Leadspace Marketplace End-User License Agreement

This Leadspace Marketplace End-User License Agreement (the “Agreement“) is between (i) Leadspace, Inc., a Delaware corporation with offices at Leadspace new CA address 530 Lytton Avenue, 2nd Floor, #2124
Palo Alto, CA 94301 (“Leadspace”), and (ii) the person or entity agreeing to the Agreement (“Customer”). Each party to the Agreement may be referred to as a “Party” and collectively the “Parties”.

By accessing or using the Service (as defined below), Customer is agreeing to the terms of the Agreement (the date of such action, the “Effective Date”). If Customer is entering into the Agreement on behalf of an entity, then Customer represents and agrees that Customer has the legal authority to bind that entity to the Agreement. For clarity, any use of the word “including” herein means including but not limited to.

If the Customer does not accept the terms of the Agreement, then Customer cannot use the Service. The Parties acknowledge that (1) Google is not a party to the Agreement, (2) Google is not responsible for the any of the Parties’ actions, obligations, or liability under the Agreement, (3) there is no warranty of any kind from Google, and (4) the Parties’ use of the Agreement is at their own risk.

The Parties hereby agree as follows:

Service Description.
1. The Agreement governs the use of the Leadspace B2B Customer Data Platform and associated services, as further described in the page in the Marketplace that describes the Service (the “Service“).
2. For the purposes of the Agreement, “Marketplace” means the Google Cloud Marketplace, or any other Google Cloud Platform online marketplace operated by Google that allows the procurement or deployment by customers of software or services.
3. During the term and in accordance with the Agreement, Customer may access and use the Service solely for Customer’s internal business purposes. The Customer must create an account to access or use the Service (the “Account”). Customer must provide complete and accurate information when creating the Account and keep the information complete and accurate at all times. The Customer is responsible for (a) maintaining the security of the Account (for example, any applicable login credentials or security keys), (b) all activities that occur under the Account, and (c) any other actions taken in connection with the Account. Leadspace and its Affiliates are not responsible for unauthorized access to the Account. Customer will notify Leadspace immediately if Customer believes there has been unauthorized access to or use of the Account.
4. For the purposes of the Agreement, (i) “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party; and (ii) “Control” means control of greater than fifty percent of the voting rights or equity interests of Leadspace.
Right of Use and License.
1. Subject to the terms of the Agreement, Leadspace grants Customer, during the term of the Agreement, a world-wide, non-exclusive, non-assignable, revocable, and non-sublicensable right to use the Service for internal business purposes, and a license to use the Service’s applicable application programming interfaces (“APIs”), which for the purposes of the Agreement are an integral part of the Service, for the purpose of facilitating Customer’s use of the Service.
2. Customer may not resell, rent, lease, transfer, lend, timeshare, assign, display or permit others to use the Service and the API except as explicitly provided under the Agreement. Customer may allow Customer’s employees, consultants, contractors or agents (“Customer’s Users“) to access and use the Service, solely on Customer’s behalf, provided that: (i) Customer’s Users are aware and compliant with the terms and conditions for using the Service under the Agreement; (ii) Customer’s Users are bound by a non-disclosure agreement that is no less restrictive than the confidentiality obligations under the terms of the Agreement, and (iii) Customer assumes full responsibility for all acts and omissions of Customer’s Users related to their use of the Service. Customer grants Leadspace the right and permission to use any and all data provided or made available by Customer to Leadspace, for the purpose of performing the Service and exercising its rights and obligations under the Agreement.
Fees.
1. The Parties agree that Customer’s sole payment obligations for the Service are contained in the GCP Marketplace Agreement.
2. For the purposes of the Agreement, “GCP Marketplace Agreement” means the terms between Google, as Google is defined under such agreement, and the Customer, governing Customer’s use of the Marketplace, including the terms described at https://console.developers.google.com/tos?id=launcher
3. Customer may not use or access the Service if Customer does not comply with all of its payment obligations specified in the GCP Marketplace Agreement (“Service Fees”). Except as explicitly provided under the Agreement, Service Fees are not refundable. Leadspace reserves the right to increase Service Fees for any renewal term. Customer assumes all costs associated with Customer’s use of the Service, including any internet access fees and backup expenses.
Lawful Use Only.
1. Customer may not use the Service for any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate applicable laws and regulations including laws and regulations governing privacy, mass email, spam, export control, consumer protection, unfair competition, false advertising, harassment, anti-competitive activities, misappropriation, libel, defamation, obscene content, and incitement.
2. Customer expressly acknowledges that Leadspace does not compare any data provided to Customer as part of the Service (“Data”) with any statutory or other suppression lists, unless Customer provides Leadspace with such lists, or use any data-scrubbing tools.
