LeanScaper AI - Terms of Use
Last Updated: 07/22/2025
PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS IN THESE TERMS OF USE (THE “TERMS OF USE”) CAREFULLY BEFORE CLICKING THE “CONTINUE” BUTTON OR USING LEANSCAPER AI.
These Terms of Use are a legally binding agreement between you, a LeanScaper client (“Client”, “you” or “your”) and Leanscaper Inc. (“LeanScaper”, “we” or “us”), governing your subscription to, access, and use of the LeanScaper AI software-as-a-service platform (the “LeanScaper Platform”) and other services provided by LeanScaper related to the operation of the LeanScaper Platform (such services, together with the LeanScaper Platform, the “Services”).
If you are entering into these Terms of Use on behalf of your company or employer, you hereby represent to LeanScaper that you are authorized to do so and hereby bind your company/employer to these Terms of Use, and any references herein to the “Client”, “you” and “your” will refer to both you and your company/employer, as applicable. The Client and LeanScaper may each be referred to herein as “Party” or collectively as the “Parties”.
BY CLICKING THE BUTTON MARKED “CONTINUE” OR USING THE LEANSCAPER AI PLATFORM, CLIENT SIGNIFIES IT HAS READ, AGREES WITH AND ACCEPTS THESE TERMS OF USE, AND THE TERMS OF USE BECOME A LEGALLY ENFORCEABLE CONTRACT BETWEEN THE PARTIES AS OF THIS DATE (THE “EFFECTIVE DATE”). IF CLIENT DOES NOT AGREE TO ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, IT CANNOT ACCESS OR USE THE SERVICES.
LEANSCAPER MAY REVISE AND UPDATE THESE TERMS OF USE AT ANY TIME BY POSTING THEM ON THE LEANSCAPER WEBSITE AT www.leanscaper.com (THE “WEBSITE”). CLIENT’S CONTINUED ACCESS TO AND USE OF THE LEANSCAPER PLATFORM WILL MEAN THAT CLIENT ACCEPTS THOSE CHANGES AND ITS USE OF THE LEANSCAPER PLATFORM AND SERVICES WILL ALWAYS BE SUBJECT TO THE TERMS OF USE IN EXISTENCE AT THE TIME OF SUCH USE.
1. SERVICES
Services. LeanScaper shall provide to Client and its authorized users (the “Users”) access to the LeanScaper Platform and any Services purchased by the Client through the LeanScaper Website or an applicable executed Order Form executed by the Parties (an “Order Form”). The Services will be provided in accordance with the terms and conditions set out in these Terms of Use and, if Client orders the Services through an Order Form, the terms and conditions set out in the Order Form (collectively, the “Agreement”).
1.2 Restrictions. Client will use the Services only through its Users and only for Client’s own internal business purposes in accordance with all applicable laws. Client agrees not to (and will not allow any agent, employee, or third party to): (i) remove or otherwise alter any proprietary marks, notices or labels from the Services or any output thereof; (ii) reverse engineer, decompile, disassemble, attempt to create derivative works of or otherwise attempt to discover the underlying source code, structure, ideas, or algorithms of the Services or any software used to provide or make the Services available; or (iii) rent, resell, sublicense, lease, time-share or otherwise allow any third party access to or use of the Services.
1.3 Ownership. LeanScaper and its licensors retain all right, title, and interest in and to the Services and any software, products, works or other intellectual property created, used, provided or made available by LeanScaper under or in connection with the Services (including all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos, marks know-how, algorithms and methodology relating to the Services). Client acknowledges that (i) LeanScaper and its licensors own all right, title and interest in and to the LeanScaper Platform and all documents, guides, spreadsheets, videos, tools, SOPs, Scorecards, or other content that is made available on the LeanScaper Platform (collectively, the “LeanScaper Content”), and all updates, adaptations, translations, customizations or derivative works thereof; and (ii) the LeanScaper Platform, LeanScaper Content, and all other materials provided by LeanScaper hereunder are licensed and not sold.
1.4 Not Professional Advice. From time to time, LeanScaper may recommend certain practices for business operations, including business management strategies. Notwithstanding these recommendations, Client acknowledges and agrees that: (i) any such recommendations do not constitute legal or professional advice and LeanScaper shall have no liability with respect to any such recommendations; and (ii) Client is solely responsible for implementing the business strategies which are best suited for it and for ensuring it complies with all applicable laws and regulations.
