This User Agreement (the "Agreement") is a legal agreement between you and Planleaf Inc. ("Prospect") respecting your use of Prospect services as described herein and on Prospect's website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you are accepting this Agreement on behalf of a company, employer or other entity, so that such company, employer or other entity and/or its employees and you are to be permitted to use the services and software hereunder, you are representing that you have the authority to bind such company, employer or other entity to this Agreement, and will also comply with this Agreement as an individual. If you have any questions or concerns about the terms of this agreement, please contact us at firstname.lastname@example.org
- 1.1."Services" has the meaning set forth in Section 2 below.
- 1.2."Software" means the Prospect browser add-on that a user must download in order to utilize the Services.
2. The Services
- 2.1. Prospect will provide users, through the Software, with the ability to abstract certain publicly-posted contact information from supported websites and export such contact information to the user's supported spreadsheet or CRM applications (the "Services"). The Services are provided subject to the terms and conditions of this Agreement.
- 2.2. In order to use the Services, you must:
- (a) provide up-to-date, complete and accurate registration and payment information, as required in Prospect's sign-up process;
- (b) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
- You specifically agree that Prospect may rely on the accuracy of the information provided by you to Prospect, and that Prospect will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Prospect.
- 2.3. Prospect may provide you with certain information to allow you to use the Services, such as a user ID and a password or the ability to create a user ID and/or password (the "Access Information"). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information. Prospect is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
- 2.4. Prospect reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content or account access. Prospect may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without notice or liability.
- 2.6. You acknowledge and agree that an integral part of the Services entails the collection of information and data from supported websites. Although such information and data is publicly posted, it may constitute personal information of the persons that it pertains to. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ALL RELEVANT PERMISSIONS FROM SUCH PERSONS AND/OR THE WEBSITES ON WHICH SUCH INFORMATION AND DATA ARE PRESENTED TO COLLECT SUCH INFORMATION AND DATA USING THE SERVICES. PROSPECT WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU, ANY WEBSITE ON WHICH YOU USE THE SERVICES, OR ANY THIRD PARTY WHOSE INFORMATION AND DATA ARE COLLECTED IN YOUR USE OF THE SERVICES, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO PROSPECT'S USE OF SUCH INFORMATION TO PROVIDE THE SERVICES OR YOUR USE OF SUCH INFORMATION, AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD PROSPECT HARMLESS AGAINST ANY SUCH CLAIMS. Prospect only provides such information and data to you at the time that you use the Services and does not store any such information and data; you are responsible for complying with all applicable laws, including privacy laws, with respect to your storage and use of such information.
3. Your Use of the Services
- 3.1. You agree that:
- (a) You will not permit anyone other than you to obtain access to the Services through your Prospect account or otherwise using your Access Information, and will only use the Services in accordance with this Agreement and applicable law;
- (b) You will ensure that any information that is provided to Prospect pursuant to this Agreement is true, accurate, current and complete;
- (c) You will be solely responsible for all activities with respect to the Services undertaken by you;
- (d) You will not use the Services for any commercial purposes (meaning distribution or incorporation of the Software or Services into any product or service that you may develop) or for the benefit or on behalf of any third party;
- (e) You represent and warrant that you have the right and the authority to enter into this Agreement and to use the Services;
- (f) You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Prospect and other users of the Services;
- (g) You will not in any way use the Services to facilitate the transmission of harassing, abusive, libelous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent, obscene or pornographic activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party's privacy rights;
- (h) You will not interfere with or in any manner compromise any of Prospect's security measures;
- (i) You will not alter, modify, delete, or otherwise interfere with or in any manner compromise any website or content accessible through the Services or Software, or access or attempt to access, any information or data to which you have no rights;
- (j) You will cooperate with Prospect and provide information requested by Prospect to assist Prospect and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
- Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
- 3.2. You acknowledge and agree that Prospect will exercise no control over your use of the Services, and that you are solely responsible for complying with the provisions of this Agreement, the guidelines, rules and restrictions set down by any website or owner of the information that you access, and all applicable laws respecting your use of the Services. Prospect reserves the right to revoke service for any abusive conduct or fraudulent use of the Services and to cease the Services, temporarily or permanently, in the event that your use of the Services or the provision of the Services constitutes, in Prospect's reasonable judgment, a threat to Prospect's or any third party's computer systems, networks, files, materials or other data.
- 3.4. If you are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement and download, install or use the Software or Services. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction that your use of the Software and Services is allowed. Without limiting the foregoing, the Software and Services are not intended for children under the age of 13. We will close any accounts used exclusively by such children and will remove and/or delete any personal information we believe was submitted by or about any child under the age of 13.
