispute informally. You agree to first contact Company at firstname.lastname@example.org and attempt to resolve any dispute you may have with us informally, and Company will contact you through the contact information you provide regarding any dispute the Company may have with you. In the unlikely event that you and Company have not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS, currently located at www.jamsadr.com/rules-comprehensive-arbitration (specifically Rules 16.1 and 16.2), unless you and Company agree to the application of an alternative set of JAMS Rules. The arbitrator will conduct hearings, if any, by telephone conference or videoconference, rather than by personal appearances, unless you and Company agree otherwise, or the arbitrator determines that an in-person hearing is appropriate. Any in-person appearances will be held at a location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the arbitrator. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS or Company agrees to pay your portion of the fee; and (ii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Discovery shall be governed by the applicable JAMS rules selected by the parties and all remedies available under the law shall also be available in arbitration. The arbitrator shall issue a written opinion stating the official findings and conclusions on which the arbitrators’ award and/or decision is based. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
26.3 Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. THE VALIDITY AND EFFECT OF THIS PARAGRAPH SHALL BE DETERMINED EXCLUSIVELY BY A COURT AND NOT BY AN ARBITRATOR.
Opt-out. [some states require opt-outs from arbitration clauses, it is not every state but generally easier to provide for the opt out for every state…or you could change to Some states may allow for you to opt out of this arbitration agreement. If that is the case…] You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: ….[insert address], postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or LEAD to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and LEAD agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco, California, or the federal district in which that county falls.
27.1 Assignment. This Agreement, and any rights, obligations, and licenses granted hereunder, or your username or account, may not be transferred or assigned by you (by operation of law or otherwise) without express written consent, but may be assigned by the Company without restriction or consent. Any attempted transfer or assignment in violation hereof shall be null and void.
27.2 Notification Procedures and Changes to the Agreement. We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by LEAD in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt-out of certain means of notification as described in this Agreement. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We may, in our sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
27.3 Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with LEAD in connection with the Service, shall constitute the entire agreement between you and LEAD concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
27.4 No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and LEAD’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
You can contact us by mail at 149 New Montgomery St, 4F, San Francisco, CA 94105 or by email at email@example.com if you have a question or concern about any product or service we sell over the Internet.
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