2. CLIENT OBLIGATIONS
2.1 Account. To access the LeanScaper Platform, Client and each User must register an account (an “Account”). To complete Account registration, the Client and each User must provide LeanScaper with certain information, including email address, contact information, actual/target revenue, divisions, and crews. Client must also provide billing information when creating its paid Account. LeanScaper may rely on this information to identify Users and their activity and for billing purposes, and Client shall promptly update and otherwise maintain information to keep its Account current at all times and cause its Users to do the same. LeanScaper may reject an application for an Account, or cancel an existing Account, for any reason, in its sole discretion. By creating an Account, each User represents and warrants that (i) they are the older of 18 years and the age of majority in the jurisdiction where they reside; (ii) any information provided to LeanScaper by a User both when completing the account registration process and in the future, is and will be true, accurate, current, and complete; and (iii) Client and each User will keep all Account information up to date. Client acknowledges and agrees that it will not provide any other person with access to the LeanScaper Platform or Services, or any portion of them, using its Account.
2.2 Client Control and Responsibility. Client has and will retain sole responsibility for: (a) all information, instructions and materials provided by or on behalf of Client or any User in connection with the Services, including any data that Client or its Users load, transmit to, enter into the LeanScaper Platform, or otherwise provide to LeanScaper in connection with the Services (the “Client Data”); (b) the security and use of any access credentials, including their Account credentials; and (c) all access to and use of the Services directly or indirectly by or through a User’s access credentials or Account, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.
2.3 Acceptable Use. Client shall not, and shall ensure that its Users do not, directly or indirectly:
(i) interfere with or disrupt the security, integrity or performance of all or part of the Services;
(ii) bypass or breach, or attempt to bypass or breach, any security device or protection used in connection with the Services;
(iii) input, upload, transmit, or otherwise provide to or through the Services any information, data, or other materials that may permit unauthorized access to, or destroy, disrupt, disable, distort, or otherwise harm or impede all or part of the Services, including by introducing any virus, bug, Trojan horse, worm, backdoor, malware or other malicious computer code;
(iv) access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party, or that violates any applicable law;
(v) access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means;
(vi) systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from LeanScaper;
(vii) interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services;
(viii) use the Services as part of any effort to compete with LeanScaper or otherwise use the Services or the LeanScaper Content for any revenue-generating endeavor or commercial enterprise that provides similar services or materials to the Services;
(ix) except as permitted under this Agreement, not copy or reproduce, republish, upload, post, transmit, create derivative works of, or distribute the LeanScaper Content, or any portion thereof, or facilitate or permit any third party to do so; or
(x) use the Services in violation of applicable laws.
2.4 Privacy. Client acknowledges that any personal information that Client and its Users input into the LeanScaper Platform, or that are otherwise submitted to or collected by the Services as a result of Client’s and its Users’ use thereof, will be handled in accordance with LeanScaper’s Privacy Policy. Client represents and warrants to LeanScaper that any personal information provided to LeanScaper has been collected and disclosed to LeanScaper in compliance with applicable laws, and that it has obtained sufficient consent for LeanScaper to collect, use, and disclose personal information to perform the Services and to use aggregate, anonymized data as specified in this Agreement.
3. INTELLECTUAL PROPERTY RIGHTS AND PROPRIETARY RIGHTS
3.1 License. In consideration of the mutual covenants and subject to the terms and conditions contained in this Agreement, including payment of the Fees, LeanScaper shall provide Client and the Users a revocable, non-exclusive, non-transferable, non-sublicensable right during the Term to:
(a) access, read, and use the Services, including any LeanScaper Content provided thereon, solely for Client’s internal business purposes and for no other purpose; and
(b) store, print or copy the LeanScaper Content to which Client and its Users have access solely in connection with Client’s use of and access to the Services, provided that Client and its Users must retain all copyright and other proprietary notices of LeanScaper or its Licensors contained on such LeanScaper Content, including any trademarks, service marks, and logos (“Marks”).
3.2 Client Data. Subject to the rights granted in this Agreement, LeanScaper does not assert any ownership to Client Data, and Client and its Users shall retain full ownership and any intellectual property rights or other proprietary rights associated with the Client Data. Client represents, warrants and covenants to LeanScaper that (i) it or its Users own or otherwise have, and will have, the necessary rights and consents in and relating to the Client Data so that, as received by LeanScaper and processed as contemplated by this Agreement, they do not and will not infringe, misappropriate or otherwise violate any intellectual property rights or any privacy or other rights of any party or third party or violate any applicable law and (ii) Client or its Users can grant the rights and licenses to the Client Data contemplated by this Agreement to LeanScaper.
