TERMS OF USE

Effective Date: 23 May 2025

These Terms of Use ("Terms") govern the use of the services provided by Leapfrog ("Leapfrog" or "Service Provider"), including access to our website, software, and related services ("Services"). By accessing or using the Services, you ("User" or "Customer") agree to comply with and be bound by these Terms. If you do not agree to these Terms, do not use the Services.

Note: These Terms apply to all users of our Services. If you have a paid subscription, your relationship with Leapfrog is additionally governed by our Master Service Agreement (MSA), which takes precedence over these Terms for subscription-specific matters.

1. Acceptance of terms

1.1 Agreement: By accessing or using the Services, you agree to be bound by these Terms and any other policies or guidelines referenced herein.

1.2 Changes to Terms: Service Provider reserves the right to modify these Terms at any time. Such modifications will be effective immediately upon posting on our website. It is your responsibility to review these Terms regularly. Your continued use of the Services constitutes acceptance of the updated Terms.

2. User eligibility

2.1 Eligibility: The Services are available only to individuals or entities that can form legally binding contracts under applicable law. If you are under the age of 18, you may not use the Services without the consent of your parent or legal guardian.

2.2 Registration: To use the Services, you may need to register for an account. You agree to provide accurate and complete information during the registration process and to keep your account information up to date.

3. License and restrictions

3.1 License Grant: Service Provider grants you a limited, non-exclusive, non-transferable license to access and use the Services solely for your internal business or personal purposes.

3.2 Restrictions: You may not:

• Use the Services for any unlawful or prohibited purpose;
• Copy, modify, distribute, or reverse-engineer any part of the Services without prior written consent from Service Provider;
• Attempt to gain unauthorized access to any part of the Services or systems associated with the Services;
• Use the Services to transmit malicious content such as viruses, malware, or other harmful software;
• Sublicense, rent, or lease any portion of the Services to third parties, except as expressly authorized under a separate agreement.

4. Acceptable use policy

4.1 General Use: You agree to use the Services in accordance with applicable laws and regulations, and in a manner that does not infringe upon the rights of others. You must not use the Services for:

• Violating any law, regulation, or third-party rights;
• Engaging in harassment, defamation, or abusive behavior;
• Transmitting unsolicited advertisements or spam;
• Interfering with the security of the Services, or attempting to gain unauthorized access to the Services or any associated networks.

4.2 Data Integrity: You are responsible for ensuring the integrity and legality of all data you upload or transmit via the Services. Service Provider is not responsible for any data breaches or losses resulting from your failure to comply with applicable laws or the Terms.

5. User data

5.1 Ownership: You retain ownership of all data you provide or upload to the Services ("User Data"). By using the Services, you grant Service Provider a non-exclusive, royalty-free license to use, store, and process your User Data to provide the Services to you.

5.2 Data Privacy: Your use of the Services is subject to our Privacy Policy, which governs how we collect, use, and protect your personal information. By using the Services, you consent to the collection and use of your personal data as described in the Privacy Policy.

6. Third-party services and content

6.1 Third-Party Integrations: The Services may contain links to third-party websites, services, or content. Service Provider does not endorse or assume any responsibility for the availability, content, or practices of these third-party services.

6.2 Use of Third-Party Content: You are solely responsible for any content you access or interact with through third-party services. Service Provider is not responsible for any loss or damage incurred through your use of third-party content.

7. Payment and fees

7.1 Subscription Fees: Access to the Services may require a subscription or fee payment. You agree to pay all applicable fees as described in the MSA or when subscribing to the Services.

7.2 Payment Terms: Payments for subscriptions are due monthly, and failure to pay may result in suspension or termination of access to the Services. All payments are non-refundable.

8. Term and termination

8.1 Term: These Terms remain in effect until terminated by either you or Service Provider.

8.2 Termination by User: You may terminate your account by contacting Service Provider's support team or through your account settings.

8.3 Termination by Service Provider: Service Provider may suspend or terminate your access to the Services if you violate these Terms, fail to pay any required fees, or engage in unlawful or harmful behavior.

