Legal
Effective Date: March 27, 2026 · Version 2.0
Plain English Summary. You own your data — all of it. We never train AI models on your content. Your knowledge objects, agent interactions, and organizational intelligence belong exclusively to you. We provide the governed infrastructure; you retain full ownership and portability rights. If you leave, you take everything with you. We isolate every tenant at the database schema level, encrypt data at rest and in transit, and enforce agent behavior through auditable governance policies. These terms are designed to be read, understood, and accepted by enterprise procurement teams without modification.
These Terms of Service (this "Agreement") constitute a legally binding contract between you and the organization you represent ("Customer," "you," or "your") and LEAPWare ("LEAPWare," "we," "us," or "our"), governing your access to and use of the LEAPWare platform and related services. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
1.1. By clicking "I Accept," executing an Order Form that references this Agreement, or by accessing or using the Services in any manner, you represent and warrant that: (a) you have the legal authority to bind the organization on whose behalf you are accepting this Agreement; (b) you have read and understand this Agreement in its entirety; and (c) you agree to this Agreement on behalf of the organization you represent.
1.2. If you are entering into this Agreement on behalf of a company, partnership, government agency, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. If you lack such authority, or if you do not agree to any provision of this Agreement, you must not access or use the Services.
1.3. This Agreement is effective as of the date you first access the Services or execute an Order Form referencing this Agreement (the "Effective Date"). This Agreement supersedes all prior negotiations, representations, or agreements relating to this subject matter, whether written or oral.
2.1. "Services" means the LEAPWare cloud-based platform, including but not limited to LEAPCortex, LEAPControl, LEAPHive, LEAPCrew, LEAPForge, and LEAPCapital, together with all associated APIs, integrations, updates, enhancements, and Documentation made available by LEAPWare under an applicable Order Form or subscription.
2.2. "Customer" means the entity identified in the applicable Order Form or subscription registration that has agreed to this Agreement and is authorized to use the Services.
2.3. "Customer Data" means all electronic data, text, documents, files, knowledge objects, configurations, agent interaction logs, decision records, organizational intelligence, and other content submitted, uploaded, generated, or stored by Customer or its Authorized Users within the Services. Customer Data expressly includes all outputs, reports, and derivative works generated by the Services at the direction of Customer or its Authorized Users using Customer's inputs.
2.4. "Knowledge Objects" means the nine typed knowledge structures within LEAPCortex: Specifications, Decisions, Procedures, Event Records, Metric Definitions, Entities, Threads, Templates, and Experiential Knowledge, together with their associated metadata, relationships, and version histories.
2.5. "VIRTs" (Virtual Intelligent Role-based Team members) means the AI agents deployed within the LEAPWare platform that operate under defined governance charters, Cedar authorization policies, and role-based constraints to perform tasks on behalf of Customer within Customer's tenant environment.
2.6. "Authorized Users" means the individual employees, contractors, or agents of Customer who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and the applicable Order Form.
2.7. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Customer Data, business plans, product roadmaps, pricing, financial information, technical specifications, source code, algorithms, security architectures, and personnel information.
2.8. "Documentation" means the user guides, technical documentation, API references, knowledge base articles, and other materials made available by LEAPWare that describe the features, functionality, and operation of the Services, as updated by LEAPWare from time to time.
2.9. "Order Form" means the ordering document, online subscription form, or statement of work executed by the parties that references this Agreement and specifies the Services, subscription tier, fees, term, and other commercial terms applicable to Customer's use of the Services.
3.1. Provision of Services. Subject to the terms of this Agreement and payment of all applicable fees, LEAPWare grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations and in accordance with the Documentation and any usage limitations specified in the applicable Order Form.
3.2. Subscription Basis. The Services are provided on an annual subscription basis as further specified in the applicable Order Form. Each subscription includes access to the designated products, a specified number of Authorized Users, storage allocations, and API call volumes as set forth in the Order Form.
3.3. Updates and Enhancements. LEAPWare may, in its sole discretion, release updates, patches, enhancements, or new features to the Services. Such updates will be made available to Customer at no additional charge to the extent they are included within Customer's subscription tier. LEAPWare will provide reasonable advance notice of any updates that materially change the functionality of the Services.
