Terms of Service

5. Intellectual Property

5.1 Lead Monkey IP

Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to:

(i) the Services;

(ii) the Lead Monkey Properties;

(iii) the Lead Monkey Marks;

(iv) the Lead Monkey Services; and

(v) any other technology and software that we provide or use to provide the Services and the Lead Monkey Properties.

You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Lead Monkey Properties, the Lead Monkey Marks or such other technology and software, except for the limited use and access rights described in this Agreement.

5.2 Your IP

Other than the rights and interests expressly set forth in this Agreement and excluding any and all works derived from Lead Monkey Properties, You reserve all right, title and interest (including all intellectual property and proprietary rights) in and to:

(i) content and data You may send to us or use as part of Your use of any Services ("Your Content"); and

(ii) Your Applications.

5.3 Feedback and Communications

In the event You elect, in connection with any of the Services, to communicate to us suggestions for improvements to the Services, the Lead Monkey Properties or the Lead Monkey Marks (collectively, "Feedback"), we shall own all right, title and interest in and to the same, even if You have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. Furthermore, any other content or information You post or provide to Lead Monkey via comments, forums, emails and the like (collectively, "Communications") shall be considered the property of Lead Monkey. You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback and Communications.

5.4 Non-Assertion

During and after the Term of the Agreement, with respect to any of the Services that You elect to use, You will not assert, nor will You authorize, assist or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

6. Representations and Warranties; Disclaimers; Limitations of Liability

6.1 Your Representations

You represent and warrant:

(i) that You are solely responsible for the development, operation, and maintenance of Your Application and for Your Content, including without limitation, the accuracy, appropriateness and completeness of Your Data, privacy notice, and all product-related materials and descriptions;

(ii) that You have the necessary rights and licenses, consents, permissions, waivers and releases to use and display Your Application and Your Content;

(iii) that neither Your Application nor Your Content

(a) violates, misappropriates or infringes any rights of us or any third party,

(b) constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or

(c) is designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age;

(iv) that neither Your Application nor Your Content contains any harmful components; and

(v) to the extent to which You use any of the Lead Monkey Marks, that You will conduct Your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of Lead Monkey.

You also represent and warrant that You are responsible for any charges incurred by virtue of Your use of the Application, no matter whether the Application acted in error.

6.2 Registration and Authority

You represent and warrant that:

(i) the information You provide in connection with Your registration for the Services is accurate and complete;

(ii) You are duly authorized to do business in the jurisdiction where You operate; and

(iii) You are an authorized representative of Your entity duly authorized to access the Services and to legally bind You to this Agreement and all transactions conducted under Your account.

6.3 Disclaimers

LEAD MONKEY PROPERTIES, THE LEAD MONKEY MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE LEAD MONKEY PROPERTIES, THE LEAD MONKEY MARKS, THE SERVICES OR PROMOTIONAL CREDITS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICES OR WEBSITE WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, FREE OF HARMFUL COMPONENTS OR THAT THE DATA YOU STORE WITHIN THE SERVICES WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE OR WEBSITE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

6.4 Limitations of Liability

NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM:

(i) THE USE OR THE INABILITY TO USE LEAD MONKEY PROPERTIES, THE LEAD MONKEY MARKS, THE SERVICES OR PROMOTIONAL CREDITS;

(ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR

(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT.

IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

7. Indemnification

You agree to indemnify and hold harmless Lead Monkey, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law including consumer privacy laws, in violation of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Lead Monkey.