Terms of Use

      Effective: 1 January 2021

      These terms of service (“Terms”) apply to all users of LeaderKit Limited’s (“LeaderKit”) website and applications at www.LeaderKit.com (website) and app.LeaderKit.com and any other site/application operated by LeaderKit. By using our website or any applications of LeaderKit (“the Service”) you agree to these Terms.

      LeaderKit may change these Terms by posting the modified Terms. LeaderKit will make every effort to notify you of these changes via email or the Website. By continuing to access the Website or the Service, you agree to the amended Terms.

      1. Use of Software

      LeaderKit grants you the non-exclusive, non-transferable right to use the Service via the Website according to your subscription type on these Terms. As a subscriber:

      1.1. You or your administrator (“Administrator”) may invite others (“Invited Users”) to use the Service on these Terms;

      1.2. you are responsible for all Invited Users’ use of the Service;

      1.3. you are responsible to notify each User of your invitation of them to the Service;

      1.4. you and all Users you invite must accept and abide by the End User Terms of Service, including the Acceptable Use Policy

      1.5. you will determine and control each Invited User’s level of access to the relevant organisation and Service at all times;

      1.6. when you no longer wish someone to have access to the Service, you are responsible to revoke their access;

      2. Your Obligations

      2.1. Payment obligations: You will pay a fee for access to the Service in accordance with the fee schedule set out on the Website (Prices). LeaderKit may issue you an invoice for the Access Fee in advance. You must pay all amounts specified in each invoice, by electronic bank transfer, automatic payment, or credit card within 14 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.

      2.2. General obligations: You may use the Service and Website on behalf of other persons or in order to provide services to them, but you must comply with the Privacy Policy and ensure that all such persons comply with the End User Terms of Service, and the Acceptable Use Policy.

      2.3. Preferential pricing or discounts: From time to time you may be offered preferential pricing or discounts for the Access Fees as a result of the number of organisations that that have been added to the Service by you or with your authority or as a result of your use of the Service (“Organisations”). Eligibility for preferential pricing or discounts is conditional on your accepting responsibility for payment of any Access Fees in relation to all of your Organisations. Without prejudice to its other rights, Leaderkit may render invoices for the full Access Fees due or suspend or terminate your use of the Service in respect of any of your Organisations if any invoices for those Access Fees are not paid in full by the due date

      2.4. Access Conditions:

      1.       You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Leaderkit of any unauthorised use of your passwords or any other breach of security and must take all other actions necessary to maintain the security of Leaderkit’s computing systems and networks and your access to the Service.

      2.       When accessing and using the Service, you must not:

      1.       attempt to undermine the security or integrity of Leaderkit’s computing systems or networks or, where the Service is hosted by a third party, that party’s systems and networks;

      2.       use the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;

      3.       attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Service is hosted;

      4.       transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or data uploaded by you or with your authority to the Website (“Data”) in breach of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and

      5.       attempt to modify, copy, adapt or reverse engineer any computer programs used to deliver the Service or operate the Website.

       

      2.5: Communication Conditions: If you use any communication tools available through the Website or through the Service (such as any forum, chat room or message centre), you may only use them for lawful and legitimate purposes. You must not use them for posting or disseminating any material unrelated to the use of the Service, including: offers of goods or Service for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software or content that may be offensive to any other users of the Service or the Website. LeaderKit is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. LeaderKit may remove any communication at any time in its sole discretion.

      3. Confidentiality and Privacy

      3.1. Confidentiality: Each party (the recipient) will keep confidential all information obtained from the other (the discloser) which is marked confidential or is by its nature clearly confidential and will not, without the prior written consent of the discloser, make any such information available to any person, or use it for its own benefit, except as necessary for the purpose of these Terms.

      3.2. Clause 3.1 will not apply to any information which:

      1.       becomes public knowledge other than by a breach of this clause;

      2.       is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

      3.       is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the discloser; or

      4.       is required to be disclosed by law.

      3.3. Privacy: By using the Website and the Service, you agree to LeaderKit’s Privacy Policy. If you do not agree with the Privacy Policy, you should stop using the Website and the Service immediately.

      4. Intellectual Property

      4.1. General: All patents, trademarks, service marks, copyright, moral rights, design rights, know-how and other intellectual property rights, whether or not registered (“Intellectual Property Rights”) in the Service, the Website and any documentation relating to the Service remain the property of LeaderKit (or its licensors).

      4.2. Ownership of Data: Subject to clause 5.1.3. all Intellectual Property Rights in the Data remain your property. Your access to the Data is contingent on full payment of the LeaderKit Access Fee when due. You grant LeaderKit a license to access, use, copy, transmit, store, and back-up your information and Data for the purpose of enabling you to access and use the Service and for the purpose set out in clause 5.1.