3.4. Availability. LEAPWare shall use commercially reasonable efforts to make the Services available in accordance with the Service Level Agreement set forth in Section 11 of this Agreement.
4.1. Customer Ownership. As between LEAPWare and Customer, Customer exclusively owns all right, title, and interest in and to all Customer Data. Nothing in this Agreement transfers or assigns any ownership interest in Customer Data to LEAPWare. This ownership expressly extends to all Knowledge Objects, VIRT interaction logs, decision audit trails, governance configurations, and any outputs generated by the Services using Customer's inputs.
4.2. Limited Processing License. Customer grants LEAPWare a limited, non-exclusive, non-transferable license to host, process, transmit, display, and store Customer Data solely to the extent necessary to provide, maintain, and improve the Services for Customer's benefit. This license terminates automatically upon the expiration or termination of this Agreement, subject to the post-termination data retention period specified in Section 18.
4.3. No AI Model Training. LEAPWare shall not, under any circumstances: (a) use Customer Data to train, fine-tune, improve, validate, benchmark, or otherwise develop any machine learning model, artificial intelligence system, or algorithmic process, whether owned by LEAPWare or any third party; (b) aggregate Customer Data with data from other customers or third parties for any analytical, research, or development purpose; or (c) derive training data, embeddings, weights, or model parameters from Customer Data. This prohibition is absolute and survives termination of this Agreement.
4.4. Data Processing. LEAPWare processes Customer Data exclusively within the scope of providing the Services. LEAPWare personnel shall not access Customer Data except: (a) as necessary to provide technical support at Customer's explicit written request; (b) to comply with applicable law or valid legal process; or (c) to address an imminent security threat affecting Customer's tenant. In all cases, LEAPWare shall provide Customer with notice of such access to the extent permitted by law.
4.5. Data Portability. Customer may export Customer Data at any time through the self-service export functionality provided within the Services, as further described in Section 13.
5.1. Compliance. Customer shall use the Services in compliance with all applicable laws, regulations, and this Agreement. Customer is responsible for ensuring that all Authorized Users comply with this Acceptable Use Policy.
5.2. Prohibited Conduct. Customer shall not, and shall not permit any Authorized User or third party to:
(a) Illegal Use. Use the Services for any purpose that is illegal, fraudulent, or in violation of any applicable law, regulation, or industry standard, including but not limited to laws governing data privacy, export control, anti-corruption, and intellectual property.
(b) Reverse Engineering. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, data models, or architecture of the Services or any component thereof, except to the extent expressly permitted by applicable law notwithstanding this restriction.
(c) Scraping and Automated Extraction. Use any automated means, including but not limited to bots, scrapers, crawlers, or data mining tools, to access, extract, copy, or monitor the Services or any content therein, except through APIs expressly provided and documented by LEAPWare for such purposes.
(d) Security Circumvention. Attempt to probe, scan, test, or breach the security or authentication mechanisms of the Services, or circumvent, disable, or interfere with any access control, encryption, monitoring, or security feature of the Services.
(e) Abuse and Interference. Transmit any viruses, malware, trojans, worms, or other harmful code; interfere with the integrity, performance, or availability of the Services; disrupt or attempt to gain unauthorized access to any other customer's data, accounts, or tenant environments; or impersonate any person or entity.
(f) Excessive Load. Use the Services in a manner that generates unreasonable load or consumes disproportionate resources relative to Customer's subscription tier, including exceeding documented API rate limits or storage allocations, in a manner that degrades the Services for other customers.
(g) Unauthorized Distribution. Sublicense, resell, time-share, or make the Services available to any third party, or use the Services to operate a service bureau or provide services to third parties, unless expressly authorized by LEAPWare in writing.
5.3. Consequences of Violation. LEAPWare reserves the right to investigate any suspected violation of this Acceptable Use Policy. Upon confirmation of a violation, LEAPWare may, in its reasonable discretion: (a) issue a written warning with a specified cure period; (b) temporarily suspend Customer's access to the affected portion of the Services; (c) permanently remove offending content; or (d) in the case of a material or repeated violation, terminate this Agreement in accordance with Section 17. LEAPWare will provide Customer with reasonable notice prior to taking any action under this section, except where immediate action is necessary to prevent harm to the Services, other customers, or third parties.
