Terms of Use

1. Introduction
Your use or access of the Services is subject to the terms of this “Terms of Use” and “Privacy Policy”. These establish certain rules for using our Services and cover how we collect, use, share and store your data.
1.1.    Services. The Leap Health and related websites, applications, and services (collectively “Services”) are operated by CureMD.com, Inc (“Leap,” “We” or “Us”). The Services are intended to be used by physicians, patients and all other individuals that wish to use the Services (“You” or “Your”). The Services that you obtain from the Leap or its third-party contractors is for informational, communicative, scheduling and payment purposes only. Services include, without limitation, booking medical appointments, receiving appointment-related messaging, utilizing the video service, scheduling pages maintained by the Leap on behalf of third parties and appointment scheduling technology integrated into third party services.
1.2.    Terms. By registering, accessing or using our Services (as a registered or unregistered user), You are agreeing to enter into a legally binding contract with the Leap. If You create a Leap account or use or access the Services on behalf of an individual or entity other than yourself, You represent that You are authorized by such individual or entity to accept this Terms of Use on such individual’s or entity’s behalf and bind them to this Terms of Use (in which case, the references to “You” and “Your” in this Terms of Use, except for in this sentence, refer to that individual or entity).
  1. Providers. If You are a “Provider” or are accessing the Services on behalf of a Provider, as defined under the Health Insurance Portability and Accountability Act of 1996 (‘HIPAA’), You may have signed the Services Agreement , Business Associate Agreement or any other document prescribing terms and conditions for the Services (‘Provider Documents’). In case of a conflict between the Terms of Use and Provider Documents, the Provider Documents shall prevail.
  2. Patients. If You are a Patient, Your use of Telemedicine services will be governed by the Telemedicine Solution Services Agreement (‘Patient Documents’). In case of a conflict between the Terms of Use and Patient Documents, the Patient Documents shall prevail.

1.3.    Privacy. The Privacy Policy applies to use of the Services, and its terms are hereby incorporated and made a part of this Terms of Use.

1.4.    Minimum Age. The Services are not intended for individuals under 18 years of age (‘Minimum Age’). By using the Services, You represent that You are the Minimum Age. If You are using the Services on behalf of an individual under the Minimum Age, You represent that You are authorized by such individual to accept the Terms of Use and Privacy Policy on their behalf. Creating an account with false information is a violation of the Terms of Use, including accounts registered on behalf of any person or persons under the Minimum Age. We shall bear no responsibility or liability for verifying whether You are, or anyone on behalf of whom You register an account is, the Minimum Age.

If the law requires You must be older than 18 years of age in order to access or use the Services without parental consent (including use of your Personal Information), then the Minimum Age shall be such older age.

1.5.    United States Only. By accessing or using the Services, You represent you are using ad accessing Services from United States of America, as a resident.

1.6.    Modification. We reserve the right to modify the terms of this Terms of Use and Privacy Policy from time to time. We shall notify you about any material changes in order to provide you with an opportunity to review the amendments. Your continued use of the Services shall constitute acceptance of the changes. We advise you to periodically review the terms of this Terms of Use and, if you object to the terms, you can terminate this contract by not using or accessing the Services. Any disputes under this Agreement will be governed by the version of Agreement in effect at the time of the first event which gave rise to the dispute.

1.7.    Right to Modify or Discontinue Services. We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will the Leap be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new Services will be governed by this Terms of Use.

1.8.    Freedom of Choice. You acknowledge that Your use of the Services is voluntary and You are aware that there are other forms of practice management solutions available for use.

2. Medical Disclaimers & Disclosures
We are not a health care provider and use of the Services does not establish a healthcare provider/patient relationship between You and the Leap.

We may earn a commission from Providers through provision of the Services.

To help you find Providers who may be suitable for Your needs, and enable the maximum choice and diversity of Providers participating in the Services, We will provide You with lists and/or profiles of Providers. These results are based on information that You provide to Us.

By accessing and using the Services, You agree to the following:

2.1.   The Services are NOT a substitute for professional medical advice, diagnosis or treatment. 

2.2.   You shall NOT use the Services for emergency medical needs. If You have an EMERGENCY, YOU SHOULD IMMEDIATELY 911 AND REQUEST EMERGENCY CARE ASSISTANCE. 

