Terms of Service - Free Meetings Module
Leapsome GmbH, Brunnenstraße 153, 10115 Berlin, Germany
Last updated: January 2024
Leapsome GmbH, Brunnenstraße 153, 10115 Berlin, Germany (“Leapsome”, “We” or “Us”) provides a cloud-based software platform for people enablement (“Software”) that also includes Leapsome Meetings, a feature to structure in-person or digital meetings (“Meetings”), to You (“You” or "Customer”, together with Us, the “Parties”). These Terms of Service (“ToS”) govern the free use of Meetings for Your internal business purposes through online interfaces such as web browsers, apps, or application programming interfaces, as defined by Us and updated from time to time (“Interface”). Without Your consent to these ToS, You are not allowed to use Meetings.
1. Applicable ToS
1.1 Acceptance of ToS. You represent, by accessing the Software and using Meetings, that you accept these ToS and that You have all necessary legal authority to fully perform the ToS.
1.2 Scope. The subject matter of these ToS is the provision of the Software allowing You access to and the use of Meetings. As far as the Software also provides You previews of Our other modules or services, You acknowledge that these limited previews do not grant access to the full functionalities of those modules which must be purchased separately. In case You or Your organization want to extend the use of Our Software to include fee-based modules or services, You can choose to transfer Your free personal account to Your organization’s paid account. In this case, a new contract may be concluded that will also govern Your use of Meetings and these ToS will no longer apply.
2. Term and Termination
2.1 Start date. You may use Meetings from the date of Your initial acceptance of these ToS and access to the Software through the Interface.
2.2 Termination by You. You can effectively terminate Your use of the Software or Meetings at any time by requesting account deletion at support@leapsome.com.
2.3 Termination by Us. We may terminate Your use of Our Software or suspend Your access to the Software without prior notice in cases where You are in breach of any provision of the ToS.
2.4 Consequences of termination. Upon any termination or suspension, Your right to use the Software and Meetings will permanently or temporarily cease, unless otherwise provided in this section. Within thirty (30) days from the effective date of Your termination, You may download user data in comma separated value files (.csv) or in a similar readable file format within the Software, to the extent such data has not been deleted by You or Us in accordance with Our privacy policy, which can be found at https://www.leapsome.com/privacy. We reserve the right, in Our sole discretion, to reduce the number of days for such download period. We retain such data after termination or expiration of Your subscription. Following this download period, We may deactivate or delete Your login credentials and/or customer account. After termination or permanent suspension of Your subscription to the Software, Your data is retained in inactive status as long as legally required, after which it is securely and permanently deleted in order to comply with applicable data privacy laws.
2.5 Termination for cause. The right to termination for cause and without prior notice remains unaffected.
2.6 Discontinuation of free access. We may, in our sole discretion, decide to discontinue offering Meetings free of charge and/or to individual users without an associated company account, at any point in time. In this case, we will notify you at least two weeks before the end of your access to Meetings.
3. Leapsome Responsibilities
3.1 Access to Our Software. We will make the Software available to You to allow You access and use Meetings pursuant to these ToS for Your internal business purposes.
3.2 Data security. We shall use commercially reasonable efforts to maintain the security and integrity of the Software and Your Customer Data (as defined in section 4.6 of the ToS).
3.3 Availability. The Software shall on average be available at least ninety-nine point five (99.5) % based on three hundred and sixty-five (365) days per year, except for planned downtime or events outside Our control (as defined in section 11 of the ToS).
4. Granting of Rights and IP Ownership
4.1 Access to the Software. You are entitled to access the Software and use Meetings at no cost via the Interface. The rights of use are limited to You. In order to use Meetings, You must register for and access the Software by identifying Yourself with a unique email address or username to be authorized to use the Software. You may access the Software by accessing it via the Interface provided for this purpose, but may not otherwise reproduce it, except to the extent expressly permitted by applicable law notwithstanding this restriction.