      4.3. LeaderKit access to Data: You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 4.2.

      4.4. Third-party applications and your Data: If you enable third-party applications for use in conjunction with the Service, LeaderKit may allow the providers of those applications to access your Data as required for interoperation with the Service. LeaderKit will not be responsible for any disclosure, modification or deletion of your Data resulting from any access by third-party application providers.

      5. Data

      5.1. Analytical Data: You acknowledge and agree that:

      5.1.1. we may:

      a. use Data and information about your, and your end users’, use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data);

      b. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights for our benefit or the benefit of a third party; and

      c. supply Analytical Data to third parties, including our service providers and customers.

      5.1.2. our rights under clause 5.1.1 above will survive termination or expiry of your use of the Service; and

      5.1.3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

      5.2. Agent: You:

      5.2.1. acknowledge and agree that to the extent Data contains personal information (as that term is defined in the Privacy Act 1993 or Privacy Act 2020, as applicable), in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law; and

      5.2.2. must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.

      5.3. International storage of Data: You agree that we may store Data (including any personal information) in secure servers in Australia and may access that Data (including any personal information) in Australia and New Zealand from time to time.

      5.4. Indemnity: You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is objectionable, incorrect, or misleading.

      6. Warranties and Acknowledgements

      6.1. Warranties: You warrant that:

      6.1.1. you are authorised to use the Data that you input into the Application, including any Data input into the Application by any person you have authorised to use the Service;

      6.1.2. you are authorised to access the processed information and data that is made available to you through your use of the Application and the Service;

      6.1.3. if you use the Service or access the Application on behalf of anyone else (whether a body corporate or otherwise) you are responsible for authorising any person who is given access to information or Data, and LeaderKit has no obligation to provide any person access to such information or Data without your authorisation and may refer any requests for information to you to address; and

      6.1.4. you will indemnify LeaderKit against any claims or loss relating to LeaderKit’s refusal to provide any person access to your information or Data in accordance with these Terms; and LeaderKit making available information or Data to any person with your authorisation.

      6.2. Acknowledgement: You acknowledge that:

      6.2.1. your access to and use of the Service is on an “as is” basis and at your own risk;

      6.2.2. LeaderKit does not warrant that the use of the Service will be uninterrupted or error– or virus–free; and

      6.2.3. LeaderKit is not your adviser or consultant and use of the Service does not constitute the receipt of advice.

      7. Liability

      7.1. No warranties: Except as expressly provided in these Terms, all representations or warranties (statutory, express, or implied) are excluded in so far as is permitted by law.‍

      7.2. To the maximum extent permitted by law, LeaderKit excludes all liability for any indirect or consequential loss, loss of information, Data, profits and savings or damage arising out of your use of the Service.‍

      7.3. Notwithstanding clauses 7.1 and 7.2, if LeaderKit is found to be liable to you for any loss you have suffered, LeaderKit’s liability for all loss will be limited to the Access Fees paid by you in the previous 6 months.

      7.4. Indemnity: You indemnify LeaderKit against all claims, costs, damage and loss arising from your breach of these Terms or any obligation you may have to LeaderKit, including costs relating to the recovery of any unpaid Access Fees.

      8. Termination

      8.1. Refund Policy: LeaderKit subscription and service fees are non-refundable except where failure to provide the service has occurred and has not been remedied, in accordance with these terms.

      8.2. No-fault termination: Your right to use the Service on these Terms will continue for the period covered by each Access Fee payable under clause 2.1. Either party may terminate use of the Service by giving notice to the other party at least 30 days before the end of the relevant payment period. You will be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to the date of termination. Access fees paid in advance are not refundable.

      8.3. Breach: LeaderKit may (without prejudice to its other rights) suspend or terminate access to the Service and the Application if you:

      8.3.1. breach these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

      8.3.2. breach these Terms and the breach is not capable of being remedied (which includes any Access Fees that are more than 30 days overdue); or

      8.3.3. you or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed over its assets or if you make any arrangement with your creditors.

      8.4. If payment of any Access Fees for which you are responsible is not made by the due date, LeaderKit may suspend or terminate your use of the Service, the authority for all or any of your Organisations to use the Service, or your rights of access to all or any Data.

      8.5. On termination of this Agreement you will (a) remain liable for any accrued charges and amounts which become due for payment before or after termination and (b) immediately cease to use the Service and the Application.

