Intellectual Property: LeaderPass retains all right, title, and interest in the Platform, all deliverables, derivatives, improvements, or modifications of the foregoing; and any and all drawings, reports, analyses, calculations, specifications, software models, and all other documents prepared, created, or developed by LeaderPass in connection with the Services, including performance data and results reported on the Platform (the “Services IP”).
Customer License: LeaderPass hereby grants to Customer a non-exclusive, non-transferable royalty-free license to use the Services IP in connection with the Services, provided that such use is for the sole benefit of Customer and Customer’s employees and authorized personnel in accordance with the Agreement. Customer may not distribute, rent, lease, sublicense, or otherwise transfer any of the Services IP to any third parties. Upon LeaderPass’s written request, Customer will provide LeaderPass with a certification signed by an officer of Customer verifying that the Services IP is being used pursuant to the terms of this Agreement. Nothing herein shall prevent or limit LeaderPass’s right to include photographic or artistic representations, including likeness of Customer or its representatives, in connection with the Services among LeaderPass’s promotional and educational materials, including, without limitation, as part of LeaderPass’s website or elsewhere.
Use: Customer will use the Platform and Services IP solely for its own internal business purposes in accordance with this Agreement. Customer will not, and will not permit any third party to, (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform and Services; (b) modify, translate, or create derivative works based on the Platform for any purpose other than Customer’s own use and benefit; (c) use the Platform and Service other than in accordance with any applicable terms set forth in the Agreement and in compliance with all applicable laws and regulations; or (d) sublicense, resell or supply the Platform or Services for use in or for the benefit of any other organization, entity, business, or enterprise without the prior written consent of LeaderPass.
Restrictions: As between the Customer and LeaderPass, Customer may not use the Platform or Services: (a) in violation of this Agreement; (b) to infringe on, violate, dilute or misappropriate the intellectual property rights of any third party or any rights of publicity or privacy; or (c) to violate any law, statute, ordinance or regulation, (including those regarding unfair competition, anti-discrimination and/or false advertising). Customer may access the Platform only through the interfaces and protocols provided or authorized by LeaderPass. Customer may not access the Platform through unauthorized means such as, for example, unlicensed software clients.
Passwords and Access: Customer is responsible for all activities that occur under its access to the Platform via a login or the API. Customer is responsible for maintaining the security and confidentiality of all login information provided to Customer by LeaderPass. Customer agrees to notify LeaderPass immediately of any unauthorized use of any login name or password or account or any other known or suspected breach of security.
No Implied Licenses: Except to the extent set forth herein, LeaderPass does not grant to Customer any other license, express or implied, to LeaderPass’s IP Rights (hereinafter defined) and nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant either party any right, title or interest, implied or otherwise, in or to the IP Rights of the other party. LeaderPass expressly reserves all IP Rights not expressly granted hereunder. IP Rights shall mean all works of authorship, registered copyrights, common law copyrights, trade dress, labels, designs, logos, patents, patent applications, know-ow, trade secrets, database rights, design rights and all other intellectual property rights and associated goodwill (registered or not) and all rights or forms of protection of similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.
Availability of Platform and Services: Customer acknowledges and agrees that from time to time, the Platform and Services may be inaccessible, unavailable or inoperable for any reason, including, without limitation, maintenance procedures, repairs, malfunctions, or causes that are beyond LeaderPass’s control or are unforeseeable, including, without limitation, telecommunication transmission failures, hostile network attacks, Internet failures or congestion.
Customer Responsibilities: Customer shall be responsible for retaining and compensating all legal, insurance, and accounting services that are determined necessary to address Customer’s needs and interests relating to the Services. In the event Customer becomes aware of the existence of any fault or defect in the Platform, Customer shall immediately notify LeaderPass; in the event Customer does not notify LeaderPass within five (5) business days from the discovery of any fault or defect, Customer waives its right to recover any damages or loss resulting from such fault or defect. Prior to the commencement of the Services, Customer shall provide all necessary information and details regarding the requirements and limitations for the Services and any related Deliverables.
Use of LeaderPass Data by Customer: Customer acknowledges that in the course of using the Services and Platform, it may have access to information that is applicable to LeaderPass such as parameters made available to Customer against which Customer may target display of Customer Content (“Target Criteria”) or other information on publishers’ users (collectively, “LeaderPass Data”). Customer acknowledges and agrees to use LeaderPass Data is solely for Customer’s internal use in connection with this Agreement and to treat all LeaderPass Data as Confidential Information (hereinafter defined). Customer shall not use LeaderPass Data for illegal purposes.
