LAST REVISED ON: FEBRUARY 14, 2022
The website located at www.leapfrog.bio (the “Site”) is a copyrighted work belonging to Leapfrog Bio, Inc. (“Leapfrog Bio,” “us,” “our,” and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.
1. ACCESS TO THE SITE
1.1 Use of Site. Your access to the Site is subject to the terms of this Agreement, including your ongoing compliance with the restrictions set forth in Section 1.2. You acknowledge and agree that Leapfrog Bio will have no obligation to provide you with any support or maintenance in connection with the Site.
1.2 Restrictions. You agree not to: (a) access and/or use the Site for any use other than your own personal, non-commercial use; (b) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (c) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (d) access the Site in order to build a similar or competitive website, product, or service; (e) copy, reproduce, distribute, republish, download, display, post or transmit any part of the Site in any form or by any means; (f) remove any copyright and other proprietary notices on the Site (or on any content displayed on the Site) or on any copies thereof; (g) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (h) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (i) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (j) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (k) harass or interfere with any other user’s use and enjoyment of the Site; (l) use software or automated agents or scripts to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); or (m) send through the Site unsolicited or unauthorized advertising or other materials, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise.
1.3 Modification. Leapfrog Bio reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Leapfrog Bio will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof. Unless otherwise indicated, any future modification, update, or other addition of functionality to the Site shall be subject to this Agreement.
1.4 Feedback. If you provide Leapfrog Bio with any feedback or suggestions regarding the Site (“Feedback”), you hereby grant Leapfrog Bio a perpetual, irrevocable, non-exclusive, worldwide, fully paid-up, sublicensable, transferable, assignable license to exploit such Feedback and related information in any manner it deems appropriate, provided that such Feedback is used in a manner that is not attributable to you without your consent. Leapfrog Bio will treat any Feedback you provide to Leapfrog Bio as non-confidential and non-proprietary. You agree that you will not submit to Leapfrog Bio any information or ideas that you consider to be confidential or proprietary.
1.5 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Leapfrog Bio or Leapfrog Bio’s suppliers. Neither this Agreement nor your access to the Site transfers to you or any third party any rights, title or interest in or to such intellectual property rights. Leapfrog Bio and its suppliers reserve all rights not granted in this Agreement. There are no implied licenses granted under this Agreement.
2. INDEMNIFICATION. You agree to indemnify and hold Leapfrog Bio (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your violation of this Agreement; or (b) your violation of applicable laws or regulations. Leapfrog Bio reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Leapfrog Bio. Leapfrog Bio will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
3. THIRD-PARTY SERVICES. The Site may contain links to third-party websites and services, applications and/or display advertisements for third parties (collectively, “Third-Party Services”). Such Third-Party Services are not under the control of Leapfrog Bio, and Leapfrog Bio is not responsible for any Third-Party Services. Leapfrog Bio provides access to these Third-Party Services only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Services, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Services.
4. DISCLAIMERS. THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LEAPFROG BIO (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
5. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAPFROG BIO (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF LEAPFROG BIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6. TERM AND TERMINATION. Subject to this Section, this Agreement will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of this Agreement. Upon termination of your rights under this Agreement, your right to access and use the Site will terminate immediately. Leapfrog Bio will not have any liability whatsoever to you for any termination of your rights under this Agreement. Even after your rights under this Agreement are terminated, the following provisions of this Agreement will remain in effect: Sections 1.2–7.
7.1 Changes. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
7.2 Governing Law; Venue. Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Leapfrog Bio and our employees, agents, successors, or assigns, regarding or relating to this Agreement or the Site shall exclusively be governed by the internal laws of the State of California, without regard to its choice of law rules and without regard to conflicts of laws principles. Both you and Leapfrog Bio agree that all claims and disputes arising out of or relating to the Agreement will be brought exclusively in the state or federal courts located in San Francisco in the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
7.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Leapfrog Bio, or any products utilizing such data, in violation of the United States export laws or regulations.
7.4 Disclosures. Leapfrog Bio is located at the address in Section 7.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
7.5 Electronic Communications. The communications between you and Leapfrog Bio use electronic means, whether you use the Site or send us emails, or whether Leapfrog Bio posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Leapfrog Bio in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Leapfrog Bio provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
7.6 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Leapfrog Bio is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Leapfrog Bio’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Leapfrog Bio may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
7.7 Copyright/Trademark Information. Copyright ©2022, Leapfrog Bio. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
7.8 Contact Information:
Leapfrog Bio, Inc.
1720 S. Amphlett Blvd Suite 110
San Mateo, CA 94402