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Leap Evaluation License Terms and Conditions
This Evaluation License Terms and Conditions (the "Agreement") is made effective as of 29 November 2024 (the "Effective Date") by and between Leap (the "Licensor") and its customers (the "Licensee").
Licensor wishes to provide Licensee the opportunity to evaluate and test Licensor's Product, an AI based tool for mid-level managers in organizations (collectively, the "Product"), in connection with a potential mutual beneficial commercial engagement between the parties with respect to the Product.
The parties wish to regulate under this Agreement the terms and conditions under which Licensor grants to Licensee the right to use the Product for evaluation and proof of concept.
1. Grant of License and Term
Licensor hereby grants to Licensee a non-transferable, non-exclusive, limited license to use the Product, solely for the purpose of Licensee's internal evaluation of the Product and proof of concept considering future cooperation, in accordance with the terms and conditions of this Agreement (the "License").
The License includes the use of the Product by Licensee's employees and consultants (each a "User"), provided that such use is required for the purposes hereunder, and the Licensee is fully liable for such use. This License shall be valid for a trial period (the "License Term").
2. Restriction of Use
Licensee shall not:
- Sell, offer for sale, lease, license or otherwise commercialize, transfer, distribute or otherwise dispose of the Product or make the Product available to any person, firm, or corporation;
- Copy, modify, translate, convert to another programming language, reverse engineer, decompile, debug or otherwise attempt to discover any source code from, reproduce in any form or disassemble, make derivative works of, frame, mirror, or download all or any part of the Product, nor attempt to do any of the foregoing;
- Use the Product in order to develop, or create, or permit others to develop or create, similar or competitive products or services;
- Publish or disseminate any benchmark testing or other analysis on the Product;
- Interfere with, circumvent, or impair the operation of the Product and services.
3. Warranty and Disclaimers
The Product is provided "AS IS", without any warranties of any kind whatsoever, including without limitation warranties concerning the use, performance, fitness for purpose, non-infringement or availability of the Product, and/or the completeness or accuracy of any insights or analysis provided by the Licensor thereunder. Any such insights or analysis do not constitute an advice or recommendation.
Licensee is aware that the Product is currently provided in an ALPHA version, and that the Licensor does not warrant that the Product will operate error free or without interruption or bugs, nor that it will meet Licensee requirements or expectations.
4. Proprietary Information and Confidentiality
Licensee acknowledges that the Product is confidential and proprietary to Licensor. All rights, title, and interest in and to any copyrights, patents, trade secrets, and any other intellectual property rights related to the Product, and related to all copies, partial copies, adaptations, additions, collective works, compilations, derivative works, enhancements, modifications, and translations of the Product, regardless of when or by whom created, shall remain in, or is assigned to Licensor. Nothing in this Agreement shall be construed to convey any title or ownership rights to Licensee.
Each party will maintain all Confidential Information that is disclosed, provided, or otherwise becomes known to it in strict confidence and will not divulge any Confidential Information to any third party. All rights in and title to the Confidential Information remain within the disclosing party.
"Confidential Information" means any information, data, and know-how, in whatever form, that relates to the business, financial condition, technology, and/or products of the disclosing party.
5. Data Privacy
While providing the Product and the services, Licensor may collect both personally identifying information and non-identifiable information (together the "Information"). Additionally, Licensor utilizes certain third-party services in order to make the Product available, such as, without limitation, hosting services for storage of Information, and may disclose Information to such third-party services.
By executing this Agreement Licensee accepts to share the Information with Licensor according to the provisions of this Agreement. Full details of data handling practices are described in our Privacy Policy.
6. Limitation of Liability
Except for damages related to a party's breach of sections 2, 5 and 7 or fraud or willful misconduct:
- In no event will either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits or savings, even if a party has been advised of their possibility; and
- Licensor's total liability for all claims in the aggregate arising from this agreement shall be limited to the amount paid by Licensee under this Agreement.
7. General
This Agreement constitutes the entire understanding and agreements between the parties and replaces any previous agreements, understanding or communications.
No modification or amendment to this Agreement shall be binding unless in writing and executed by both parties.
This Agreement will be governed by and construed under the Laws of the State of Israel without reference to its conflict of laws principles, and the competent court of Tel-Aviv-Jaffa shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.