These terms of use (“Terms”) apply to all users of Leaderkit Limited’s (“Leaderkit”) website and application at www.leaderkit.com and app.leaderkit.com and any other site/application operated by Leaderkit (“Website”). By using the Website or the online planning and execution Service made available via the Website (“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.

These Terms were last updated on 16 February 2015.

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. you or your administrator (“Administrator”) may invite others (“Invited Users”)to use the Service on these Terms;
2. you are responsible for all Invited Users’ use of the Service;
3. you will determine and control each Invited User’s level of access to the relevant organisation and Service at all times.

2. YOUR OBLIGATIONS

1. Payment obligations: You will pay a fee for access to the Website and the Service in accordance with the fee schedule set out on the Website (Prices). Leaderkit will 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 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2. 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.
3. 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 ensure that all such persons comply with these Terms.
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.
5. Communication Conditions: If you use any communication tools available through the Website (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

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.
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. 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 accessing and using the Website and the Service immediately.

4. INTELLECTUAL PROPERTY

1. General: All patents, trade marks, 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).
2. Ownership of Data: 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 licence to use, copy, transmit, store, and back-up your information and Data for the purpose of enabling you to access and use the Service.
3. 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. WARRANTIES AND ACKNOWLEDGEMENTS

1. Warranties: You warrant that:
   1. you are authorised to use the Data that you input into the Website, including any Data input into the Website by any person you have authorised to use the Service;
   2. you are authorised to access the processed information and data that is made available to you through your use of the Website and the Service.
   3. if you use the Service or access the Website on behalf of anyone else (whether a body corporate or otherwise):
      1. 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
      2. you will indemnify Leaderkit against any claims or loss relating to:
         1. Leaderkit’s refusal to provide any person access to your information or Data in accordance with these Terms; and
         2. Leaderkit making available information or Data to any person with your authorisation.
2. Acknowledgement: You acknowledge that:
   1. your access to and use of the Service is on an “as is” basis and at your own risk;
   2. Leaderkit does not warrant that the use of the Service will be uninterrupted or error– or virus–free; and
   3. Leaderkit is not your strategic adviser or consultant and use of the Service does not constitute the receipt of advice.

6. LIABILITY

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.
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.
3. Notwithstanding clauses 6.1 and 6.2, 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.
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.

7. TERMINATION

1. Refund Policy: Leaderkit subscription and service fees are non-refundable except where failure to provide the service has occured and has not been remedied, in accordance with these terms.
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.
3. Breach: Leaderkit may (without prejudice to its other rights) suspend or terminate access to the Service and the Website if you:
   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;
   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
   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.
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.
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 Website.
6. Termination: Clauses 2.1, 3, 4, 5, 6, 7, and 9 survive termination of these Terms.

8. HELP DESK

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 Website or failing that email us at support@leaderkit.com .
2. Service availability: Leaderkit may temporarily suspend or restrict access to the Service or Website to perform maintenance or other development activity. If for any reason Leaderkit has to interrupt the Service for longer periods than Leaderkit would normally expect, Leaderkit will use reasonable endeavours to publish in advance details of such activity on the Website.

9. GENERAL

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.
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.
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.
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 support@leaderkit.com 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.

LEADERKIT LIMITED