Prohibited Uses. Customer may not: (i) use the Service and the API in any manner that is not explicitly permitted under the terms of the Agreement; (ii) permit any third party to access the Service and API, except for Customer’s Users; (iii) use the Service in connection with any individual credit, employment or insurance decisions or to create or contribute to a “consumer report” as set forth in the US Fair Credit Reporting Act; (iv) use the Service and the API to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, or otherwise engage in unfair or deceptive practices; (v) interfere with or disrupt the integrity or performance of the Service; (vi) attempt to gain unauthorized access to the Service or the Service’s related systems and networks, or systematically access the Service using ‘bots’ or ‘spiders’; (vii) decompile or reverse engineer the Service; (viii) copy, frame or mirror the Service, except for copying Data for Customer’s internal business purposes; and, (ix) use the Service to develop or offer a service that is similar to the Service. The above restrictions apply to the Service in whole and to any portion thereof.
Term and Termination.
1. The agreement commences as of the Effective Date and will continue to be in effect for the applicable subscription term purchased for the Service or, if the Service is not sold on a subscription basis, the period of time until this Agreement is terminated in accordance with this Section 6 (Term and Termination).
2. Each Party may terminate the Agreement if the other Party breaches the Agreement and does not cure such breach within thirty (30) days after receiving a written notice by the breached party about the breach.
3. Upon termination, all permissions of use and licenses granted to Customer under the agreement will terminate immediately, except that subject to the terms and conditions of the agreement, Customer’s right to use Data delivered to Customer during the term of the agreement, will survive the termination, unless Leadspace has terminated the Agreement due to Customer’s breach of Customer’s duties under the agreement in relation to the use of the Data.
4. Sections 3, 4, 5, 6, 10, 11, 13, 14, 15, 16, 18, 19, 20, 21, 22 and 24 will survive the termination of the Agreement.
Modifications to the Service.
1. Leadspace may, either partially or in its entirety modify, adapt or change the Service, or any of its features, user interface and design, the extent and availability of the content of the Service and any other aspect related thereto, through updates and upgrades, provided that Leadspace will not materially decrease the overall functionality of the Service.
2. Leadspace will send a reasonable advance notice to Customer about substantial changes in the Service.
3. Failures incidental to Service modifications may occur and Leadspace will not be held responsible for modification related failures, provided that Leadspace will make commercially reasonable efforts to reinstate the full operability of the Service.
ServiceSuspension.
1. Leadspace may suspend the provision of the Service, if Leadspace believes that a suspension is necessary to avoid substantial harm to Customer, to other Leadspace customers, to Leadspace or to any of its Affiliates and contractors, or to a third party, including as a result of a third-party infrastructure or communications failures or disruptions, or due to malicious attacks on the Service’s systems, or to cure a material breach, or as required by laws, by a court of law or by a governmental authority or agency.
2. Customer may be entitled, in Leadspace’s discretion based on the particular circumstances, to an extension of the term of the Agreement, equal to the suspension period.
Service and Performance Data.
1. The Service’s systems capture and monitor metrics and other data related to Customer’s use of the Service (“Service and Performance Data”), draw insights and compile statistical and performance data from Customer’s data on an aggregate, non-identifiable form, to operate, develop and provide the Service, during and after the term of the Agreement. Leadspace may use and disclose Service and Performance Data and retains all rights, title, and interest thereto.
2. For clarity, this Section does not permit Leadspace the right to identify Customer as the source of any Service and Performance Data without Customer’s prior written approval.
Confidentiality.
1. “Confidential Information” means non-public business, financial and technical information, including any data and business-related information provided by Customer to Leadspace, the Service and all elements and functionality details related thereof, the terms of the agreement and any third-party information that the disclosing Party is obligated to keep confidential, that is either marked as “confidential” or “proprietary” or which, under the circumstances, should be understood to be confidential.
2. Confidential Information does not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving Party on a non-confidential basis by a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information and by persons without access to such information.