2.3.   You shall choose a Provider for Your medical needs at YOUR SOLE RISK AND DISCRETION. The Leap (a) does not employ, refer, recommend, or endorse any Providers, (b) does not make any representations or warranties with respect to these Providers or the quality of the services they may provide, and (c) is not responsible for ensuring that information (including credentials) a Provider provides about himself or herself is accurate or up-to-date. In addition, to the extent that Leap serves as a platform for, or provides technical support to, the provider directory associated with Your health coverage, Providers will appear in the directory based on criteria determined by your health plan or plan sponsor, as applicable.

2.4.   Procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or all clinical situations. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for Your awareness and do not necessarily imply, and We make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.

2.5.   While all qualified Providers are eligible to use our Services, the Leap’s lists of Providers are not exhaustive. Some Providers listed through the Services enter into contracts with us, and may pay us fees in order to be marketed through or to use the Services. If You book an appointment with a Provider through the Services, the Leap may receive a commission.

3. Sponsored Results/Paid Advertisements
We receive additional fees for showing You sponsored content.

We may show You advertisements or sponsored results (“Sponsored Results”) through the Services, including above or interspersed within the search results. The Leap receives additional fees from Providers for including them in Sponsored Results, and such Sponsored Results are not, and should not be considered, an endorsement, referral or recommendation by Leap of the healthcare provider. Sponsored Results are conspicuously labeled as “Sponsored Results” or “Paid Ads” in the Services.

4. Recording & Transcription
You have the option to record and transcribe meetings between Patients and Providers.

We provide You with the option of recording and transcribing meetings conducted through the use of the Services. When You enable the option to record the meeting, We send a notification to all parties to the communication requesting their consent to record the meeting. Leap requires the consent of all parties to a meeting before recording the meeting. If any party refuses to provide consent, the meeting shall not be recorded or transcribed.

You may withdraw your consent during the course of the meeting to end the recording and transcription.

By using the option to record and transcribe meetings, You are giving the Leap consent to access, store, retain, record and transcribe the meetings in accordance with the Privacy Policy.

The meetings shall be transcribed in the English Language. We do not provide translation services. The Leap cannot guarantee the efficacy or accuracy of the transcription or recording services and does not accept liability for any loss or damage, whether direct or consequential, suffered by You as a result of the transcription or recording of meetings.

5. Third-Party Content, Sites, Apps & Services
Third-parties may offer their own content and services through our Services. We shall not be responsible for such third-party activities.

You may come across content, sites, apps and services published or provided by third-parties through our Services (‘Third-Party Services’). We do not have any control over and are not responsible for the actions or activities of Third-Party Services and we do not guarantee the accuracy, efficacy, fitness for intended purpose or merchantability of the Third-Party Services. We do not endorse any Third-Party Services. You agree that You shall use Third-Party Services at your sole risk and discretion. 

Your use of Third-Party Services shall be governed by our Third-Party Terms and any additional terms and conditions that the third-party service providers may establish from time to time.

6. General User Obligations
You agree to use our Services in accordance with certain restrictions and obligations set forth under this Terms of Use.

6.1.  Your Leap Account Credentials. When You create a Leap Account, You will provide an email address and create a password (collectively, “Credentials”). You are responsible for all use of the Services and for all use of Your Credentials, including use by others to whom You have given your Credentials. You should keep your Credentials private and immediately notify Us if your password has been stolen or compromised by sending an email to service@curemd.com You promise to provide us with accurate, complete, and updated registration information about yourself. You may also be able to connect to the Services maintained by a third party company, such as Facebook, Inc., Google LLC (“Google”) or Apple Inc. (“Apple”). If You connect to the Services through a Third-Party Service, You give us permission to access and use your information from such Third Party Service as permitted by such Third Party Service, and to store Your log-in credentials for such Third Party Service. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on such Third Party Service.

6.2.  Healthcare Expenses. While it’s free to create a Leap account and download Our app, You are still responsible for Your healthcare expenses. Any charges for any medical or related services rendered by healthcare providers will apply and will be entirely Your responsibility.

6.3.  Healthcare Information. You are responsible for ensuring that all information that You provide to the Leap is accurate and up-to-date, including Your insurance information. Some Services may not be available through Leap or Your Provider depending upon a number of factors, including Your insurance participation.