3.3 License to Client Data. Client grants to LeanScaper a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide, and fully sublicensable license to access, collect, store, anonymize, aggregate, and use Client Data to perform the Services and as otherwise contemplated by this Agreement. Client acknowledges and agrees that LeanScaper shall own all results from aggregating, anonymizing, or otherwise processing Client Data, including compilations and derivative works thereof, and can use such data for any purpose (including, for example, to improve or expand LeanScaper’s product offerings). Client hereby irrevocably grants all such rights and permissions in or relating to Client Data: (a) to LeanScaper and LeanScaper’s personnel as are necessary or useful to perform the Services, produce analytics, and train or improve any models or algorithms underlying or forming part of the Services, including any AI Products (as defined below); and (b) to LeanScaper as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder. Client acknowledges and agrees that LeanScaper shall own all results from aggregating or anonymizing Client Data, including compilations and derivative works thereof, and can use such data for any purpose (including, for example, to improve or expand LeanScaper’s product offerings). Client acknowledges and agrees that LeanScaper shall own all such aggregated or anonymized data, including all intellectual property rights relating thereto.
3.4 Artificial Intelligence. As part of the Services, LeanScaper provides products, features, or tools powered by artificial intelligence, machine learning, or similar technologies (collectively, "AI Products"). LeanScaper provides the AI Products through third-party service providers ("AI Service Providers"), including OpenAI, Anthropic (Claude), Amazon Web Services (AWS) AI, Microsoft Azure AI and Google Cloud AI. To the extent that Client or its Users use the AI Products, Client acknowledges and agrees that any input and output of these AI Products, including any Client Data input into the AI Products, will be shared with and processed by these AI Service Providers to enable Client and its Users’ use of the AI Products and improve the AI Products. Client agrees not use the AI Products in any way that violates the terms or policies of any AI Service Provider.
3.5 Feedback. In connection with use of the Services, Client and its Users may choose to provide LeanScaper with information or materials such as feedback, questions, comments, or suggestions for features, functionalities, or the like (collectively, “Feedback”). Such Feedback shall be the exclusive property of LeanScaper, and Client and its Users shall unconditionally waive and assign to LeanScaper all moral rights they may now have or have in the future relating to such Feedback. LeanScaper shall own this Feedback and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to Client or its Users. Nothing in this Agreement will impair LeanScaper’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Client may develop, produce, market, or distribute.
4. FEES AND PAYMENT
4.1 Fees. Client shall pay to LeanScaper the fees as set forth at www.leandscaper.com or, if applicable, as set out in an Order Form, including any recurring subscription fees and one-time fees set out therein (collectively, the “Fees”). Client shall pay all Fees due to LeanScaper on the dates or on the intervals set forth on the Website at the time of subscribing or in the applicable Order Form, and any recurring subscription fees upon the monthly or annual anniversary of the Effective Date thereafter, as applicable, during the Term. Unless otherwise set forth in an applicable Order Form, all amounts payable to LeanScaper shall be paid in U.S. Dollars. The Fees are not refundable, except as expressly provided herein. LeanScaper reserves the right to offer alternative payment terms at its sole discretion.
4.2 Late Fees. Notwithstanding any other rights of LeanScaper, in the event of late payment by Client, LeanScaper shall be entitled to interest on the amount owing at a rate of two percent (2%) per month (26.82 % compounded annually) or the highest rate allowed by applicable law, whichever is less. If LeanScaper is required to initiate legal action due to nonpayment of Fees, Client shall bear all costs resulting from the collection of such Fees.
4.3 Fee Increases. Prior to any Renewal Term, LeanScaper reserves the right to adjust the applicable Fees payable by Client upon renewal in its sole discretion. Any changes to pricing will be communicated to the Client by posting the updated fees on the Website at www.leanscaper.com.
4.4 Taxes. Any and all payments made by Client in accordance with this Agreement are exclusive of any taxes that might be assessed against Client by any jurisdiction. Client shall pay or reimburse LeanScaper for all: (i) value-added, sales, use, property and similar taxes; (ii) all customs duties, import fees, stamp duties, license fees and similar charges; and (iii) all other mandatory payments to government agencies of whatever kind; except taxes imposed on the net or gross income of LeanScaper. All amounts payable to LeanScaper under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including value added tax, customs duty and withholding tax.