4.2 Territory of use. Subject to section 13.1 of the ToS, You are entitled to access Our Software to use Meetings worldwide for Your own use within the scope of Your business operations, provided that there are no legal restrictions relating to the Software in the country or territory of use.
4.3 Restrictions. You shall not transfer the rights granted in sections 4.1 – 4.2 of the ToS to third parties and/or shall not grant third parties any rights of use of the Software and Meetings. You shall neither make the Software accessible to third parties, nor shall You rent it out or otherwise allow these third parties to use it for their own purposes, nor shall You act as a service provider vis-à-vis third parties without Our express written consent (including via email).
4.4 Reservation of rights. Notwithstanding the rights of use granted pursuant to this section 4, We shall retain all rights to the Software.
4.5 Content ownership. You retain ownership of all rights, title and interest in and to all content, information, and other data (including, as applicable, any of Your Confidential Information (as defined in section 7 of the ToS) or personal information) uploaded by You to the Software, or otherwise transmitted by You or on Your behalf in connection with Your use of the Software and Meetings (collectively “Customer Data”) under these ToS. For the duration of Your use, You grant Us a non-exclusive, worldwide, royalty-free license to use Customer Data solely to (i) provide Meetings to You, (ii) make improvements to the Software and Meetings for Your use.
4.6 Usage data. We may aggregate the metadata (including but not limited to structural, descriptive, administrative, statistical data) and usage data (including but not limited to access or use of certain modules of the Software) of users collected or otherwise made available through the Software (“Aggregated Data”). Such Aggregated Data will be deemed Our Data, and You acknowledge that We may use the Aggregated Data, both during and after the Term, (i) for Our own internal, statistical analysis, (ii) to develop and improve the Software, and (iii) to create and distribute reports and other materials regarding the use of the Software.
4.7 Updates. We may change or improve the Software, or any part thereof, including Meetings, from time to time.
5. Customer Responsibilities
5.1 Responsibility for Software usage. You are responsible for all activity that occurs within Your account and Your compliance with these ToS. You shall notify Us promptly of any issues relating to the Software, as applicable, and promptly provide all necessary information and co-operation reasonably required by Us to diagnose and remedy such issues and use all reasonable efforts to prevent any unauthorized access to, or use of, the Software. You will also be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Customer Data in the use of the Software.
6. Payment
Accessing the Software in order to use Meetings is provided to You at no cost.
7. Confidentiality
7.1 Definition and commitment to Confidentiality. Each Party (“Receiving Party”) shall treat all proprietary and confidential data, information and materials disclosed or provided by the other Party (“Disclosing Party”) in connection with the Services (“Confidential Information”) as confidential and proprietary of the Disclosing Party and shall not permit such Confidential Information to be disclosed to or used by any third party (other than those of the Receiving Party’s employees, contractors, agents, and other representatives who have a need-to-know and who have agreed to at least as stringent confidentiality obligations as those set forth in these ToS) and shall not use Confidential Information for any purposes other than for the performance of its obligations and exercise of its rights under the Agreement. The Receiving Party shall maintain the confidence of all such Disclosing Party Confidential Information using safeguards a reasonably prudent business would exercise in similar circumstances, and shall take all reasonable precautions to prevent any unauthorized disclosure of such information.
