Last Updated: 05/17/17
Who do these terms apply to? Everyone who visits Leadient.com (the “Site”) or who uses the Leadient software tool (“Leadient”) or other products or services from the Site is subject to these Terms. These Terms apply differently to content providers and content viewers, so please read them carefully. If you use the Site or make purchases from the Site, it means you agree to these Terms. If you don’t agree with these Terms, you cannot use the Site or purchase anything from the Site. Also, if you are not old enough to legally enter into contracts and be bound by contracts, then you cannot use the Site or make any purchases from the Site.
If you are a Content provider (a publisher). If you want to use the Leadient service (the “Service”) to provide your end-users the ability to unlock your full web page or web document (your “Content”) through the Service, you must purchase a Service license from us (Rapid Crush, Inc. or “We” or “Us”). We offer different levels of non-exclusive licenses that govern the number of your Content items you may use with the Service, the Service storage volume for your Content, and the Service bandwidth for all of your end-users to view or download your Content. Based upon the level of license you purchase from Us, once you upload your Content to the Service, the Service will apply your selected lock/unlock action (the “locker”) to your Content and will supply you a hyperlink for your end-users to access your Content. If your “locker” requires an end-user to provide opt-in information and your end-user opts-in, you will directly receive their opt-in information via the hyperlink you provide in the opt-in locker, and the end-user will then be able to view or download the remainder of your applicable Content. The Service does not collect any personal information from end-users who opt-in to view or download your Content, but may collect information that does not personally identify end-users, such as anonymous or computer generated statistical data on the use and performance of the Service. You agree that any resulting relationship or actions are directly between you and your end-user, and do not involve Us, so We are not responsible for your actions or the actions of your end-users, or any resulting relationship. If you exceed the limits of your license, you will be charged, and you agree to pay, for the additional use at our then current rates. If you desire an Enterprise-based license, please contact Us as additional terms may apply.
Content. All Content belongs to the Content owners, and We make no claim of ownership to the Content. We do not modify the Content (other than to add the Service’s “locker” action as directed by the Content publisher) and the Content publisher may ask Us to remove it at any time. Although the Service does not screen the Content, We reserve the right to review and remove from the Service any Content We believe is objectionable, illegal or otherwise violates these Terms. If you are submitting Content to the Service, you agree you will only submit Content and hyperlinks you own or to which you have sufficient rights necessary to provide them to Us for processing with the Service (which you hereby authorize) and for you to publish the Content, and you must include your appropriate copyright information so your end-users know it is your Content. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO ANY CONTENT. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST US WITH RESPECT TO ANY CONTENT. You hereby waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Permitted Uses. You agree you will only use the Service under the license you purchase from Us in in accordance with these Terms and all applicable laws, rules and regulations, in a professional and responsible manner that does not violate any third party rights or harass any party. You also agree you will only use any end-user information you receive from the locker actions in accordance with the terms and policies posted on your site through which you publish the Content and all applicable laws, rules and regulations, in a professional and responsible manner that does not violate any third party rights or harass any party. You represent and warrant that the terms and policies posted on your website through which you publish the Content protect Us against any claims relating to your Content and your use of end-user information, or if your terms and policies don’t protect Us, then you agree that any protections in your terms and policies shall apply to Us as though they were written to protect Us. This protection is in addition to our protections included in these Terms.
Prohibited Uses. As a user of the Service or the Site, you agree you will NOT use the Service, any hyperlinks We provide, or the Site to:
1 Publish, transmit, distribute, retrieve or store any documents, web pages or other material, or obtain end-user information, or otherwise use the Service, Site or end-user information, in violation of any applicable laws, rules or regulations, or in an unprofessional or irresponsible manner, or in any manner that would violate any third party rights (such as third party copyright, trademark, trade secret, patent or other intellectual property rights or rights of privacy, or rights under the CAN-SPAM Act, such as the right for end-users to have you stop e-mailing them);
2 Threaten, harass, defame, embarrass or distress any other person or group;
3 Distribute computer viruses, worms, or any software or malicious code intended to obtain access to or damage or alter a computer system without the owner's consent;
4 Use the Service in any manner that could degrade the quality of the Service for other customers or end-users, such as using “cancel-bots” or other mechanisms that generate excessive network traffic;
5 Publish, post or send any unlawful, harmful, defamatory, libelous, pornographic, obscene, vulgar or similarly tortious or otherwise objectionable material;
6 Post, send or relay any unsolicited advertising, pyramid schemes or spam;
7 Publish, post or send any fraudulent or misleading offers of products, items, loans, or other services;
8 Publish or post any misleading, inaccurate or fraudulent information;
9 Post any junk emails;
10 Post any duplicative or unsolicited messages;
11 Harvest or otherwise collect information about others, including email addresses, without their opt-in;
12 Create a false identity or forged landing page, email address or header or otherwise attempt to mislead others as to your identity or the identity of your website;
13 Attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Site through login password mining or any other means or attempt to interfere with or circumvent the security features of the Site or Service;
14 Reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Service or software or create derivative works of the Service or software; or
15 Rent, lease or lend any portion of the Service or transfer your license rights.
You understand that if you violate any of these terms or if We believe you are in violation of any of these terms, We reserve the right to terminate your account in accordance with the Termination provision in the Other Legal Terms section at the end of these Terms.
Ownership of the Site and Trademarks. As between Us and the Content owner, the Content owner owns the Content. We own the Site, the Service, and their constituent parts, including the software, the lockers (but not any of the Content owner’s trademarks or logos in the lockers or any personal information entered into the opt-in action by the end-user) and our trademarks and logos on the Site. If We have trademarks or materials of other owners on the Site, those trademarks and materials are the property of their owners. We reserve all rights to the Site and the Service, including our software, trademarks and logos.