4.5 Suspension for Non-Payment. LeanScaper reserves the right to suspend Client or its Users’ access to the Services for any breach of this Agreement by Client or the Users, including non-payment or late payment of Fees. Without limiting the foregoing, should a payment due under this Agreement become overdue by a period greater than fourteen (14) days, LeanScaper may suspend the Client or its Users’ access to the Services until all of the outstanding payments due under this Agreement are paid.
5. TERM AND TERMINATION
5.1 Initial Term. The Agreement shall commence on the Effective Date and shall remain in full force and effect for the duration of the subscription term set out when purchasing access to the Services (the “Initial Term”), unless extended or terminated in accordance with this Section 5.
5.2 Renewal Term. At the conclusion of the Initial Term, the subscription for the Services ordered by Client and this Agreement shall automatically extend for additional periods equal to the Initial Term (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless either party provides written notice of their intent not to renew the Agreement not less than thirty (30) days prior to the expiration of the existing term (whether the Initial Term or a Renewal Term) or this Agreement is terminated. Client shall pay all Fees applicable for the continued subscription to the Services in such Renewal Term.
5.3 Termination by LeanScaper. This Agreement may be terminated by LeanScaper:
(a) For convenience, at LeanScaper’s sole discretion, with 30 days prior written notice to Client; and
(b) By LeanScaper, automatically:
(i) and without notice from LeanScaper if Client or its Users fail to comply with any terms or conditions of this Agreement; or
(ii) if does not pay any Fees due for the renewal or continuation of this Agreement in accordance with Section 5.2 within 30 days.
5.4 Termination by Client. If Client wishes to terminate this Agreement with LeanScaper with respect to its access or use of the LeanScaper Platform or Services, it may do so upon written notice to LeanScaper. Any termination by Client will only take effect at the end of the current Term unless otherwise agreed to by LeanScaper.
5.5 Effect of Termination. Upon any termination of this Agreement, Client shall, as of the effective date of such termination, immediately cease accessing and otherwise utilizing the LeanScaper Platform and Services and LeanScaper Confidential Information. Termination for any reason shall not relieve Client of the obligation to pay any Fees accrued or due and payable to LeanScaper prior to the effective date of termination, and termination for any reason shall not entitle Client to a refund of any prepaid fees or relieve Client of the obligation to pay all future amounts due. Termination of this Agreement shall not be construed to waive or release any claim that a party is entitled to assert at the time of such termination.
6. CONFIDENTIAL INFORMATION
6.1 Definitions. For the purposes of this Agreement, “Confidential Information” means all information of a confidential nature provided by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), which shall include, but not be limited to, Client Data (as Client Confidential Information) and LeanScaper property, including the LeanScaper Content, LeanScaper pricing and LeanScaper product information (as LeanScaper Confidential Information). However, Confidential Information does not include any information that:
(a) is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available to the public;
(b) was acquired by the Receiving Party before receiving such information from the Disclosing Party and without restriction as to use or disclosure thereof;
(c) is hereafter furnished to the Receiving Party by a third party without violating any restriction as to use or disclosure thereof; or
(d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
6.2 Confidential Information. Each party, in its capacity as a Receiving Party, that receives or otherwise comes into possession or obtains knowledge of Confidential Information shall not use, or otherwise disclose to any third party, the Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party; provided, however, that LeanScaper may use, retain and disclose Client Confidential Information as necessary in order to perform the Services hereunder. Subject to Section 6.3, each party shall (a) keep confidential and not disclose any Confidential Information of the other party except as expressly permitted by these Terms of Use, and (b) not use any Confidential Information of the other party for any purpose other than as and to the extent expressly permitted under this Agreement or as may be reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.
6.3 Permitted Disclosure. LeanScaper may, in its capacity as a Receiving Party, disclose Confidential Information of Client to LeanScaper’s personnel, including those of its affiliates, and any of LeanScaper’s service providers, if and to the extent that such persons need to know the Confidential Information to perform their obligations under this Agreement, such as the provision of access to the LeanScaper Platform and Services to Client and its Users. Either party may, in their capacity as a Receiving Party, disclose Confidential Information if and to the extent required by a governmental authority, on condition that, to the extent permitted by law, before disclosing such Confidential Information, the Receiving Party must use commercially reasonable efforts to promptly notify the Disclosing Party of the required disclosure and, at the Disclosing Party’s cost and expense, cooperate with the Disclosing Party to take such steps as it desires to challenge or contest such disclosure or seek a protective order.
