Terms and Conditions

MASTER TERMS AND CONDITIONS OF SERVICE

This MASTER TERMS AND CONDITIONS OF SERVICE (“TOS”) contains the terms and conditions that govern the use of and grant of a Subscription for the LeadLab Proprietary Services (“LeadLab Services”). Usage of “You,” “Your” or “Client” shall mean the users of LeadLab Services, the entity and all employees accessing the Service, and the usage of “Us,” “We,” “Our” or “LeadLab” shall mean, collectively, LeadLab Media and LeadLab Academy.

1.GENERAL

Client hereby engages LeadLab to provide, and LeadLab hereby agrees to provide proprietary software products, educational courses, and related documentation (collectively, the “Service”), as an independent contractor of Client, subject to the terms of this TOS. LeadLab is and shall remain an independent contractor or vendor of Client for all purposes related to this TOS, and this TOS shall not be deemed to create a partnership, joint venture, or employment or agency relationship between You and Us. If an entity is using or accessing the Services, then You represent that You are duly authorized to represent the entity and accept the terms and conditions of the TOS on behalf of the entity. If You do not agree to this TOS, You are prohibited from using or accessing the Service.

LeadLab reserves the right to revise and modify these TOS from time to time. Any revision and modification of these TOS shall be effective upon notice. Notice is deemed to be given by posting on LeadLab’s website, or by any other means thereof. By using the Service, You are agreeing to be bound by the then current version of these TOS, and also subject to any future revisions or modifications which don not substantially and adversely affect Your rights and obligations.

2. CONSIDERATION.

  1. Fees. LeadLab shall be paid at its then-standard hourly rates in effect from time to time. Fees shall be invoiced under the following terms:
    1. For Monthly Service: Client shall be invoiced monthly upfront, and You may cancel the Service at any time.
    2. For “Fixed Fee” Projects: Client shall be invoiced 50% upon project commencement and the remaining 50% upon completion of the project.
  2. Reimbursable Expenses. Client shall be responsible for all the necessary and reasonable out-of-pocket expenses that LeadLab incurs in providing the Service for Client (“Reimbursable Expenses”). LeadLab will, upon request, provide Client with copies of receipts, invoices, date of invoice, or other documentation evidencing Reimbursable Expenses.
  3. Payment. Client shall pay all invoices within 30 days of the date of the invoice and free of any withholding tax, currency control, or other restrictions. Any invoice not paid within 30 days after it is sent to Client will accrue interest at 1.5% per month or, if lower, the highest rate allowed by law. 
  4. Taxes. If LeadLab is required to collect or pay taxes on fees for the Service, Client shall reimburse LeadLab for all such amounts, excluding any taxes related to the income of LeadLab. Client hereby agrees to indemnify LeadLab for any such taxes paid or payable by LeadLab, provided such taxes are timely invoiced (i.e., invoiced with the applicable taxable amounts).
  5. Refunds. If You terminate the Service prior to implementation, You will receive a refund of any pre-paid fees. Upon the earlier of first use of the Service or completion of work performed by Us, Our fees will be fully earned and there shall be no refunds for termination of the Service. 

3. LICENSE AND RESTRICTIONS.

  1. Upon payment for the Service, LeadLab hereby grants Client limited, non-exclusive, non-transferable, non-sublicensable, perpetual, royalty free right to access and use the Service. LeadLab retains all rights and controls over the Service and only makes it available for access. You agree that You will use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations. You will not, shall not authorize, or shall not encourage any third party to: (i) use the Service for any fraudulent or inappropriate purpose; (ii) to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is other objectionable as reasonably determined by LeadLab; (iii) use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service; (iv) resell, duplicate, make derivative works of, reproduce or exploit any part of the Service without express written permission of LeadLab; (v) rent, lease, distribute or resell the Service, or use the Service for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Service;  or (vi) decipher, decompile, hack, delete, augment, alter, disassemble or reverse engineer any of the software comprising or in any way used or downloaded from the Service. 
  2. Property Rights Retained by LeadLab. You acknowledge that LeadLab owns all right, title and interest in and to the Service, the documentation for the Service, and all modifications and/or enhancements to the Service (“LeadLab IP”) including without limitation all intellectual property rights, and such rights are protected by U.S. and international intellectual property laws. You acknowledge that LeadLab will retain all right, title and interest to transactional and performance data related to use of the Service that LeadLab may collect, use, and disclose for its business purposes (including software use optimization and product marketing) provided that such use does not reveal Your identity or any of Your Confidential Information.
  3. Property Rights Retained by Client. You retain all right, title, and interest to any and all information provided, inputted or uploaded to LeadLab by You, or by LeadLab on Your behalf. LeadLab has no right, title, or interest in any personally identifiable information related to Your data.
  4. Similar Work Products. Nothing in this TOS, will restrict Our use of the LeadLab IP, or of any knowledge or experience, gained by LeadLab in the course of providing the Service pursuant to this TOS, to develop solutions or work products for other clients, irrespective of the similarity.

4. WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. LEADLAB HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, EDUCATIONAL PROGRAMS, SERVICE, DOCUMENTATION AND/OR OTHER MATERIALS. LEADLAB DOES NOT WARRANT THAT SERVICE WILL BE UNINTERRUPTED OR THAT ITS OPERATION WILL BE ERROR-FREE.

5. DATA PRIVACY AND SECURITY.

LeadLab will collect and retain only the minimum data necessary, and for no longer than is necessary to provide the Service. LeadLab shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your data. LeadLab will not sell Your Data. Further, LeadLab shall not disclose Your data except as compelled by law or as expressly permitted in writing by You or access Your data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters. 

In the event of a security breach by anyone other than Your employee or Third-Party Contractor, LeadLab will promptly notify You of the nature and scope of such breach and will initiate remedial actions consistent with industry standards. You will be notified of the nature and scope of remedial actions LeadLab will undertake, and the timeline within which LeadLab expects to remedy the breach.

You maintain sole responsibility for notifying LeadLab of an internal security breach event by You or Your employee or Third-Party Contractor, as well as initiating remedial steps you expect to remedy the breach.

5. TERMINATION.

  1. Termination. You may cancel the Service at any time, with cancellation effective the next renewal date. LeadLab shall have the ability to terminate the Service for cause if You:
    1. remain in default of paying any invoice for more than 5 days of its due date;
    2. become insolvent or admit Your inability to pay debt generally as they become due;
    3. become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 business days or is dismissed or vacated within 45 days after filing; or
    4. are dissolved or liquidated or take any corporate action for such purpose, makes a general assignment for the benefit of creditors, or have receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction.

6. ASSIGNMENT.

You may not assign this TOS or any of its duties or rights under this TOS without the prior written consent of Us. This TOS is binding upon, and inures to the benefit of, Our successors and assigns, and Your permitted successors and assigns.

7. LIMITATION OF LIABILITY.

IN NO EVENT SHALL YOU OR US BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR BREACH OF SECURITY WITH RESPECT TO YOUR DATA. LOSS OF BUSINESS INFORMATION AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL EXPENSES) INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, ARISING FROM OR RELATED TO THESE TERMS OF SERVICE AND AGREEMENT, INCLUDING WITHOUT LIMITATION THE SERVICE, OR USE THEREOF, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, STATUE, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR US HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER OR ANY THIRD PARTY WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT POSSIBLE UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY LEADLAB FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE IMPOSITION OF LIABILITY. YOU AND US ACKNOWLEDGE AND AGREE THAT THE FOREGOING IS A REASONABLE ALLOCATION OF RISK.

8. INDEMNIFICATION.

You agree to defend, hold harmless, and indemnify LeadLab, and Our affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to Your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.

9. MISCELLANEOUS.

  1. Notice. Any notice to be given under this TOS will be sufficient if posted on LeadLab’s website, if pertaining to these TOS, or if pertaining solely to You then in writing and sent by email, certified or registered mail or delivered by courier.
  2. Waiver, Amendments, Modifications The failure of LeadLab to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Agreement constitutes the entire agreement between You and LeadLab and govern Your use of the Service, superseding any prior agreements between you and LeadLab (including, without limitation, any prior versions of the TOS).  
  3. Entire Agreement. This agreement as amended from time to time encompasses the entire agreement between You and LeadLab with respect to the subject matter hereof and supersedes all prior representations, agreements and understands, written or oral and any sales order.
  4. Force Majeure. In no event shall LeadLab be liable for any delay or failure to the extent such failure or delay is due to causes beyond its reasonable control, including, without limitation, acts of god, flood, fire, natural disaster, pandemic, accident, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, complete or partial government shutdown, passage of a law or act of government, strikes or other labor disturbances, or national or regional shortage or disruption of adequate power, telecommunications, or transportation. 
  5. Governing Law. This TOS will be interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of law. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration administered by ADR Systems pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The United Nations Convention for the International Sale of Goods and Article 2 of the Uniform Commercial Code shall not apply to this TOS.
  6. Severability. If any provision of this TOS, or the application thereof, shall for any reason and to any extent be determined by any competent jurisdiction to be invalid or unenforceable, the remaining provisions of this TOS shall be interpreted so as best to reasonably effect the intent.
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