7.2 Exclusions. For purposes of these ToS, Disclosing Party Confidential Information shall not include (a) information that is or becomes part of the public domain through no fault of the Receiving Party, (b) information lawfully known by the Receiving Party before it is disclosed by the Disclosing Party, (c) information that is independently developed by the Receiving Party without reliance upon or use of Disclosing Party Confidential Information, or (d) information that is received by Receiving Party from a third party who is not under an obligation of confidentiality with respect to such information. If Receiving Party is required by law or legal process to disclose Disclosing Party Confidential Information to a third party, Receiving Party shall notify Disclosing Party immediately so that Disclosing Party may seek a protective order or other appropriate remedy or, in the discretion of Disclosing Party, waive compliance with these ToS. Receiving Party agrees to use reasonable efforts to cooperate with Disclosing Party, at the expense of Disclosing Party, in connection with its efforts to prevent disclosure or seek confidential treatment or any other remedy respecting such requested or required disclosure. In the event that no protective order or other remedy is obtained in a timely manner so as to avoid violation by Receiving Party of the applicable law or legal process, or in the event that Disclosing Party does not make a timely waiver of Receiving Party’s compliance with these ToS, then Receiving Party will furnish only that portion of the Confidential Information which it is legally required to furnish, in the reasonable opinion of its legal counsel.
7.3 Equitable Relief. In the event of a breach or a threatened breach of this section 8 by Receiving Party, Disclosing Party shall have the right to seek specific performance and injunctive relief in addition to any and all other remedies and rights at law or in equity, and such rights and remedies shall be cumulative.
8. Limitation of Liability
8.1 Our liability. Unless expressly stated otherwise, Our liability for the Software is limited to any damages caused by willful intent and gross negligence. We are liable for simple negligence only in case of any damage to life, body or health or in case of breach of a material contractual duty, the fulfillment of which is essential to proper performance of the ToS or the violation of which compromises attainment of the ToS’ purpose and on compliance with which You rely or may rely as a matter of course (“Cardinal Duty”). In the case of a negligent breach of Cardinal Duties, Our liability shall be limited to foreseeable damages typical of the ToS. Such limitation of liability shall not apply to the extent that We maliciously concealed any defect or assumed a guarantee of quality or if You have any statutory liability claims, such as under the German Product Liability Act. Legal representatives, employees, and vicarious agents of Ours are not liable to any greater extent than Ourselves.
8.2 Exclusions. We may particularly not be held liable for any anomaly pertaining to (i) a hardware or software malfunction of one or more elements of the Software or Interface or Your network; (ii) Your improper use of the Software or contrary to its intended use pursuant to the ToS; (iii) an incompatibility between the Software and Your hard- or software implemented by You; (iv) a breach in the electronic communication networks, a slowdown or saturation of the Internet; (v) a contamination of Your information system by a computer virus or malware; (vi) a fraudulent intrusion in Your computer systems; (vii) any unauthorized intervention of a third party on the Software through a customer account of Yours; and (viii) any voluntary act of damage, maliciousness, sabotage or deterioration, due to a case of Force Majeure as defined in section 11 of the ToS.
8.3 No liability for suitability. We shall not be liable to You for any other functionality or quality of the Software, in particular its suitability for any other particular use by You or its suitability for its ordinary use, its compliance with descriptions and statements of Us or Our employees made in public or in advertisements, unless We have approved such description and statements explicitly in writing (including via email).
9. Rights to Software; Indemnity
9.1 Our commitment. We ensure that the Software is free of Your and third-party rights, which significantly impair or exclude the Use of the Software. This does not apply to open-source software components, which are integrated and used within the Software.
9.2 Right to modify the Software. Should the Use of the Software in accordance with the provisions of the ToS be or, in Our opinion, likely to be impaired by You or third-party’s intellectual property rights, We shall be entitled to (i) modify the Software in a reasonable manner for You, so that it falls outside the scope of protection of Your or third-party intellectual property right; (ii) obtain an authorization, so that the Software can be used in accordance with the provisions of the ToS without restriction.
9.3 Your commitment. Unless expressly stated otherwise, You shall indemnify Us from all third party and/or any claims against You which may have a legal effect on Us (and the resulting reasonable attorney and court fees), in case of (i) the violation of any provision of the ToS by You; or (ii) the complaint of another customer and/or third party claiming that submissions violate the intellectual property rights of others (e.g. copyrights and ancillary copyrights, patents, trademarks, company symbols, work titles or designs etc.), other rights (e.g. personal rights or rights to one’s own image etc.) or applicable law and regulations.