6.4.  Disputes. If there is a dispute between participants on this site or Services, or between users and any third party (including but not limited to Patients or Providers) (‘Disputes’), You agree that (i) the Leap is under no obligation to become involved, and (ii) You shall resolve the Dispute directly with the concerned party or parties to the Dispute. In the event that You have a dispute with one or more other users or Patients/Providers, You release the Leap, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such Disputes and/or our Services.

6.5.  Legal Compliance. You may only use the Services for lawful, non-commercial purposes. If Your use of the Services is prohibited by applicable laws, then You aren’t authorized to use the Services. You may not use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any content or portion of the Services (including, without limitation, healthcare provider content, appointment availability, price information, and Insurance Content, defined below) for any purpose whatsoever.

In addition to Our rights in this Terms of Use, we may take any legal action and implement any technological measures to prevent violations of the restrictions hereunder and to enforce this Terms of Use, or other related policies.

7. Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries.
If You are a Provider, you are bound by certain responsibilities regardless of whether or not You have a Leap Account.

7.1.  If You are a Provider or other person or entity in the healthcare or medical industries, regardless of whether You maintain a Leap Account or whether You schedule or intend to schedule appointments through the Services, You acknowledge and agree that:

  1. You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other content for any purpose other than Your own personal use as a patient or prospective patient;
  2. You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and
  3. You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices (including but not limited to booking fraudulent healthcare appointments), or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
8. Prohibited Conduct
You are prohibited from certain conduct whilst accessing or using the Services. If You engage in any prohibited activity, the Leap may suspend or terminate your access to the Services.
8.1.  In addition to any conduct expressly prohibited throughout the Terms of Use, during Your access and use of the Services, You agree that You will not:

  1. Post or transmit sexually explicit, vulgar or unlawful content, or content that would defame, threaten, harass, abuse, slander or embarrass any individual or any user of these Services;
  2. Infringe the intellectual property rights, trade secrets, right to privacy, right to publicity, or any other rights of Leap or any third party;
  3. Violate local, state, national or international laws;
  4. Engage in conduct that would harm minors in any way;
  5. Attempt to harm, interrupt or destroy these Services, or any computer software or hardware; through the use of cancel bots, denial of service attacks, flood pings, forged routing or electronic mail address information, harmful code, packet or IP spoofing, phishing, Trojan horses, viruses, or similar methods or technology;
  6. Use any deep-link, page-scrape, robot, spider, or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Services or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services
  7. Use any device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Services or any content, or in any way engage in the reproduction or alteration of the navigational structure or presentation of the Services or any content, to obtain or attempt to obtain any confidential information;
  8. Violate the privacy rights of other users;
  9. Imply or state that You are affiliated with or endorsed by the Leap without our express consent
  10. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
  11. Monitor the Services’ availability, performance or functionality for any competitive purpose;
  12. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
  13. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services)
  14. Misrepresent Your identity or impersonate any other person or entity;
  15. Advertise or solicit business;
  16. Engage in manipulation or forgery, that would disguise the origin of any content on the Services;
  17. Collect, harvest, trace or reverse information about other users or visitors of the Services, without their express consent;
  18. Assist any third party in engaging in any activity that would violate this Terms of Use; or,
  19. Engage in action that would place unreasonable or disproportionate load on the infrastructure of the Services, Leap’s systems or networks, or any systems or networks connected to the Services or Leap;
  20. Attempt to obtain unauthorized access to any website or mobile device through the Services;
  21. Engage, directly or indirectly, in transmission of chain letters, junk mail, spam or any other type of unsolicited solicitation;
  22. probe, scan or test the vulnerability of the Services or any network connected to the Services, or breach the security or authentication measures on the Services or any network connected to the Services;
  23. attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate any of the Services, or otherwise alter, defraud, or create false results from any of the Services; or
  24. create or assist any third-party in creating any product or service that competes directly or indirectly with any of the Services;
9. Unauthorized Access & Use of Services.

You agree to notify the Leap immediately of all unauthorized use of the Services and if the security or secrecy of the Services has been compromised due to Your actions or the actions of any third-party. You may be held responsible for any losses incurred by the Leap or any other user of the Services, that are in any way related to Your violation of the Terms of Use. You are solely responsible for ensuring that Your use of the Services is in total compliance with the Terms of Use.