Use of LeaderPass Data by LeaderPass: . Notwithstanding anything herein or elsewhere to the contrary, LeaderPass may use and disclose data received and/or derived as a result of, or otherwise related to, LeaderPass’s provision and implementation of the Services, Customer’s use of the Platform or otherwise (collectively, “Related Data”), on an aggregate basis without Customer’s consent, to operate, manage, maintain, and improve LeaderPass’s Services and Platform or otherwise related to LeaderPass’s business operations, including, but not limited to, any manner permissible under applicable law, whether or not such Related Data was received and/or derived prior to execution of any related Agreement or otherwise, during or related to the provision/implementation of Services under any related Agreement or otherwise, during or related to the suspension of Services under any related Agreement or otherwise, or following or related to the termination of Services under any related Agreement or otherwise; provided that, in all cases, such use or disclosure does not permit a third party to associate any particular data with Customer and is in accordance with applicable law. Notwithstanding anything herein or elsewhere to the contrary, LeaderPass shall be under no obligation (other than pursuant to applicable law), to delete, destroy, remove, return, or otherwise act in respect of any Related Data.
Customer Content: "Customer Content” means information provided or made accessible to LeaderPass by or on behalf of Customer for the purpose of providing the Services hereunder including information regarding Customer’s products and services, ads, marketing and promotional text and content. Customer will: (a) provide LeaderPass with the Customer Content in the form and format and on the schedule requested by LeaderPass, or as otherwise required to access and use the Platform; and (b) update the Customer Content as requested by LeaderPass or as otherwise required to provide Services or access and use the Platform. Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In using the Mobile Services, you may provide your telephone number. By providing your telephone number, you consent to receive calls and/or SMS, MMS, or text messages at that number. We may share your phone numbers with our affiliates or with our service providers (such as customer support, billing or collections companies, and text message service providers) who we have contracted with to assist us in pursuing our rights or providing our Services under these Terms of Service, our policies, applicable law, or any other agreement we may have with you. You agree these parties may also contact you using autodialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. In the event you change or deactivate your mobile telephone number, you agree to promptly update your LeaderPass account information to ensure that your messages are not sent to the person that acquires your old number.
Customer Responsibilities: Customer is solely responsible for all Customer Content throughout the Term of the Agreement, including proper collection, transmission and storage of any private, confidential or secured data, ensuring compliance with all laws, rules, and regulations applicable to its use of the Platform and LeaderPass’s Services. Customer shall obtain all waivers, consents and other rights necessary for LeaderPass to use the Customer Content to provide the Services and access and use of the Platform to Customer. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permission to all Customer Content. Customer shall retain all rights, title, and ownership to such Customer Content and grants to LeaderPass a non-perpetual, transferable, royalty-free license to reproduce, use, modify and distribute the Customer Content pursuant to the terms hereof, including but not limited to, providing use of the Platform and Services to Customer.
Objectionable Content:Customer agrees not to submit to LeaderPass any Customer Content that is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third-party proprietary rights, invasive of personal privacy, or otherwise objectionable (“Objectionable Content”). LeaderPass may, at its option, amend the definition of Objectionable Content and adopt rules for permitted and appropriate use at any time; Customer agrees to be bound by any such updates. LeaderPass reserves the right to deny or remove any Objectionable Content, but it assumes no obligation to do so. Any violation by Customer of this Section 5.3 shall constitute a material default of the Agreement subject to immediate termination by LeaderPass as set forth in this Agreement.
Suspension of Services: LeaderPass may immediately terminate, suspend or limit Customer’s access to the Platform and Services at any time in the event that (a) LeaderPass determines that the Platform or Services are being used in violation of any applicable law or regulation or in violation of Customer’s responsibilities under this Agreement (including, but not limited to, failure to pay any fees or make any payments owed to LeaderPass); (b) LeaderPass determines that the Platform or Services are being used in an unauthorized or fraudulent manner; (c) LeaderPass determines that the use of the Platform or Services adversely affect LeaderPass’s Platform, software or other equipment or services to others; (d) LeaderPass is prohibited by an order of a court or other governmental agency from providing any of the Services; or (e) LeaderPass determines, in its sole discretion, that there would be a risk to the Platform or to any other customers of LeaderPass if the execution of Services under this Agreement were not suspended. LeaderPass shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer’s right to receive Services in accordance with the Agreement.
Data SecurityLeaderPass shall take commercially reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of any data and information supplied by Customer for the purpose of LeaderPass’s execution of the Services. Despite such security measures, Customer acknowledges that LeaderPass’s security systems may be vulnerable to security breaches due to events beyond LeaderPass’s control.
Non-Solicitation Throughout the term of the Agreement, and for a period of one year thereafter, Customer will not, and will ensure that its affiliates will not, directly or indirectly solicit, induce, recruit, hire or engage for employment or for provision of any services any person employed by LeaderPass or any contractor or sub-contractor of LeaderPass, either for itself or for any other person or entity.
Questions, Concerns, Suggestions: Please contact Support to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.
Digital Agreement: This Agreement is executed by you LeaderPass purchaser or user on the LeaderPass or third party website. By selecting the box on the online checkout page, and completing payment, you agree to all terms and conditions in this Agreement.