6.1. Tenant Isolation. LEAPWare implements schema-level database isolation for each customer tenant. Each Customer's data is stored in a logically separated database schema with dedicated access credentials, ensuring that no other customer, VIRT agent, or LEAPWare system component can access Customer Data outside of Customer's authorized tenant boundary. Row-level security policies, namespace enforcement, and API-level tenant validation provide defense-in-depth isolation.
6.2. Encryption. All Customer Data is encrypted at rest using AES-256 encryption (or equivalent industry-standard symmetric encryption) and in transit using TLS 1.2 or higher. Encryption keys are managed through a dedicated key management service with automatic key rotation. LEAPWare does not store encryption keys alongside encrypted data.
6.3. Security Program. LEAPWare maintains a comprehensive information security program designed to protect the confidentiality, integrity, and availability of Customer Data. This program includes, without limitation: access controls based on the principle of least privilege; multi-factor authentication for all administrative access; continuous monitoring and intrusion detection; regular vulnerability assessments and penetration testing conducted by qualified third parties; incident response procedures; and employee security training. Additional detail regarding LEAPWare's security posture is available at leapware.ai/security.
6.4. Security Incident Notification. In the event of a confirmed security incident that results in unauthorized access to, disclosure of, or loss of Customer Data, LEAPWare shall notify Customer without undue delay and in no event later than seventy-two (72) hours after confirmation of the incident. Such notification shall include: the nature of the incident, the categories and approximate volume of data affected, the measures taken to contain and remediate the incident, and a designated point of contact for further information.
6.5. Compliance. LEAPWare shall maintain its security program in conformance with industry-standard frameworks, including SOC 2 Type II and applicable provisions of ISO 27001. Upon Customer's reasonable written request and subject to confidentiality obligations, LEAPWare shall make available copies of relevant audit reports and certifications.
7.1. VIRT Governance Framework. All VIRTs operating within Customer's tenant environment are subject to a structured governance framework. Each VIRT operates under a defined governance charter that specifies: (a) the VIRT's role, purpose, and scope of authority; (b) the knowledge domains and data sources the VIRT is authorized to access; (c) the actions the VIRT is permitted to take, including any requiring human approval; (d) escalation thresholds and human-in-the-loop requirements; and (e) audit logging and accountability mechanisms.
7.2. Cedar Authorization Policies. VIRT behavior is governed by machine-enforceable Cedar authorization policies that define, at a granular level, which principals (VIRTs and users) may perform which actions on which resources under which conditions. Cedar policies are version-controlled, auditable, and Customer-configurable within the bounds of the platform's governance model. No VIRT may perform an action that is not expressly permitted by an applicable Cedar policy.
7.3. Customer Control. Customer retains full control over the configuration, scope, and operational parameters of VIRTs deployed within Customer's tenant environment. Customer may, at any time: (a) modify VIRT governance charters and Cedar policies; (b) enable or disable specific VIRT capabilities; (c) set or adjust human-in-the-loop approval requirements; (d) review comprehensive audit logs of all VIRT actions; and (e) immediately suspend or decommission any VIRT. LEAPWare shall not modify, override, or bypass Customer's VIRT governance configurations without Customer's express written authorization.
7.4. Audit Trail. The Services maintain a comprehensive, immutable audit trail of all VIRT actions, including the identity of the acting VIRT, the action taken, the policy that authorized the action, the inputs consumed, the outputs produced, and the timestamp. Audit logs are retained for the duration of Customer's subscription and are available for export as part of Customer Data.
8.1. LEAPWare IP. LEAPWare and its licensors exclusively own all right, title, and interest in and to the Services, including all software, algorithms, architectures, user interfaces, designs, documentation, trademarks, trade dress, and all related intellectual property rights. LEAPWare has filed seventeen (17) provisional utility patent applications with the United States Patent and Trademark Office covering core aspects of the platform's governed knowledge management, agent orchestration, and decision intelligence architecture. All rights not expressly granted to Customer in this Agreement are reserved by LEAPWare.
8.2. Customer IP. Customer and its licensors exclusively own all right, title, and interest in and to all Customer Data, including all Knowledge Objects, organizational intelligence, and outputs generated by the Services using Customer's inputs. This Agreement does not grant LEAPWare any right, title, or interest in Customer Data except the limited processing license expressly set forth in Section 4.2.