10. Monitoring; Access; Verification

The Leap reserves the right to access, monitor and record Your use of the Service, including without limitation audio and video recording and collection of Your information and date to (i) operate and monitor the Services properly; (ii) protect itself or others; (iii) maintain accounting records regarding the usage of the Service by You; (iv) verify the list of Customers; (v) improve and develop research and Services and (vi) retrieve usage patterns, behaviors, trends, error reports.

11. Personal Information & Protected Health Information

11.1.  Personal Information. You hereby authorize the Leap to access, use, transfer, store and export your Personal Information (“Personal Information” means, without limitation, your name, address, social security number and contact information, insurance information, Protected Health Information, medical history and current medical needs, billing information, and other personally identifiable information) in accordance with the Privacy Policy.

11.2.  Protected Health Information. You may elect to enter certain medical information or Protected Health Information into the Services, including by requesting an appointment or filling out a medical history form on behalf of yourself or a third party from whom You have authorization to provide such information. “Protected Health Information” shall have the meaning assigned under HIPAA. You can request (and in doing so, authorize) the Leap to provide this information to Your chosen Provider. You acknowledge and agree that the Leap shall access, transfer and use this information in accordance with its Privacy Policy.

12. Insurance Content.
Insurance and insurance related Content (including, without limitation, insurance coverage and benefit Content) (“Insurance Content”) is intended for general reference purposes and for Your convenience only. Insurance Content may be based on Personal Information you provide to us as well as Provider content (such as CPT codes and other encounter data). Insurance Content may also be provided either directly by the Provider You identify or via a third-party clearinghouse. Insurance Content can change frequently and may become out of date, incomplete or inaccurate. You agree that you will (a) provide accurate and complete insurance-related Personal Information, and (b) verify and maintain accurate insurance-related Personal Information (including, without limitation, verifying such Personal Information obtained by automated means from an insurance card You provide). Although the Leap strives to provide You with accurate Insurance Content, we are not responsible for any inaccurate, incomplete or outdated Insurance Content, and You are responsible for complying with subparts (a) and (b) hereof.
13. Payment and Transaction Processing
As a Patient using our Services, You are bound by certain payment obligations. We disclaim all liability arising from any payment obligations under this Terms of Use.

13.1.  Payment and Transaction Processing Generally. You may be permitted to use the Services to pay for the Designated Provider Services (as defined below), other products or services provided by the applicable Provider, and/or other payment obligations, including, for example, Your insurance copayments. In connection with such payments, we process Your payment card information in accordance with our Privacy Policy. The Leap and/or its payment processing partner may collect from the applicable Provider a transaction processing fee for Our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment. Please note that any payment terms presented to You in the process of using or signing up for a paid service or the Transaction Processing Services are deemed part of this Terms of Use.

13.2.  Designated Provider Services. Certain Providers may provide, through the Services, price information for their healthcare and related products and services (“Designated Provider Services”), and permit You to use the Services to pay for such Designated Provider Services.

Prior to scheduling an appointment for Designated Provider Services, please carefully review (a) the price information, and (b) all of the products and services that are included and excluded in each Designated Provider Service. Providers are required to provide the applicable Designated Provider Service at or below the price indicated at the time of scheduling (“Designated Price”), unless You separately agree otherwise. Services in addition to or different from Designated Provider Services may be available, offered or rendered by Providers. You and Your Providers are responsible for agreeing to pricing for any additional or different services. THE COMPANY IS NOT RESPONSIBLE FOR YOUR OR ANY PROVIDER’S FAILURE TO AGREE TO PRICING FOR ANY ADDITIONAL OR DIFFERENT SERVICES.

13.3.  Payment of Your Financial Obligations Under Your Insurance Coverage and Benefits. Certain Providers may permit You to use the Services to pay for all or a portion of your financial obligations under Your insurance coverage and benefits (the “Insurance Payment Services”).

While We endeavor to provide accurate Insurance Content (as defined below) (for example, Your copayment obligation), We make no guarantees and disclaim all warranties that the Insurance Content is correct. You acknowledge that Insurance Content is provided by the insurance provider or via a third-party clearinghouse. Please also keep in mind that (a) Insurance Content is constantly being updated (for example, to reflect amounts You may have paid earlier towards your deductible), (b) You are likely to receive an explanation of benefits (or similar document) from Your insurance company after You receive your Provider’s services, and (c) You may ultimately owe Your Provider more than the amount You paid through the Insurance Payment Services.