4. The Software
- 4.1. Prospect hereby grants you a personal, non-exclusive, revocable, non-transferable license to use the Software on any compatible personal computer or other hardware, and solely for the purposes of using the Services. This license does not imply any rights to future upgrades or updates to, or versions of, the Software. However, if Prospect does provide you with any Software upgrades, updates or versions, such updates, upgrades and versions shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such upgrades, updates or versions. Such Software upgrades, updates and versions may be subject to additional payments. You do not have the right to obtain or use any source code for the Software.
- 4.2. You shall not:
- (a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
- (b) distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis;
- (c) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice);
- (d) copy any written materials accompanying any portion of the Software unless specifically authorized in writing to do so by Prospect;
- (e) use the Software in any way inconsistent with the use parameters for the Services;
- (f) attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by Prospect with respect to the Software and/or data and/or content transmitted or processed by Prospect;
- (g) collect or attempt to collect any information or communication about the other users of the Services or Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
- (h) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services; or
- (i) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (h) above, or attempting to do so.
- For the purposes of this provision "copy or reproduce" shall not include copying of statements and instructions of the Software during program execution when used in accordance with and for the purposes described in the user documentation or in the course of making backups of the computer or system on which the Software is installed, in accordance with industry standard business practices.
- 4.3. You specifically acknowledge that the Software is not developed, or licensed for use in any nuclear, aviation, mass transit, or medical application or in any other inherently dangerous, time-sensitive or mission critical applications. You agree that Prospect shall not be liable for any claims or damages arising from such use if you use the Software for such applications. You agree to hold Prospect harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Software for such applications.
- 4.4. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
5. Fees for Services
- 5.1. You agree to pay all applicable fees in connection with the Services. You authorize Prospect to automatically charge you for any and all fees incurred by you for Services. Prospect reserves the right to change its price list and to institute new charges at any time upon notice to you, which notice may be provided by means of updates on Prospect's website. Your use of the Services following such changes constitutes your acceptance of any new or increased charges.
6. Privacy and Confidentiality
- 6.2. Additionally, by submitting personal information to Prospect pursuant to this Agreement, including without limitation your name, address, and e-mail address, you consent to the collection, processing, transmission and disclosure of such information by Prospect for the purposes of Prospect's provision of the Services and Prospect's internal use and specifically the purposes for which such information has been requested, such as billing requirements. You specifically agree that Prospect may disclose your name, address, e-mail address and/or account information to third party service providers to the limited extent necessary to provide you with the Services, and that you are providing your express consent to communications from Prospect (including e-mail communications, both marketing and informational) respecting Prospect's products and services, including the Services and Software.
7. Intellectual Property Rights
- 7.1. You are responsible for complying with all applicable intellectual property laws in your use of the Services, including, without limitation, your development of your applications, and agree to indemnify, defend and hold Prospect harmless from any and all claims that arise as a result of your non-compliance with intellectual property laws and/or your infringement of any intellectual property rights.
- 7.2. You acknowledge that, except as expressly set forth in Section 8 below, the Software and Services are owned by Prospect, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Software and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Software. Nothing herein shall be construed as constituting a sale of the Software or any portion thereof to you.
- 7.3. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, the Services, or any part thereof. Your only rights to the Software, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.
8. Third Party Software
- 8.1. The Software and the Services includes or utilizes certain software licensed from specific libraries, plugins, framework or other code ("Third Party Code"), and is subject to the terms and conditions of such third party licenses. Ownership of copyright and other intellectual property and proprietary rights in and to such Third Party Code are as set forth in such third party licenses. The links to the applicable license terms are provided solely for your convenience, and Prospect disclaims any responsibility for the currency or accuracy of such links. It is solely your responsibility to ensure that you comply with the version of the applicable third party license in effect as of the date of your use of the Software and Services.
- 8.2. You acknowledge that such third party license terms apply only to the specific Third Party Code; such terms and conditions do not apply to any other portions of the Software or Services provided hereunder to you, and the terms and conditions of this Agreement shall govern all other portions of the Software or Services provided hereunder to you.
- 8.3. As such Third Party Code licensed from third parties is not under the control of Prospect, Prospect is not responsible for the contents of any such Third Party Code, including without limitation the accuracy, copyright compliance, legality, or any other aspect of such Third Party Code.