8.3. Trademarks. "LEAPWare," "LEAPCortex," "LEAPControl," "LEAPHive," "LEAPCrew," "LEAPForge," "LEAPCapital," "VIRT," "Governed AI Infrastructure," and all associated logos, product names, and trade dress are trademarks or registered trademarks of LEAPWare. Customer shall not use any LEAPWare trademark without LEAPWare's prior written consent, except to accurately identify Customer's use of the Services in factual, non-misleading contexts.
8.4. No Implied Licenses. Except as expressly stated in this Agreement, neither party grants the other any license, implied or otherwise, to the other party's intellectual property, content, patents, trademarks, copyrights, trade secrets, or other proprietary rights.
8.5. Feedback. If Customer provides suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), LEAPWare may use such Feedback without restriction or obligation to Customer. Feedback shall not constitute Customer Confidential Information and shall not create any intellectual property rights in favor of Customer with respect to LEAPWare's implementation of such Feedback.
9.1. Mutual Representations. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation; (b) it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution, delivery, and performance of this Agreement does not and will not conflict with any other agreement to which it is a party; and (d) it will comply with all applicable laws, rules, and regulations in its performance under this Agreement.
9.2. LEAPWare Warranties. LEAPWare represents and warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; (b) LEAPWare will provide the Services using commercially reasonable care and skill; (c) LEAPWare will implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data in accordance with Section 6; (d) LEAPWare will maintain schema-level tenant isolation as described in Section 6.1 throughout the Subscription Term; (e) to LEAPWare's knowledge, the Services do not, as of the Effective Date, infringe any valid, issued United States patent, copyright, or trade secret of any third party; and (f) LEAPWare personnel who access Customer Data will be bound by written confidentiality obligations no less protective than those set forth in this Agreement.
9.3. Customer Warranties. Customer represents and warrants that: (a) Customer owns or has obtained all necessary rights, consents, and permissions to submit Customer Data to the Services and to grant the rights described in this Agreement; (b) Customer Data does not and will not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other legal rights; and (c) Customer will use the Services in compliance with all applicable laws and this Agreement's Acceptable Use Policy.
9.4. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 9, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LEAPWARE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LEAPWARE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LEAPWARE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
10.1. Uptime Commitment. LEAPWare commits to a Monthly Uptime Percentage of at least 99.9% for the Services, measured on a calendar month basis. "Monthly Uptime Percentage" means the total number of minutes in a calendar month minus the number of minutes of Downtime, divided by the total number of minutes in that calendar month, expressed as a percentage.
10.2. Downtime Definition. "Downtime" means any period during which the Services are materially unavailable or materially degraded as measured by LEAPWare's external monitoring systems. A period of material unavailability commences when LEAPWare confirms the incident (either through automated monitoring or Customer report) and concludes when the Services are restored to material operability.
10.3. Exclusions. The following are excluded from the calculation of Downtime and do not count against the Monthly Uptime Percentage:
(a) Scheduled Maintenance. Planned maintenance windows for which LEAPWare provides at least seventy-two (72) hours' advance notice. LEAPWare will use commercially reasonable efforts to schedule maintenance during off-peak hours and to limit scheduled maintenance to no more than four (4) hours per calendar month.
(b) Force Majeure Events. Unavailability caused by events beyond LEAPWare's reasonable control, as defined in Section 20.
(c) Customer-Caused Issues. Unavailability resulting from Customer's acts or omissions, including misconfiguration of Customer-controlled settings, exceeding documented usage limits, or Customer's use of the Services in a manner not consistent with the Documentation.
(d) Third-Party Failures. Unavailability caused by failures in third-party services, networks, or infrastructure outside of LEAPWare's direct control, provided that LEAPWare has implemented commercially reasonable redundancy and failover mechanisms.
(e) Beta and Preview Features. Unavailability of features designated as beta, preview, or experimental.
10.4. Service Credits. If the Monthly Uptime Percentage falls below the committed level, Customer is eligible for service credits applied against future subscription fees as follows:
Monthly Uptime < 99.9% but ≥ 99.0%: Credit equal to 10% of the monthly subscription fee for the affected month.