6.4 Injunctive Relief. Each party acknowledges that any violation of the provisions of this Section 6 may cause irreparable damage or injury to the other party, the exact amount of which may be impossible to ascertain, and that, for this reason, in addition to any other remedies available to such party, each party is entitled to proceed immediately to court in order to obtain interim, interlocutory, and final injunctive relief restraining the other party from breaching, and requiring the other party to comply with, its obligations under this Section 6, without a requirement that a finding of irreparable harm, proof of actual damages or other criteria for the awarding of injunctive relief be made. Each party agrees not to plead sufficiency of damages as a defence and acknowledges the importance to the other party of its strict compliance with the terms of this Section 6.
7. REPRESENTATIONS AND WARRANTIES
7.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that it has all required corporate power and capacity to enter into this Agreement, to grant the rights and license granted under this Agreement and to perform its obligations under this Agreement, and when executed and delivered by each of the parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2 Disclaimer of Warranties. LEANSCAPER, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THE SERVICES OR LEANSCAPER CONTENT WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF CLIENT OR ITS USERS, (C) ALL ERRORS OR DEFECTS IN THE SERVICES OR ANY CONTENT CAN OR WILL BE CORRECTED, OR (D) THE SERVICES, ANY CONTENT, OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS SECTION 7, TO THE FULLEST EXTENT PERMITTED BY LAW, LEANSCAPER, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES AND THE LEANSCAPER CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES OR THE LEANSCAPER CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE SERVICES AND THE LEANSCAPER CONTENT ARE PROVIDED “AS IS’’ WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE SERVICES OR THE LEANSCAPER CONTENT IS AT CLIENT’S AND THE USER’S OWN RISK. LEANSCAPER, ITS AFFILIATES, AND ITS LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE SERVICES OR THE LEANSCAPER CONTENT. THE SERVICES AND THE LEANSCAPER CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES. LEANSCAPER DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE SERVICES OR THE LEANSCAPER CONTENT. IN ADDITION, LEANSCAPER EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE SERVICES AND THE CONTENT.
8. INDEMNIFICATION
8.1 Client Indemnity. Client will defend, indemnify and hold harmless LeanScaper, its affiliates and all of their respective officers, directors, employees, service providers, licensors and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, liabilities or other costs or expenses of any kind or nature including reasonable legal fees, brought in connection with or as a result of:
(a) Client’s or its Users’ breach of this Agreement, including Client’s breach of any of its warranties, representations or obligations under this Agreement or any documents referenced herein;
(b) Client’s or a User’s violation of any law or the rights of a third party (including privacy or intellectual property rights);
(c) Client’s infringement or misappropriation of a third party’s intellectual property rights;
(d) the gross negligence, fraud, or wilful misconduct of Client or any of its Users; or
(e) Client’s or a User’s use of the LeanScaper Platform.
8.2 LeanScaper Indemnity. LeanScaper will defend, indemnify and hold harmless Client, its affiliates and all of their respective officers, directors, employees, service providers, licensors and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, liabilities or other costs or expenses of any kind or nature including reasonable legal fees, arising out of (a) a third party claim alleging that the Services or LeanScaper Content infringe or misappropriate any third party intellectual property rights; or (b) LeanScaper’s gross negligence, fraud, or wilful misconduct.
9. LIMITATIONS OF LIABILITY
9.1 Disclaimer of Liability.
(a) IN NO EVENT WILL LEANSCAPER OR ANY OF ITS AFFILIATES OR ITS OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, AGENTS, OR SERVICE PROVIDERS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT LEANSCAPER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES OR THE CONTENT.
(b) TO THE EXTENT THAT THE FOREGOING LIMITATIONS DO NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LEANSCAPER IN CONNECTION WITH OR UNDER THIS AGREEMENT, INCLUDING IN CONNECTION WITH THE CLIENT OR USER’S USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES OR THE CONTENT, EXCEED THE ACTUAL FEES PAID TO LEANSCAPER BY CLIENT IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO THE LIABILITY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
(c) CLIENT AGREES THAT IT MAY BRING CLAIMS AGAINST LEANSCAPER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
(d) THE LIMITATIONS ABOVE REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10. GENERAL
10.1 Interpretation. In this Agreement, unless there is something in the subject matter or context inconsistent therewith or unless otherwise herein provided: (i) all references to a designated “Article”, “Section” or other subdivision or to a Schedule are to the designated Article, Section or other subdivision of, or Schedule to, this Agreement; (ii) the words “herein”, “hereof”, “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision; (iii) the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement; (iv) any reference to gender includes all genders and words importing the singular number only include the plural and vice versa; (v) the word “or” is not exclusive, and the words “including”, “includes” and “include” means “including without limitation”; and (vi) references to “days” are to all days including, for the avoidance of doubt, Saturdays, Sundays and bank holidays.