9. Disclaimer of Warranties
- 9.1. THE SOFTWARE AND SERVICES ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. PROSPECT ASSUMES NO RESPONSIBILITY FOR YOUR RELIANCE ON THE SOFTWARE OR SERVICES, OR FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE, OR ARISING FROM YOUR USE OF THE SERVICES OR SOFTWARE. PROSPECT DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SERVICES OR SOFTWARE, AND USE OF THE SERVICES AND SOFTWARE IS SOLELY AT YOUR OWN RISK. Prospect has no special relationship with or fiduciary duty to you, and you acknowledge that Prospect has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation with respect to any information obtained through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
10. Limitation of Liability
- 10.1. The only type of damages that can be recovered against Prospect arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, to the extent arising from Prospect's breach of this Agreement, gross negligence, or wilful misconduct. In no event shall the aggregate liability of Prospect exceed the amount paid by you for the portion of the Services that gave rise to the claim. PROSPECT SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software and Services is to uninstall and cease use of such Software and Services.
- 10.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROSPECT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF PROSPECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- 11.1. In addition to the indemnity obligations stated elsewhere in this Agreement, you agree to indemnify, defend and hold harmless Prospect, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your access to the Services, the Software, and any use of the information obtained by you in using the Services or Software, (b) your use or misuse of the Services and/or Software or your use of the information obtained by you in using the Services or Software, (c) any breach of this Agreement by you, (d) the infringement by you, or any third party obtaining access to the Services through you, of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws. Prospect reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Prospect, at your expense, in asserting any available defences.
- 12.1. You may terminate this Agreement at any time upon notice to Prospect. Upon any termination of this Agreement for any reason (whether by you or by Prospect), you must cease all use of the Services and Software and destroy and/or permanently delete all copies of the Software in your possession.
- 12.2. Prospect reserves the right, in its sole and complete discretion, to revoke your authorization to use the Services at any time with or without cause, for any reason or no reason. Upon termination of your account, your right to use the Services will immediately cease. Any fees paid by you are non-refundable unless otherwise expressly agreed upon in writing by Prospect. All restrictions contained in this Agreement shall survive the termination of your right to use the Services.
- 12.3. Without limiting other remedies, Prospect may limit your activity, warn other users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Prospect is unable to verify or authenticate any information you provide; or (c) Prospect believes that your actions may cause financial loss or legal liability for you, other users or Prospect.
- 12.4. Prospect reserves the right to investigate suspected violations of this Agreement. You hereby authorize Prospect to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.
- 12.5. The above-described actions are not Prospect's exclusive remedies and Prospect may take any other legal, equitable or technical action it deems appropriate in the circumstances. Prospect will not be liable for any damage caused by the termination of this Agreement.
13. Third Party Application Stores
- 13.1. If you have obtained the Software through a third party application store (the "Third Party App Store"), you are subject to all terms and conditions imposed by such third parties in relation to your download of the Software and/or use of the Services, as applicable. Such Third Party App Store may impose additional restrictions, or may have additional rights, in relation to your use of the Software; it is solely your responsibility to ensure that you are aware of the terms and conditions imposed by the Third Party App Store from which you downloaded the Software, and to comply with such terms and conditions. To the limited extent that this Agreement is less restrictive than the usage rules or terms and conditions for software downloaded from a Third Party App Store, or is in direct conflict with, the Third Party App Store terms of service or like agreement as they relate to your obligations to the Third Party App Store and Prospect, the usage rules of the Third Party App Store shall apply.
- 13.2. Although the Software may be made available to you through Third Party App Stores, you acknowledge that this Agreement is concluded solely between you and Prospect, and not with the Third Party App Store, and the Third Party App Store shall have no responsibility whatsoever respecting the Services or Software (including, without limitation, in relation to the sale, distribution or use thereof, the performance or non-performance thereof, the intellectual property rights therein and/or infringement thereof, or in relation to addressing any claims or liability in relation to the foregoing). Nothing herein shall obligate the Third Party App Store to offer you any warranty respecting the Software or Services, and to the extent that any warranty is applicable, the Third Party App Store's sole obligation will be to refund you the purchase price of the Software upon your notification of a failure covered by warranty to the Third Party App Store.
- 13.3. Each Third Party App Store from whom you have downloaded the Software is a third party beneficiary of this Agreement, and, upon your acceptance of the terms and conditions of this Agreement, such Third Party App Store will have the right (and you will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
14. General Provisions
- 14.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in this Agreement.
- 14.2. This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement or to any contracts relating to goods or services obtained through this site.
- 14.3. You acknowledge and agree that by clicking on the "I AGREE" button (or similar buttons or links as may be designated by Prospect to show your acceptance of this Agreement and/or your agreement to download and install the Software and/or use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Software or the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- 14.4. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
- 14.5. It is the express will of the parties that this Agreement and all related documents have been 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.
- 15.1. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Prospect or its business, please contact Prospect at email@example.com.