Monthly Uptime < 99.0% but ≥ 95.0%: Credit equal to 25% of the monthly subscription fee for the affected month.
Monthly Uptime < 95.0%: Credit equal to 50% of the monthly subscription fee for the affected month.
10.5. Credit Request Process. To receive a service credit, Customer must submit a written request to legal@leapware.ai within thirty (30) days after the end of the calendar month in which the Downtime occurred. The request must include: (a) the dates and times of the claimed Downtime; (b) a description of the impact; and (c) any supporting evidence, such as error logs or screenshots. LEAPWare will evaluate the request against its monitoring data and respond within fifteen (15) business days. Service credits are the sole and exclusive remedy for any failure to meet the Monthly Uptime Percentage commitment.
10.6. Credit Limitations. Service credits shall not exceed fifty percent (50%) of the monthly subscription fee for the affected month. Service credits are not redeemable for cash, are non-transferable, and may only be applied against future invoices under this Agreement. If this Agreement terminates before service credits are applied, any unused credits are forfeited.
11.1. Support Availability. LEAPWare provides technical support for the Services in accordance with the priority levels and response times set forth below. All support is available via email at legal@leapware.ai or through the in-platform support portal.
11.2. Priority Levels and Response Times.
P1 — Critical. The Services are completely unavailable or a core function is inoperable, affecting all or substantially all Authorized Users with no available workaround. Initial response: one (1) hour. LEAPWare will assign dedicated resources and provide continuous updates until resolution.
P2 — High. A major feature of the Services is significantly impaired, affecting a substantial number of Authorized Users, with a partial workaround available. Initial response: four (4) hours. LEAPWare will provide regular updates and target resolution within one (1) business day.
P3 — Medium. A non-critical feature is impaired or behaving unexpectedly, with a reasonable workaround available, affecting a limited number of Authorized Users. Initial response: one (1) business day. LEAPWare will target resolution within five (5) business days.
P4 — Low. General questions, minor cosmetic issues, documentation clarifications, or feature requests with no material impact on service usability. Initial response: two (2) business days.
11.3. Response Time Measurement. Response times for P1 and P2 issues are measured in clock hours (24/7/365). Response times for P3 and P4 issues are measured in business hours (Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding United States federal holidays). Response time commences upon LEAPWare's receipt of a properly submitted support request with sufficient detail to identify and begin diagnosing the issue.
11.4. Customer Obligations. Customer shall designate at least one (1) technical contact authorized to submit support requests and interact with LEAPWare support personnel. Customer shall provide reasonable cooperation, including access to relevant logs, configurations, and diagnostic information, to facilitate timely issue resolution.
12.1. Self-Service Export. The Services provide self-service data export functionality that allows Customer to export Customer Data at any time during the Subscription Term. Export is available in industry-standard, machine-readable formats including JSON, CSV, and structured archive formats as documented in the platform Documentation.
12.2. Export Scope. Customer may export all categories of Customer Data, including: Knowledge Objects and their complete version histories; VIRT governance configurations and Cedar policies; decision audit trails and agent interaction logs; organizational metadata and taxonomy structures; and all associated attachments and linked resources.
12.3. Post-Termination Export Window. Upon expiration or termination of this Agreement for any reason, Customer shall have a thirty (30) day period following the effective date of termination (the "Export Window") during which Customer may access the Services solely for the purpose of exporting Customer Data. During the Export Window, Customer's access to the Services will be limited to read-only data export functionality. LEAPWare will not charge additional fees for access during the Export Window.
12.4. Certified Deletion. Within thirty (30) days following the expiration of the Export Window (i.e., within sixty (60) days following the effective date of termination), LEAPWare shall permanently delete all Customer Data from its production systems, backup systems, and disaster recovery environments. Upon Customer's written request, LEAPWare shall provide a signed certificate of deletion confirming the complete and irreversible destruction of all Customer Data. Deletion shall be performed using industry-standard methods consistent with NIST SP 800-88 guidelines.
12.5. Exceptions to Deletion. LEAPWare may retain limited Customer Data beyond the deletion timeline solely to the extent required by applicable law, regulation, or valid legal process. Any such retained data shall remain subject to the confidentiality and security obligations of this Agreement and shall be deleted promptly upon the expiration of the applicable legal retention requirement.