13.4.  Transaction Processing. The transaction processing fee will not exceed the fair market value for the Transaction Processing Services provided by the Leap and its payment processing partner. Providers may separately charge You for additional or different products or services. You acknowledge and agree that:
  1. You are solely responsible for and You will pay the Designated Price for the Designated Provider Services charged through the Leap by the applicable Provider, as well as other amounts the applicable Provider may charge through the Leap for any additional or different services rendered during or related to the applicable appointment;
  2. You remain responsible for paying all amounts required by law and/or contract (e.g., health plan agreement), including all cost-sharing obligations (such as, but not limited to, copayments, deductibles and other coinsurance obligations);
  3. If You utilize our Transaction Processing Services, the Leap may process Your payment, and may do so in collaboration with our payment processing partner;
  4. The Leap is not responsible for any charges incurred for any products or services provided by the Provider, including any Designated Provider Service;
  5. The Leap is not responsible for any charges submitted for processing by the Providers;
  6. In the event You dispute any fees chargeable or charged through Leap by a Provider, You will resolve such dispute directly with the applicable Provider;
  7. If You utilize our Transaction Processing Services, You may be required to accept the terms of use and privacy policy of our payment processing partner with respect to Transaction Processing Services; and
  8. You will promptly review all charges processed through the Transaction Processing Services, and immediately notify Leap to the extent You have any questions, concerns or disputes; in no event may You raise any questions, concerns or disputes after twelve (12) months from the date of the applicable transaction; and
  9. We are not responsible for any error by, or other acts or omissions of, the payment processor. You further acknowledge and agree that neither the Leap nor our payment processing partner will be responsible if either We or Our payment processing partner are unable to complete a transaction for any reason, including but not limited to:

    1. if You have not provided us with accurate, current and complete payment information;
    2. if You do not have sufficient available funds or available credit to complete the transaction;
    3. if You do not have an active payment card, or if we are unable to confirm your payment card information or your identity;
    4. if Your account with us, Your account with our payment processing partner, Your access to the Services, or Your access to Our payment processing partner’s services has been terminated or suspended for any reason;
    5. if We or Our payment processing partner have reason to believe that the requested transaction is unauthorized; or
    6. if We terminate or suspend the services We provide to the applicable Provider.
14. Support.

Subject to Your compliance with the Terms of Use, the Leap will provide online support services during business hours, which are 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding holidays.

15. Proprietary Rights

The registered trademarks of Leap may not be used without prior permission. Any third party trademark(s) that appear within the Services are the property of their respective owner(s). All information contained within the Services, including, without limitation, design, animations, text, applets, illustrations, audio, data, images, music, photographs, video graphics, the selection and arrangement thereof, and software (the “Content”), are owned and/or controlled by Leap and/or its affiliates, and protected by worldwide copyright, trademark and other intellectual property laws. Under no circumstances shall the name of Leap be used in any advertising or publicity without the express prior written permission of Leap. All images used on these Services are owned or licensed by Leap for use on these Services only. Unauthorized use is prohibited.

16. Communications.
By voluntarily providing Your cell phone and email address number to Leap, You agree that Leap may contact You by telephone, SMS, or email that We think may be of interest to You, which may include the use of automated dialing technology, and You hereby consent to receiving such communications for transactional, operational, or informational purposes. You can opt out of receiving text messages at any time by adjusting Your notification settings in your account. Note that opting out of receiving all texts may impact Your use of the Services.

If you change or deactivate the phone number or email You provided to Leap, You have an affirmative obligation to update Your account information and the phone number(s) or email address attached to Your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to You, and any new phone number(s) or email address You attach to Your account may receive Leap’s standard SMS messages unless You also unsubscribe via the above procedures. THE COMPANY SHALL NOT BE HELD RESPONSIBLE OR LIABLE TOWARDS YOU FOR YOUR FAILURE TO EITHER UPDATE YOUR CONTACT DETAILS OR TO PROVIDE ACCURATE CONTACT DETAILS.
17. Termination

The Leap may terminate Your access to any part or all of the Leap Services at any time, with or without cause and with or without notice. The Leap shall incur no liability towards You or any third-party for exercising its termination rights under this Terms of Use.