      8.6 Termination: Clauses and sections 2.1, 3, 4, 5, 6, 7, 8 and 10 survive termination of these Terms.

      9. Help Desk

      9.1. Technical Problems: In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting LeaderKit. If you still need technical help, please check the support provided online by LeaderKit on the Application or failing that email us at info@LeaderKit.com

      9.2. Service availability: LeaderKit may temporarily suspend or restrict access to the Service or Application to perform maintenance or other development activity. If for any reason LeaderKit needs to interrupt the Service for longer periods than LeaderKit would normally expect, LeaderKit will use reasonable endeavors to publish in advance details of such activity on the Application.

      10. General

      10.1. Entire agreement: These Terms, together with the LeaderKit Privacy Policy and the terms of any other notices or instructions given to you under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and LeaderKit relating to the Service and the other matters dealt with in these Terms.

      10.2. Delays: LeaderKit will not be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control.

      10.3. Governing law and jurisdiction: These Terms are governed by and will be construed in accordance with the laws of New Zealand. You submit to the exclusive jurisdiction of the New Zealand courts.

      10.4. Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to LeaderKit must be sent to info@LeaderKit.io or to any other email address notified by email to you by LeaderKit. Notices to you will be sent to the email address which you provided when setting up your access to the Service.

      11. Contacting LeaderKit

      Please contact us if you have any questions about this policy. You may contact us at info@LeaderKit.com.

      LeaderKit Limited


       

      End User Terms

      Effective: 1 January 2021

      These End User Terms of LeaderKit (the “User Terms”) govern your access and use of our online governance tools and platform (“LeaderKit”), delivered across multiple platforms and apps. Please read them carefully. Even though you are signing onto an existing team, these User Terms apply to you. We are grateful you are here.

      1.  Legally Binding Terms

      These User Terms are a legally binding contract between you and LeaderKit. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “We”, “our” and “us” currently refers to LeaderKit Limited.

      2. Customer choices and instructions

      2.1  You are an Authorised User on a Team controlled by a “Customer”

      An organisation or other third party that we refer to in these User Terms as the “Customer” has invited you to join LeaderKit. If you are joining one of your employer’s teams, for example, the Customer is your employer. If you are joining a team created by a reseller, the reseller is our Customer and they are authorising you to join.

      2.2  What This Means for You—and for Us

      The Customer has separately agreed to our Customer Terms of Service. The Contract contains our commitment to deliver LeaderKit to the Customer, who may then invite Authorised Users to join its team(s). When an Authorised User (including, you) submits content or information to LeaderKit, such as documents or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data.

      2.3 Access to Data

      We require access to the Customer Data to exercise our rights and perform our obligations under these User Terms.

      2.4 Acknowledgement

      You acknowledge and agree that we may access, use, hold and process Customer Data to generate anonymised and aggregated statistical information (Analytical Data). We may use Analytical Data for our internal research and product development purposes, and to conduct statistical analysis and identify trends and insights.  We may also supply Analytical Data to third parties. All Analytical Data is and remains LeaderKit’s intellectual property.

      2.5 The Relationship Between You, the Customer and Us

      As between us and the customer, you agree that it is solely the customer’s responsibility to (a) inform authorised users of any relevant customer policies and practices and any settings that may impact the processing of customer data; (b) obtain any rights, permissions or consents from authorised users that are necessary for the lawful use of customer data and the operation of LeaderKit; and (c) respond to and resolve any dispute with an authorised user relating to or based on customer data, LeaderKit or customer’s failure to fulfils these obligations. LeaderKit makes no representations or warranties of any kind, whether express or implied, to you relating to LeaderKit, which are provided to you on an “as is” and “as available” basis.

      3. Rules

      3.1 You Must be Over the Age of 13

      LeaderKit is not intended for and should not be used by anyone under the age of thirteen. You represent that you are over the age of 13 and are the intended recipient of the Customer’s invitation to LeaderKit. You may not access or use LeaderKit for any purpose if either of the representations in the preceding sentence is not true.

      3.2 While you are here, you must follow the Rules

      To help ensure a safe and productive work environment, all Authorised Users must comply with our Acceptable Use Policy and remain vigilant in reporting inappropriate behaviour or content to the Customer and us.

      3.3 You are here at the pleasure of the Customer (and Us)

      These User Terms remain effective until the Customer’s subscription for you expires or terminates, or your access to LeaderKit has been terminated by the Customer or us. Please contact the Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

      3.4 Service Delivery

      Delivery of the Service includes sending messages to you which may come via email or other delivery mechanisms.  These are essential for the Service, and if you do not wish to receive these you may opt out, but that will affect the delivery of the Service to you.

      3.5 Other communications from us

      From time to time we may wish to tell you about new features or services that we believe would be useful for you. You can opt out at any time. Opting out of these will not affect the delivery of the Service related communications to you.