Confidentiality and License Keys. Our software and any proprietary information We may disclose are our confidential information. You may not use those components or information in any unauthorized manner that would violate your license or these Terms. In addition, you agree to treat as strictly private and confidential, and to not share, any license keys or passwords you may receive from Us. You understand that We will treat any requests or other communications received under your registered email address, license keys or passwords as coming directly from you.
Warranty. We warrant that the Service will conform in all material respects with any specifications listed on the Site for the Service. Otherwise, We provide the Site, the Service and any other products or services from the Site “as is” and “as available”. This means We do not guarantee the Service will work with all browsers or third party plugins, scripts or applications, or that it will be uninterrupted or error free or meet your needs. Nor do We make any other warranties with respect to the Service or other products or services accessible from the Site, and We specifically disclaim any implied warranties of title, non-infringement or merchantability or fitness for a particular purpose. So, if you have any compatibility questions about the Service, please contact Us before you purchase a license.
Liability. The total liability for Us and our affiliates, and your exclusive remedy, for a breach of the foregoing warranty or for any other circumstance, including any negligence, or arising from your use of or inability to use the Service or any other products or services from the Site, is limited to, at our option, either refunding to you the applicable license fee you paid for the Service, product or service, during the breach of warranty or repairing or replacing the Service, product or service in a manner that meets the warranty. In no event will We be liable for any other direct, indirect, consequential, punitive or other damages, or for any claims by third parties, even if We have been advised of the possibility of such damages. Some states do not allow a limitation or exclusion of liability for incidental or consequential damages, so in those states our liability is limited to the maximum extent permitted by law.
Claims of Copyright or Intellectual Property Infringement. We maintain certain legally mandated procedures regarding allegations of copyright infringement occurring on the Service. We have adopted a policy that provides for the immediate suspension and/or termination of any Service user who is found to have infringed on our rights or the rights of a third party, or otherwise violated any intellectual property laws or regulations. Our policy is to investigate any allegations of copyright infringement brought to our attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Us to delete or disable the material in question, you must provide Us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Us to locate the material; (d) information reasonably sufficient to permit Us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) 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 the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:
Attn.: Copyright Agent
Rapid Crush, Inc.
27240 Turnberry Lane, Suite 200
Valencia, California 91355
Email: infringement [at] leadient [dot] com
If you are a content provider (a publisher). You agree to indemnify, defend and hold Us and our affiliates harmless from any claims, demands or liability, including reasonable attorneys’ fees, arising out of or relating to your Content, your website, your business, your end-users and your breach of these Terms.
If you are a content viewer (a publisher). You agree to indemnify, defend and hold Us and our affiliates harmless from any claims, demands or liability, including reasonable attorneys’ fees, arising out of or relating to your opting-in or other unlocking action to access the Content, as well as your, viewing, downloading or use of any Content.
Other Legal Terms.
Sales Are Within Our Discretion. We reserve the right to refuse to sell a license or provide support services to anyone for any reason at our discretion.
Termination. You may terminate your license We granted to you by canceling your subscription on the Site and destroying all hyperlinks and other materials we provide to you, and all installations and copies thereof. The licenses will also automatically terminate if you fail to comply with any term or condition of these Terms or at our discretion for any reason. Upon any termination, We will remove your Content from the Service and destroy it (except that We may maintain Content kept in storage in the ordinary course of our business until it is overwritten or destroyed in our normal course of business) and you agree to destroy all hyperlinks and other materials We provide to you, and all installations and copies thereof. There are no refunds of fees paid.
Transfers. You may not assign or transfer these Terms or your rights under these Terms. Any assignment or transfer of a license for the Service, or any transfer of the domain or Content authorized under the license, will automatically terminate the license. In order to continue using the Service for transferred Content or a transferred web domain, you or the new owner must obtain a new license from Us for the use of the Service for the transferred Content or web domain. Failure to do so will be a violation of these Terms.
Third Party Links. If third party links are made available on the Site, they are made for your convenience. We are not responsible for the third party sites, so your access would be at your own risk.
Revisions. We reserve the right to issue revisions to these Terms by publishing a revised version of this document on the Site, and that revised version will then apply to all use by you following the date of publication. However, We will not revise the Terms in a way that materially degrades your rights to use the Service. We also reserve the right to revise the Site or Service at any time, including, without limitation, to correct any errors and update information, and to add, change or remove functionality.
Governing Law. These Terms are governed by, and will be construed and enforced in accordance with, the laws of California, as applied to agreements entered into and to be performed entirely with California.
Injunctive Relief. If you violate or threaten to violate any of our or our affiliates’ intellectual property or other proprietary rights, We and/or our affiliates may seek injunctive relief (without being required to post a bond therefor) and other appropriate relief in any state or federal court in the State of California, and you consent to the exclusive jurisdiction and venue in such courts.
Dispute Resolution. Any other disputes will be resolved as follows: If a dispute arises under or relating to these Terms, We agree to first try to resolve it with the help of a mutually agreed-upon mediator in Orange County, California. Any costs and fees other than attorneys’ fees associated with the mediation will be shared equally by each of us. If it proves impossible to arrive at a mutually satisfactory solution through mediation, We agree to submit the dispute to binding arbitration in Orange County, California, under the rules of JAMS. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
Severability. If any provision of these Terms is held by a court of competent jurisdiction to be void or unenforceable in whole or in part, they shall be revised by the court to effectuate their intent as closely as possible, and the remaining provisions of these Terms shall not be affected thereby.
Export Restrictions. The software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
Entire Agreement. These Terms are the exclusive agreement between you and Us concerning the Site, the Service and any other products or services offered on the Site, and supersede any prior purchase order, communication, advertising, representation or other agreement between you and Us relating to thereto.