18. Disclaimers, Exclusions and Limitations

As used below in this section, “Leap” refers to its owners, its employees, representatives, agents, attorneys, affiliates, directors, officers, members, managers, volunteers and suppliers.

THE SERVICES, ITS CONTENT AND ANY INFORMATION INCLUDED ON OR PROVIDED THROUGH THE SERVICES IS PRESENTED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, ACCURACY, NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES:UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL COMPANY OR THE THIRD PARTIES MENTIONED BY THE SERVICES BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER EXCEEDING $100, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY CHARACTER WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SERVICES AND/OR ITS CONTENT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS OF USE, WHETHER IN AN ACTION IN BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR TORT OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

19. Indemnity

You agree to defend, indemnify, and hold Us and Our officers, directors, employees, agents, licensors, and suppliers, harmless from and against any direct or indirect claims, actions or demands, liabilities, damages, costs, expenses and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, Your violation of this Terms of Use, Your actions, omissions and negligence, or Your use of the Services.

20. Arbitration Agreement

We hope that We can work out any disagreements You might have with Leap. But if there is a dispute that needs to be further resolved, that process will take place according to this section. Please read the following ARBITRATION AGREEMENT carefully, because it requires You to arbitrate certain disputes and claims with the Leap and limits the manner in which You can seek relief from Leap. Both You and Leap acknowledge and agree that for the purpose of any dispute arising out of relating to the subject matter of this Agreement, Leap’s officers, directors, employees, and independent contractors (“Personnel”) are third-party beneficiaries of these Terms of Use, and that upon Your acceptance of this Terms of Use, Personnel will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use against You as a third-party beneficiary hereof.

20.1.  Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Terms of Use directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute within 45 days, it shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the rules of American Arbitration Association (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

20.2.  Cost of Arbitration. The Rules will govern payment of all arbitration fees.

20.3.  Small Claims Court; Infringement. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

20.4.  Limitation on Claims. No action arising under or in connection with this Agreement, regardless of the form, may be brought by You more than six months after the cause of action arose; actions brought thereafter are forever barred.

20.5.  Waiver of Jury Trial. YOU WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY OR A CLASS ACTION LAWSUIT. In any litigation between You and Leap over whether to vacate or enforce an arbitration award, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

20.6.  Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

21. Force Majeure.

We will not be deemed to be in breach of this Terms of Use or liable for any breach of this Terms of Use  or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism (including cyber-terrorism), war, acts of aggression, invasion, third-party actions (including but not limited to criminal actions or violations of the law by a third-party), failures of any public networks, electrical shortages, Internet outage, labor disturbance, earthquakes or floods, civil disorder, strikes, fire, pandemics, epidemics, or other disaster (including without limitation, natural, technological, or social).

22. Miscellaneous.
All sections that contemplate survival will survive any termination of this Agreement, including without limitation, Disclaimers, Exclusions and Limitations, Indemnity, Prohibited Conduct, Proprietary Rights and clauses relating to governing law and jurisdiction. This Terms of Use shall be governed, construed and applied in all respects by the laws of the State of New York, without regard to any provision governing conflicts of law, and any dispute arising out therefore shall be brought before the federal or state courts located in the State of New York. If any provision of this Terms of Use is ruled by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provision(s) shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best furthers the intent of this Terms of Use, with all remaining provisions remaining in full force and effect. Your affirmative act of using the Services and/or creating a Leap Account constitutes Your electronic signature to this Agreement, which includes our Privacy Policy, and other policies. This Agreement and any other documents to be delivered in connection with the Services may be electronically signed, and any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein. We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our business or any assets to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void. This Terms of Use and the Privacy Policy constitute the entire agreement between You and the Leap with regard to Your access and use of the Services. No counter offers to this Terms of Use shall be accepted by the Leap, and the Leap rejects all such counter-offers. The Leap’s failure or delay to insist on or enforce strict performance of this Terms of Use shall not be construed as a waiver of any provision or any right that Leap has to enforce this Terms of Use. This Terms of Use does not confer any rights or remedies on any third parties.
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