10.2 Third Party Services. LeanScaper may from time to time recommend or provide Client or its Users with access to third party products, services, or website links (collectively, “Third Party Services”) for Client and its Users’ consideration or use, including via the LeanScaper Platform. Such Third Party Services are provided by third party service providers (each, a “Third Party Provider”) and made available only as a convenience. In addition to this Agreement, Client and its Users also agree to be bound by the additional service-specific terms applicable to services they purchase from, or that are provided by, Third Party Providers. The relationship between Client or the User and any Third Party Provider is strictly between Client or the User and such Third Party Provider, and LeanScaper is not obligated to intervene in any dispute arising between Client or the User and a Third Party Provider. If Client or the User decides to access or use a Third Party Service, they do so at their own risk and waive any claims against LeanScaper. Client also agrees to indemnify and hold LeanScaper and its affiliates, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of Client or its Users’ use of a Third Party Service or their relationship with a Third Party Provider.
10.3 Assignment. Client shall not transfer or assign its rights and obligations under this Agreement without the prior written consent of LeanScaper.
10.4 Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
10.5 No Agency. Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. Client does not have any authority of any kind to bind LeanScaper.
10.6 Publicity. LeanScaper may identify Client as a LeanScaper customer and use Client’s name and mark and/or logo on the LeanScaper Website and/or in LeanScaper’s marketing materials.
10.7 Force Majeure. Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including acts of God, Internet outage, terrorism, war, fires, earthquakes, pandemics, epidemics, government stay-at-home orders, natural disasters and emergencies (each a “Force Majeure Event”); provided that the non-performing party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance. Notwithstanding the foregoing: (i) Client shall be liable for payment obligations for Services rendered; and (ii) if a Force Majeure Event continues for more than one-hundred and twenty (120) days, either party may terminate this Agreement by written notice to the other party.
10.8 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its choice of law or conflict of law provisions.
10.9 Dispute Resolution. connection with any dispute arising from or in connection with this Agreement, Client irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court constitutes an inconvenient forum. TO THE GREATEST EXTENT PERMITTED BY LAW, CLIENT AGREES THAT IT MAY ONLY BRING CLAIMS AGAINST LEANSCAPER IN ITS INDIVIDUAL CAPACITY AND HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY, TO ASSERT OR PARTICIPATE IN ANY CLASS ACTION LAWSUIT, AND TO ANY JOINT OR CONSOLIDATED LAWSUIT OF ANY KIND.
10.10 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from these Terms of Use or the Order Form, as applicable, and the remaining provisions of will remain in full force and effect.
10.11 Survival. The provisions of Sections 6 (Confidentiality), 8 (Indemnification), 9 (Limitations on Liability), 10 (General) and any other provisions which by their nature ought to survive termination will survive termination or expiry of this Agreement, however and whenever occurring.
10.11 Successors and Assigns. This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.
10.12 Authorization. Each party represents and warrants that it has been duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person signing on each party’s behalf has the power and authority to do so.
10.13 Entire Agreement. These Terms of Use and each Order Form, along with any documents incorporated by reference therein, together represent the complete and exclusive statement of the contract between LeanScaper and Client with respect to the subject matter hereof and supersede any prior understandings, agreements, or representations by or between the parties, written or oral, with respect to the subject matter hereof. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by LeanScaper and Client. In case of a conflict between the terms and conditions of this Agreement and the terms and conditions contained on any invoice or other documents, the terms and conditions of this Agreement shall control.
10.14 Export Controls. Each party shall comply with the export laws and regulations of Canada, the United States, and other applicable jurisdictions in providing access and using the LeanScaper Platform and Services. Without limiting the generality of the foregoing, Client shall not make the LeanScaper Platform or Services available to any person or entity that: (i) is located in a country that is subject to a Canadian government embargo; (ii) is listed on any Canadian or American government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.
10.15 Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.