Leapcell Terms of Service

Last Modified: November 20, 2024

Welcome to Leapcell, the website and online service of Leapcell, Inc. (“Leapcell,” “we,” or “us”). This page explains the terms by which you may use our online services, website, software, cloud computing platform, APIs, and all other services under Leapcell’s control, provided on or in connection with the service (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms of Service (this “Agreement”), our Acceptable Use Policy, and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Service. Leapcell reserves the right to modify these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Service (“Users”).

Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. Our Service

Eligibility

This is a contract between you and Leapcell. You must read and agree to these terms before using the Leapcell Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Leapcell and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You are responsible for the acts of others using your access to the Service and will be held responsible for violations of the Service by persons who gain access using your account or shared access. Any use or access by anyone under 16 is strictly prohibited and a violation of this Agreement. The Service is not available to any users previously removed from the Service by Leapcell.

Limited License

Subject to the terms and conditions of this Agreement, Leapcell grants you a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Service solely for your own use, as permitted by the features of the Service. Leapcell reserves all rights not expressly granted herein in the Service and the Leapcell Content. Leapcell may terminate this license at any time for any reason or no reason.

User Accounts

Your account on the Service (“User Account”) provides you access to services and functionalities that Leapcell may establish and maintain from time to time at its sole discretion. If you open a User Account on behalf of a company or other entity, then (i) “you” includes you and that entity, and (ii) you represent that you are an authorized representative with the authority to bind the entity to this Agreement. By connecting with Leapcell via a third-party service, you authorize Leapcell to access and use your information as permitted by that service and to store your log-in credentials for that service.

You may never use another User’s account without permission. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. Strong passwords are recommended. You must notify Leapcell immediately of any unauthorized access or breach of security. Leapcell is not liable for any losses caused by unauthorized use of your User Account.

Manage your User profile and Service settings by visiting your account settings. By providing your email address, you consent to Leapcell using it to send Service-related notices and other messages. You may opt out of these messages, although opting out may prevent you from receiving updates, improvements, or offers.

Accepted Use

Leapcell’s 'Fair Use' is hereby incorporated by reference.

Changes to the Service

Leapcell may, without prior notice, change the Service; stop providing it, or any feature of it, to you or to Users generally; or impose usage limits. We may terminate or suspend your access to the Service without notice for any reason, including a violation of this Agreement. Upon termination for any reason, this Agreement remains in effect.

Disputes with Other Users

You are solely responsible for interactions with other Users. Leapcell reserves the right, but is not obligated, to monitor disputes between you and other Users.

Export Control

You agree to comply with U.S. export laws, including the Foreign Corrupt Practices Act and any U.S. Department of Commerce regulations. You confirm that by using the Service, you are authorized to receive the Service and are not (and are not part of or located in or a resident of) a sanctioned entity, group, or region restricted by OFAC or any other sanctions authority. Using the Service from embargoed countries, including but not limited to Crimea, Donetsk, Luhansk, Cuba, Iran, North Korea, or Syria, is prohibited. Violation of this Section will result in immediate termination of this Agreement.

2. User Content

The Service allows Users to submit, post, display, provide, or otherwise make available content, such as profile information, comments, questions, source code, logs, and other information (any such materials submitted, posted, displayed, provided, or otherwise made available on the Service by a User is referred to as “User Content”).

Leapcell claims no ownership rights over User Content created by you. The User Content you create remains yours. Leapcell reserves the right (but not the obligation) at its sole discretion to monitor and/or remove any User Content on the Service, including User Content that violates these terms or our Acceptable Use Policy.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyrights, mask work rights, moral rights, rights of publicity, trademarks, trade dress, service mark rights, goodwill, trade secret rights, and other intellectual property rights as may exist now or hereafter, and all applications, registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

In connection with your User Content, you affirm, represent, and warrant the following:

• You have obtained, and are solely responsible for obtaining, all consents as may be required by law to post any User Content relating to third parties.
• Your User Content and Leapcell’s use of it as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

Leapcell assumes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You are solely responsible for your User Content and the consequences of posting, publishing, sharing, or otherwise making it available on the Service, and you agree that Leapcell acts only as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Leapcell shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

3. Our Proprietary Rights

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Leapcell Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Leapcell and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Leapcell Content. Use of the Leapcell Content for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including, without limitation, suggestions for improvements to the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, and will not place Leapcell under any fiduciary or other obligation. You further agree that we are free to use the Idea without any additional compensation to you and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You acknowledge that, by accepting your submission, Leapcell does not waive any rights to use similar or related ideas previously known to Leapcell, developed by its employees, or obtained from sources other than you.

The Service may include data, information, and other content not owned by you, such as credits or other virtual items offered by Leapcell (“Leapcell Property”). You understand and agree that, regardless of terminology used, Leapcell Property represents a limited license right governed solely by the terms of this Agreement and available for distribution at Leapcell’s sole discretion. Leapcell Property is not redeemable for any sum of money or monetary value from Leapcell at any time. You acknowledge that you do not own the User Account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of Leapcell on Leapcell’s servers, including without limitation any data representing or embodying any or all of your Leapcell Property. You agree that Leapcell has the absolute right to manage, regulate, control, modify, and/or eliminate Leapcell Property as it sees fit in its sole discretion, in any general or specific case, and that Leapcell will have no liability to you based on its exercise of such right. All data on Leapcell’s servers are subject to deletion, alteration, or transfer. Notwithstanding any value attributed to such data by you or any third party, you understand and agree that any data, User Account history, and User Account content residing on Leapcell’s servers may be deleted, altered, moved, or transferred at any time for any reason in Leapcell’s sole discretion, with or without notice and with no liability of any kind. Leapcell does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on Leapcell’s servers.