13.1. Obligations. The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to the Receiving Party's employees, contractors, advisors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; (c) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
13.2. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without restriction on disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party.
13.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of the required disclosure (to the extent legally permitted); (b) cooperates with the Disclosing Party's reasonable efforts to obtain a protective order or other appropriate remedy; and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed.
13.4. Return and Destruction. Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession, except for copies retained in routine backup systems (which shall remain subject to the confidentiality obligations herein) or as required by applicable law.
13.5. Survival. The obligations of confidentiality set forth in this Section 13 shall survive the termination or expiration of this Agreement for a period of three (3) years; provided, however, that with respect to trade secrets, such obligations shall survive for so long as the information qualifies as a trade secret under applicable law.
14.1. LEAPWare Indemnification. LEAPWare shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any allegation that Customer's authorized use of the Services infringes or misappropriates any third party's patent, copyright, trademark, or trade secret existing as of the date of such use; or (b) a breach of LEAPWare's security obligations under Section 6 that results in the unauthorized access to, disclosure of, or loss of Customer Data, to the extent caused by LEAPWare's negligence or willful misconduct.
14.2. IP Indemnification Remedies. If the Services become, or in LEAPWare's reasonable opinion are likely to become, the subject of an infringement claim, LEAPWare shall, at its option and expense: (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially diminishing their functionality; or (c) replace the Services with a functionally equivalent, non-infringing alternative. If none of the foregoing options are commercially practicable, LEAPWare may terminate the affected portion of the Services and refund to Customer a pro rata portion of prepaid fees for the unused remainder of the Subscription Term.
14.3. LEAPWare Indemnification Exclusions. LEAPWare's indemnification obligations under Section 14.1(a) shall not apply to the extent that the alleged infringement results from: (a) modification of the Services by Customer or any third party; (b) Customer's use of the Services in combination with products, services, or technologies not provided or approved by LEAPWare; (c) Customer's continued use of a version of the Services after LEAPWare has provided a non-infringing update; or (d) Customer's use of the Services in a manner not consistent with the Documentation.
14.4. Customer Indemnification. Customer shall defend, indemnify, and hold harmless LEAPWare and its officers, directors, employees, and agents from and against any third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's breach of the Acceptable Use Policy set forth in Section 5; (b) any allegation that Customer Data infringes or misappropriates any third party's intellectual property rights or violates any applicable law; or (c) Customer's use of the Services in violation of this Agreement or applicable law.
14.5. Indemnification Procedures. The indemnified party shall: (a) provide prompt written notice of the claim to the indemnifying party (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation and assistance at the indemnifying party's expense. The indemnifying party shall not settle any claim that imposes obligations on the indemnified party (other than the payment of money, which the indemnifying party shall pay) without the indemnified party's prior written consent.
15.1. Cap on Liability. EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 15.3 (CARVE-OUTS), THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO LEAPWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.2. Exclusion of Consequential Damages. EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 15.3 (CARVE-OUTS), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
15.3. Carve-Outs. The limitations set forth in Sections 15.1 and 15.2 shall not apply to: (a) either party's indemnification obligations under Section 14; (b) either party's breach of confidentiality obligations under Section 13; (c) LEAPWare's breach of its obligations regarding Customer Data ownership (Section 4) or the prohibition on AI model training (Section 4.3); (d) either party's willful misconduct or fraud; or (e) Customer's obligation to pay fees due under this Agreement.
15.4. Basis of the Bargain. The parties acknowledge that the fees charged under this Agreement reflect the allocation of risk set forth in this Section 15 and that neither party would enter into this Agreement without these limitations on liability. The limitations set forth in this section shall apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
16.1. Subscription Term. The initial subscription term shall be as specified in the applicable Order Form (the "Initial Term"). Unless otherwise stated in the Order Form, the Initial Term is twelve (12) months from the Effective Date.
16.2. Auto-Renewal. Upon expiration of the Initial Term, the subscription shall automatically renew for successive periods equal in length to the Initial Term (each, a "Renewal Term," and together with the Initial Term, the "Subscription Term"), unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term.