9.4 Procedure. In the event that You and/or any third party make a claim pursuant to section 9.3, You shall – upon our first request – immediately, truthfully, and completely provide Us with all information required for the examination of the claim and its legal defense.
10. Data Privacy
To the extent that We process personal data for the purpose of fulfilling Our contractual obligations, such processing shall be on Your behalf as data controller and Us as a data processor within the meaning of Art. 28 General Data Protection Regulation. Thus, the provisions of Our Data Processing Agreement (“DPA”) which can be found at https://www.leapsome.com/dpa are an integral part of these ToS. By accepting these ToS, You also agree to the terms of Our DPA.
11. Events Outside of Our Control (Force Majeure)
11.1 Definition. “Force Majeure Event” shall mean unforeseeable events beyond Our reasonable control and include, but not be limited to, power failure, internet service provider black-outs, natural disasters or catastrophic events, epidemics/pandemics (including COVID-19), nuclear accidents, fire, flood, typhoons or earthquakes, terrorism, acts or omissions by governmental authorities, allocations or restrictions upon the use of materials or manpower, war, riots, sabotage or revolutions, strikes or lockouts.
11.2 No liability. We will not be liable for failure or delay in performance to the extent if and to the extent that the performance of these ToS is prevented or made excessively onerous by a Force Majeure Event.
11.3 Procedure. If a Force Majeure Event affecting Our performance has occurred, We will promptly notify You. If the Force Majeure Event continues for a period of ninety (90) calendar days or more after such notice, either Party may cancel the subscription in writing (including via email) with effect to the following month.
12. Law and Jurisdiction
12.1 Applicable law. These ToS are governed and construed under the laws of Germany, without reference to its conflicts of laws principles and with the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.2 Venue. Any dispute, controversy, or claim arising out of, or in relation to, the Parties’ legal relationship (including these ToS and any other related contracts), including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by the jurisdiction of the courts of Berlin, Germany.
13. Miscellaneous
13.1 Export compliance. You represent that You are not named on any United States government denied-party list. You agree that You will not use in, export, re-export or transfer directly or indirectly the Software licenses, parts of it or any technical data acquired from Us, or any products utilizing such data, to any country, individual, corporation, organization, or entity to which such export is restricted or prohibited by law. For example, economic sanctions and embargoes imposed by the European Union, the United Nations, US Departments of State, Treasury or Commerce, and other government authorities (such as embargoes imposed on specific countries, or economic sanctions imposed on individuals or companies for terrorism or money laundering offences) may prohibit You from using licenses in other countries, even for Your own use, and/or providing access rights to particular individuals, corporations, organizations or entities. In addition, You agree that You will not subscribe to the Software if they are subject to restrictive measures (sanctions).
13.2 Communication. The Parties agree that all communication may take place via Your current email address in Your customer account.
13.3 Amendments. We are entitled to change these ToS, including but not limited to cases which are required to introduce or remove services or functions of the Software and will, to the extent required by applicable law, inform You about such changes, at least six (6) weeks prior to any change taking effect.
13.4 Severability. If any provision of these ToS is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the ToS will continue in full force and effect. In such a case, the invalid or unenforceable or unregulated provision shall be replaced or supplemented by or with a valid, enforceable provision that corresponds as closely as possible to the economic intent and purpose of these ToS.
13.5 Conflict of Terms. In the event of any conflict between these ToS and another individual agreement, the provisions of the other individual agreement shall prevail over the ToS. This particularly applies if You or Your organization decide to purchase other services or modules from Us. In case you choose to transfer Your free personal account to Your organization’s paid account, Your use of the Software and Meetings is then solely governed by the contract then in force.
13.6 Succession. The ToS shall also apply to all legal successors of the Parties.
13.7 Entire Agreement. These ToS, together with all other documents, understandings or terms that may be incorporated by reference herein or in which we incorporate these ToS by reference, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.