4. Paid Services

Billing Policies

Certain aspects of the Service may be provided for a fee or other charge. By choosing to use paid aspects of the Service, you agree to our Pricing and Payment Terms as we may update them from time to time. Leapcell may introduce new services for additional fees and charges or adjust fees and charges for existing services at any time at its sole discretion. Any changes to our Pricing or Payment Terms will take effect in the billing cycle following notice of such changes to you, as provided in this Agreement. We use Stripe as our third-party service provider for payment services, and by using our Service, you agree to be bound by Stripe’s Services Agreement, available at https://stripe.com/us/legal.

No Refunds

You may cancel your User Account at any time; however, refunds will not be issued for cancellations. In the event that Leapcell suspends or terminates your User Account or this Agreement, you acknowledge and agree that no refunds or exchanges will be granted for any Leapcell Property, unused subscription time, license or subscription fees for any portion of the Service, content or data associated with your User Account, or any other reason. It is your responsibility to export your User Content from the Service prior to account termination for any reason.

5. No Professional Advice

If the Service provides professional information, such as legal or financial information, it is for informational purposes only and should not be interpreted as professional advice. No actions should be based solely on the information provided in the Service. For advice specific to your situation, you should consult with a licensed or qualified professional in the relevant field.

6. Privacy

We care about the privacy of our Users. By using the Service, you consent to the collection, use, and disclosure of your personally identifiable information, as well as aggregate and/or anonymized data, as outlined in our Privacy Policy. You also consent to the collection, use, transfer, and processing of your personally identifiable information in the United States. Please review our Privacy Policy to understand how your data is handled.

7. Security

Leapcell prioritizes the integrity and security of your personal information. We implement commercially reasonable physical, managerial, and technical safeguards to protect the integrity and security of your personal information and your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to bypass our security measures or misuse your personal information. You acknowledge that you provide your personal information at your own risk.

8. DMCA Notice

Leapcell respects the rights of artists and content owners, and it is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Leapcell’s designated DMCA agent as outlined below. To be effective, your notice must include the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to allow Leapcell to contact you, such as an address, telephone number, and email address;
5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Please submit the above information to our DMCA Agent:

Attn: DMCA Notice

Leapcell, Inc.

Address: 2261 Market Street STE 22177 San Francisco, CA 94114

Phone: (415) 555-1234

Email: legal@leapcell.io

Under federal law, if you knowingly misrepresent that material on the Service is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this process is exclusively for notifying Leapcell that your copyrighted material has been infringed. This information is provided to comply with Leapcell’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but does not constitute legal advice. You may wish to consult an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable laws, Leapcell has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Leapcell also reserves the right to limit access to the Service and/or terminate the User Accounts of any Users who infringe the intellectual property rights of others, whether or not there is repeat infringement.

9. Third-Party Links and Information

The Service may contain links to third-party materials that are not owned or controlled by Leapcell. Leapcell does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and Leapcell’s Privacy Policy do not apply to your use of such sites. You expressly relieve Leapcell from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, any dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and the advertisers. You agree that Leapcell shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

10. Indemnity

You agree to defend, indemnify, and hold harmless Leapcell and its subsidiaries, agents, licensors, managers, and other affiliated companies, as well as their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule, or regulation; (v) User Content or any content that is submitted via your User Account, including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password, or other appropriate security code.

11. No Warranty

The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Leapcell or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Leapcell, its subsidiaries, affiliates, and licensors do not warrant that the content is accurate, reliable, or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.

Furthermore, Leapcell does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and Leapcell will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

Federal law, some states, provinces, and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.

12. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Leapcell, its affiliates, agents, directors, employees, suppliers, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will Leapcell be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or your account or the information contained therein.

To the maximum extent permitted by applicable law, Leapcell assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Leapcell, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to Leapcell hereunder or $100.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Leapcell has been advised of the possibility of such damage.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.

13. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Leapcell, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which Leapcell retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Leapcell. For any dispute with Leapcell, you agree to first contact us at legal@leapcell.io and attempt to resolve the dispute with us informally. In the unlikely event that Leapcell has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco County, California, unless you and Leapcell agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Leapcell from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights, or other proprietary rights.

Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial, or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and Leapcell are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

14. General

Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Leapcell without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notification Procedures and Changes to the Agreement. Leapcell may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Leapcell in our sole discretion. Leapcell reserves the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification as described in this Agreement. Leapcell is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Leapcell may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Leapcell in connection with the Service, shall constitute the entire agreement between you and Leapcell concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Leapcell’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Contact. Please contact us at legal@leapcell.io with any questions regarding this Agreement.

15. Hobby Plan

Leapcell offers a free Hobby Plan at its sole discretion. The Hobby Plan is intended solely for personal or non-commercial use. You shall not use the Services under the Hobby Plan for any commercial or production purposes. Leapcell reserves the right to modify the terms and conditions of the Hobby Plan or discontinue its offering at any time, without prior notice.

We reserve the right to disable or remove any project or deployment under the Hobby Plan, with or without notice, at our sole discretion. Projects or deployments under the Hobby Plan may be shut down or terminated without notice for any reason or no reason, including but not limited to the following:

• Delays or performance issues impacting other users, including, without limitation, those caused by high traffic, misuse, or malicious attacks.
• Violation of Leapcell's Terms of Service, Acceptable Use Policy, or any other applicable policies.

Leapcell shall not be liable for any data loss, disruption, or damages resulting from the termination or suspension of projects or deployments on the Hobby Plan.

If you require guaranteed performance, scalability, or additional features, we encourage you to consider upgrading to one of our paid plans.

For further inquiries, please contact us at support@leapcell.io.