16.3. Termination for Material Breach. Either party may terminate this Agreement upon written notice to the other party if the other party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the nature of the breach. For purposes of this section, a "material breach" includes, without limitation: failure to pay fees when due (after a five (5) day grace period for payment-related breaches); violation of the Acceptable Use Policy that causes material harm; unauthorized disclosure of Confidential Information; and material misrepresentation in the warranties provided herein.
16.4. Termination for Insolvency. Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent; (b) files a petition in bankruptcy or has such a petition filed against it that is not dismissed within sixty (60) days; (c) makes an assignment for the benefit of creditors; or (d) has a receiver or trustee appointed for a substantial part of its assets.
16.5. Suspension. LEAPWare may temporarily suspend Customer's access to the Services, in whole or in part, if: (a) Customer's account is more than thirty (30) days past due on any undisputed invoice; (b) LEAPWare reasonably determines that Customer's use of the Services poses a security risk to the Services or to other customers; or (c) suspension is required to comply with applicable law or a valid court order. LEAPWare will provide Customer with advance notice of any suspension to the extent practicable and will promptly restore access once the condition giving rise to the suspension has been resolved.
17.1. Data Export Window. Upon any termination or expiration of this Agreement, Customer shall have the thirty (30) day Export Window described in Section 12.3 to export all Customer Data.
17.2. Certified Deletion. Following the Export Window, LEAPWare shall delete all Customer Data in accordance with Section 12.4.
17.3. Accrued Obligations. Termination of this Agreement shall not relieve either party of any obligation that accrued prior to the effective date of termination, including without limitation the obligation to pay any fees due for Services rendered prior to termination.
17.4. Refunds. If LEAPWare terminates this Agreement for its convenience or if Customer terminates for LEAPWare's uncured material breach, LEAPWare shall refund to Customer a pro rata portion of any prepaid subscription fees attributable to the unused portion of the Subscription Term following the effective date of termination. If Customer terminates for its convenience or if LEAPWare terminates for Customer's uncured material breach, no refund shall be due.
17.5. Survival. The following provisions shall survive any termination or expiration of this Agreement: Sections 2 (Definitions), 4 (Your Data — Ownership and Rights), 8 (Intellectual Property), 9.4 (Disclaimer), 13 (Confidentiality), 14 (Indemnification), 15 (Limitation of Liability), 17 (Post-Termination Obligations), 21 (Dispute Resolution), and 24 (Governing Law), together with any other provisions that by their nature are intended to survive termination.
18.1. US Export Laws. The Services and related technology are subject to United States export control laws and regulations, including the Export Administration Regulations ("EAR") administered by the US Department of Commerce Bureau of Industry and Security, and the economic sanctions programs administered by the US Department of the Treasury Office of Foreign Assets Control ("OFAC").
18.2. Customer Representations. Customer represents and warrants that: (a) Customer is not located in, organized under the laws of, or a resident of any country or territory that is the subject of comprehensive US economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) Customer is not identified on, and no person or entity that owns or controls Customer is identified on, any US government restricted party list, including the OFAC Specially Designated Nationals and Blocked Persons List, the Commerce Department Denied Persons List, or the Commerce Department Entity List; and (c) Customer will not use, export, re-export, or transfer the Services or any related technology in violation of applicable export control laws or sanctions.
18.3. Compliance. Customer shall comply with all applicable export control laws and sanctions in its use of the Services. Customer shall not provide access to the Services to any person, entity, or jurisdiction prohibited under applicable export control or sanctions laws without first obtaining all required government authorizations. Any breach of this section shall constitute a material breach of this Agreement entitling LEAPWare to immediate termination.
19.1. Definition. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent that such delay or failure is caused by a Force Majeure Event. "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to: acts of God; natural disasters (earthquake, flood, hurricane, volcanic eruption); epidemic, pandemic, or public health emergency; war, armed conflict, terrorism, or civil unrest; government action, sanctions, embargo, or regulatory change; widespread failure of telecommunications, internet infrastructure, or utility services not attributable to the affected party; and cyberattacks of a scale and sophistication that are beyond commercially reasonable defenses (such as nation-state-level distributed denial-of-service attacks).
19.2. Notice. The affected party shall provide written notice to the other party promptly upon becoming aware of a Force Majeure Event, including a description of the event, its expected duration, and the obligations affected. The affected party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance as soon as practicable.