      4. Limitation of Liability

      4.1  Violation of any Terms and/or Policies

      If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by the Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask the Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Customer does not take appropriate action or we believe there is a credible risk of harm to us, LeaderKit, Authorised Users, or any third parties.

      In no event will you or we have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. Unless you are also a customer (and without limitation to our rights and remedies under the contract), you will have no financial liability to us for a breach of these user terms. Our maximum aggregate liability to you for any breach of the user terms is one hundred dollars ($100) in the aggregate. The foregoing disclaimers will not apply to the extent prohibited by applicable law and do not limit either party’s right to seek and obtain equitable relief.

      4.2 Survival

      The sections titled “Acknowledgement”, “The Relationship Between You, Customer, and Us”, “Limitation of Liability”, and “Survival”, and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.

      ‍5.  General provisions

      5.1 Email and Messages

      Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorised Users through LeaderKit (e.g., a notification). Notices to LeaderKit should be sent to info@LeaderKit.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through LeaderKit. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.

      5.2 Privacy Policy

      Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.  By using the Website and the Service, you agree to our Privacy Policy.

      5.3 Modifications

      As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through LeaderKit. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use LeaderKit after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

      5.4 Waiver

      No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

      5.5 Severability

      The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

      5.6 Assignment

      You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

      5.7 Governing Law

      The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of New Zealand.

      5.8 Entire Agreement

      The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorised Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

       

      Acceptable Use Policy

      Effective: 1 January 2021

      We expect you to adhere to the following rules whenever you use our service.

      1. Abuse: We have zero tolerance for abusive behaviour. You agree not to harass, threaten, or defame any person or entity. You agree not to contact any person who has requested no further contact from you.   You may not use LeaderKit in any manner that may harm minors or that interacts with or targets people under the age of thirteen.
      2. Privacy: You agree not violate the privacy rights of any person. You agree not to cooperate in or facilitate identity theft. You agree not to collect or disclose any personal addresses, username or password, or other personally identifiable information without each individual’s permission. You are solely responsible for compliance with all applicable data privacy and data protection laws in connection with your use of our service.
      3. Intellectual Property: We take intellectual property rights very seriously, and we expect you to do the same. You agree not to store or transmit any data that may infringe on any copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity in connection with your use of our service. You agree not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.
      4. Hacking, Viruses, and Network Attacks: You agree not to access any computer or communications system without authorization, including the computers or related systems or networks used to provide our service. You agree that you will not attempt to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of LeaderKit.

        You agree not to intentionally upload to, or transmit from LeaderKit any data, file, software, or link that contains or redirects to a computer virus, launch a denial-of-service attack, or in any other way attempt to interfere with the functioning of any hardware of LeaderKit or any third party. You agree not to attempt to access or otherwise interfere with the accounts of other users of our service.

        You agree not to access, search, or create accounts for LeaderKit by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk).
      5. Spam: You agree to not place any advertisements within a LeaderKit client or to send bulk unsolicited emails (also known as “spam”) or sell or market any product or service advertised by or connected with spam. You agree not to facilitate or cooperate in the dissemination of spam in any way. You agree not to violate the CAN-SPAM Act of 2003.

        You agree not to use contact or other user information obtained from LeaderKit (including email addresses) to contact Authorised Users outside of LeaderKit without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorised Users for use outside of LeaderKit.

        You agree not to authorise, permit, enable, induce or encourage any third party to do any of the above.
      6. Fraud: You agree not to share, transfer or otherwise provide access to an account designated for you to another person.  You agree not to issue fraudulent offers to sell or buy products, services, or investments. You agree not to mislead anyone about the details or nature of a commercial transaction. You agree not to commit fraud in any other way.
      7. Violations of Law: You agree not to violate any laws or regulations applicable to our service or your use of our service, including, not to use LeaderKit to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the New Zealand government as a foreign terrorist organisation or other laws and regulations concerning national security, defence or terrorism;
      8. Other: Our list of rules is not exhaustive. Please know that we expect all of our customers and users to adhere to commonly accepted practices in the Internet community and to exercise good judgment when using our service.

      What are the consequences for breaking the rules?

      Violation may lead to suspension or termination of your account or other legal action. Please note that you may also be required to pay for the costs of investigation and remedial action. We reserve the right to take any remedial action we deem appropriate in connection with a suspected violation.

      If you become aware of or reasonably suspect a violation of our Acceptable Use Policy has taken place, we ask that you notify us by email at info@LeaderKit.com as soon as possible. Please provide as much detail around the suspected violation as possible, such as the date and time of the violation and any known identifying information regarding the suspected violator.

       

       

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