8.4 Effect of Termination: Upon termination, you must cease using the Services, and any outstanding payments will become immediately due. You may also be required to delete or destroy any copies of the Services.

9. Disclaimer of warranties

9.1 No Warranty: The Services are provided "as-is" and "as available." Service Provider makes no warranties, express or implied, regarding the availability, functionality, or accuracy of the Services.

9.2 Limited Warranty: Service Provider does not guarantee that the Services will be error-free, uninterrupted, or free from defects. You acknowledge that there may be downtime or technical issues that are beyond Service Provider's control.

10. Limitation of liability

10.1 Exclusion of Liability: To the maximum extent permitted by applicable law, Service Provider shall not be liable for any indirect, incidental, special, or consequential damages arising from your use of the Services, including but not limited to loss of profits, data, or business opportunities.

10.2 Liability Cap for Free Users: If you are using the free tier of the Services (not paying any subscription fees), Service Provider's total liability to you for any claims arising from these Terms shall be limited to zero (€0). You acknowledge that free Services are provided "as-is" with no financial liability protection.

10.3 Liability Cap for Users with Other Agreements: If you have a paid subscription or other commercial agreement with Service Provider, liability limitations shall be governed by the terms of that specific agreement (such as the MSA).

11. Indemnification

11.1 Indemnification by User: User agrees to indemnify, defend, and hold harmless Service Provider, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (a) User's use of the Services;
• (b) User's breach of these Terms;
• (c) User's violation of any applicable law or regulation; or
• (d) User's infringement or alleged infringement of any third-party rights, including intellectual property rights.

11.2 Indemnification by Service Provider: Service Provider agrees to indemnify, defend, and hold harmless User from and against any third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) solely to the extent arising from a final court ruling that the Services, in their unmodified form and as provided by Service Provider, directly infringe a third party's intellectual property rights.

However, Service Provider shall have no indemnification obligation for claims arising from:

• (a) Any modification or combination of the Services by User or a third party that causes infringement;
• (b) Use of the Services in violation of these Terms or outside the scope of intended use;
• (c) Any third-party materials, open-source software, services, or technologies provided or integrated into the Services at User's request; or
• (d) Any claims that could have been avoided by using an updated, non-infringing version of the Services made available by Service Provider.

If the Services are found to infringe, Service Provider may, at its sole discretion and expense:

• (i) Obtain the right for User to continue using the Services;
• (ii) Modify the Services to be non-infringing; or
• (iii) Terminate User's access to the Services and refund any prepaid fees for the remaining unused term.

11.3 Limitation of Liability: Service Provider's total liability under this indemnification obligation shall not exceed the total fees paid by User to Service Provider in the 12 months preceding the claim. Service Provider shall not be liable for any indirect, incidental, consequential, or punitive damages, including lost profits or business opportunities.

12. Governing law and dispute resolution

12.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Netherlands.

12.2 Dispute Resolution: Any disputes arising from these Terms shall be resolved through binding arbitration in Rotterdam, Netherlands, in accordance with the rules of the Netherlands Arbitration Institute (NAI).

13. General provisions

13.1 Force Majeure Events: Neither Party shall be liable for any delay or failure in performance under this Agreement (other than payment obligations) caused by events or circumstances beyond its reasonable control, including but not limited to:

• Natural disasters (e.g., earthquakes, floods, wildfires);
• Acts of war, terrorism, or civil disturbance;
• Governmental actions, laws, regulations, or orders;
• Strikes, lockouts, or other labor disputes;
• Cyberattacks, system failures, or network outages;
• Epidemics or pandemics (e.g., COVID-19);
• Failures of third-party service providers or suppliers.

13.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.3 Entire Agreement: These Terms of Use, together with any other policies referenced herein (such as our Privacy Policy), constitute the entire agreement between you and Leapfrog regarding your use of the Services. The Master Service Agreement (MSA) will be provided to you at the time of checkout, and will govern the specific terms of your subscription or purchase. In the event of any conflict between these Terms of Use and the MSA, the MSA will prevail with respect to the specific purchase or subscription.