19.3. Termination for Extended Force Majeure. If a Force Majeure Event prevents the affected party from performing its material obligations under this Agreement for a continuous period exceeding sixty (60) days, the other party may terminate this Agreement upon thirty (30) days' written notice. In the event of such termination, LEAPWare shall refund to Customer a pro rata portion of prepaid subscription fees attributable to the period during which the Services were unavailable due to the Force Majeure Event.
20.1. Good-Faith Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation. Either party may initiate the negotiation process by providing written notice to the other party describing the Dispute in reasonable detail. The parties shall engage in good-faith negotiations for a period of thirty (30) days following receipt of such notice (the "Negotiation Period"). During the Negotiation Period, each party shall make available a senior executive with authority to resolve the Dispute.
20.2. Binding Arbitration. If the Dispute is not resolved during the Negotiation Period, either party may submit the Dispute to final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA procedures. The arbitration shall take place in the State of Florida. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including equitable relief and attorneys' fees to the prevailing party to the extent permitted by applicable law. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
20.3. Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief, or other equitable relief, in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. An application for injunctive relief shall not be deemed a waiver of the right to arbitrate.
20.4. Confidentiality of Proceedings. All arbitration proceedings, including filings, evidence, and awards, shall be treated as Confidential Information of both parties. Neither party shall disclose the existence or content of arbitration proceedings to any third party except as required by applicable law or to enforce the arbitral award.
21.1. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement without the other party's consent: (a) to an affiliate that controls, is controlled by, or is under common control with the assigning party; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party's assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement and the assigning party provides written notice to the other party within thirty (30) days of the assignment.
21.2. Any purported assignment in violation of this section shall be null and void. Subject to the foregoing restrictions, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
22.1. Entire Agreement. This Agreement, together with all Order Forms, exhibits, and schedules incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, warranties, understandings, and agreements, whether written or oral, relating to such subject matter. In the event of a conflict between the terms of this Agreement and the terms of an Order Form, the Order Form shall control to the extent of the conflict.
22.2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.
22.3. Waiver. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. A waiver of any right or remedy on one occasion shall not be construed as a waiver of such right or remedy on any subsequent occasion.
22.4. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service; (c) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested; or (d) upon confirmed receipt if sent by email. Notices to LEAPWare shall be sent to legal@leapware.ai. Notices to Customer shall be sent to the address or email associated with Customer's account.
22.5. No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of LEAPWare and Customer. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
22.6. Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on the other party's behalf.
22.7. Headings. The section headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
22.8. Counterparts. Order Forms may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.
23.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws principles. To the extent that any Dispute is not subject to arbitration under Section 20, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Florida.
23.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
24.1. Right to Modify. LEAPWare reserves the right to modify this Agreement from time to time. Any modifications will be effective as specified in the notice provided to Customer.
24.2. Notice of Changes. LEAPWare shall provide Customer with at least thirty (30) days' advance written notice of any material changes to this Agreement. Notice shall be provided via email to the address associated with Customer's account and through a prominent notice within the Services.
24.3. Material Changes. A "material change" means any modification that: (a) reduces Customer's rights under this Agreement; (b) increases Customer's obligations, liabilities, or fees; (c) modifies the scope, nature, or availability of the Services in a manner that materially diminishes their utility to Customer; (d) alters the data ownership, privacy, or security provisions of this Agreement; or (e) changes the dispute resolution or governing law provisions.
24.4. Acceptance. Customer's continued use of the Services after the effective date of a material change constitutes acceptance of the modified terms. If Customer does not agree to a material change, Customer may terminate this Agreement by providing written notice to LEAPWare within the thirty (30) day notice period. In such event, LEAPWare shall refund to Customer a pro rata portion of any prepaid subscription fees attributable to the unused portion of the Subscription Term following the effective date of termination.
24.5. Version History. LEAPWare shall maintain a publicly accessible version history of this Agreement at leapware.ai/legal/terms, identifying the effective date and a summary of changes for each version.
For questions, concerns, or notices related to this Agreement, please contact:
LEAPWare will acknowledge receipt of all inquiries within two (2) business days and provide a substantive response within ten (10) business days.
Version 2.0 · Effective March 27, 2026 · LEAPWare. All rights reserved.