3. The receiving party will use measures at least as protective as those it uses for its own confidential information, but no less than reasonable measures, to keep confidential and not to disclose to any third party any Confidential Information of the disclosing party, except to those of the receiving party’s personnel, including external advisors, consultants, insurers and investors, who need to know such Confidential Information, who are informed of the confidential nature of the Confidential Information and who agree to be bound by terms of confidentiality at least as protective as those in the agreement. The receiving Party will not use any Confidential Information, directly or indirectly, for any purpose other than as necessary to perform its obligations and exercise its rights under the agreement. Each Party is responsible for any breach of the confidentiality of the other Party by its personnel, which for purposes of Customer will include, without limitation, Customer’s Users. If the receiving Party becomes legally compelled to disclose any Confidential Information, it will provide the disclosing Party with prompt prior written notice to the extent legally permitted and assistance, at the disclosing Party’s expense, in obtaining a protective order.
Privacy.
1. Leadspace collects, stores, and uses personal details of Customer’s Users and contact persons in accordance with Leadspace’s privacy notice which is located at http://www.Leadspace.com/privacy-notice/.
2. To the extent that data delivered by Customer to Leadspace, or that Leadspace processes on Customer’s behalf, includes personal data about individuals who are in the European Union or to California residents, then Leadspace’s Data Processing Addendum, which is available at: https://www.leadspace.com/leadspace-data-processing-addendum/ (“DPA”) serves as an integral part of the Agreement (and the “Leadspace Master Service Agreement” mentioned in the DPA will mean the Agreement).
3. Customer will provide all necessary notices and, where applicable, secure all necessary consents or other lawful grounds, to facilitate Leadspace’s use of any personal details and data provided by Customer and Customer’s Users to Leadspace, for the purposes under the Agreement.
No-Competition. Customer represents and warrants that Customer is not a competitor of Leadspace and will not use the Service to engage in or permit others to engage in competition with Leadspace.
Limited Warranty.
1. Leadspace will use commercially reasonable efforts to operate the Service efficiently and available at all times in accordance with the Leadspace standard Service and support terms, which are available at: http://www.Leadspace.com/Service-support-terms.
2. Leadspace does not warrant that the Service will operate in an uninterrupted or error-free manner. If Leadspace receives notice of any failure or malfunction, or if Leadspace identifies them by itself, Leadspace will use commercially reasonable efforts to regain the Service’s full availability as soon as possible. Such incidents will not be considered a breach of the agreement.
3. If the Service is held to, or Leadspace believes it is likely to be held to infringe a copyright, patent or trade secret, Leadspace will have the right at Leadspace’s sole discretion and expense to: (i) substitute or modify the Service, or any relevant portion thereof, so that it is non-infringing; or, (ii) obtain a license to continue using the Service.
4. Customer acknowledges that the Data may be incomplete or out of date and may contain errors omissions and inaccuracies.
5. Except for any warranty specifically granted herein, the Service is provided “as-is” and “as-available”. To the maximum extent permitted by law, Leadspace and its third-party service providers expressly disclaim any and all warranties, conditions, representations and guarantees with respect to the Service, whether express or implied, arising by law, custom, prior oral or written statements, or otherwise, including any warranty of merchantability, accuracy, completeness correctness, fitness for a particular purpose or non-infringement. No representation or other affirmation of fact, including statements regarding capacity or suitability for use or performance of Service, whether made by Leadspace’s personnel or otherwise, which is not contained in the agreement, will not be deemed to be a warranty by Leadspace for any purpose, or give rise to any liability of Leadspace.
Limited Liability
1. To the maximum extent permitted by applicable law, Leadspace, including Leadspace’s employees, directors, shareholders, advisors, third party data providers or anyone acting on Leadspace’s behalf, will not be liable for any, indirect, incidental, consequential, special or punitive damages, or any loss of profit, or expenses of any kind, arising from, or in connection with the agreement and the Service, whether such liability is asserted on the basis of contract, tort or otherwise.
2. Leadspace will be liable for direct damages only, as a result of gross negligence or willful misconduct by Leadspace, or anyone on Leadspace’s behalf, and Customer’s sole remedy will not exceed the fees actually paid to Leadspace by Customer in the twelve months preceding the occurrence of the claimed damage.
Indemnification.
1. Each Party will indemnify, defend and hold the other Party harmless from and against third party actions or written demands (“Claim“) directly resulting from the indemnifying Party’s breach of its obligations under the agreement.
2. The indemnifying Party will cover direct damages, costs, and expenses, including reasonable attorneys’ fees incurred by the indemnified Party in responding to a Claim.
3. The indemnity obligation under the agreement is subject to the following conditions: (i) the indemnified Party notifies the indemnifying Party in writing about a Claim, promptly after becoming aware of the Claim, and gives the indemnifying Party the right to control and direct the investigation, preparation, defense, trial and settlement of the Claim; (ii) the indemnified Party does not make any admission of liability, agreement or settlement in relation to the Claim without the prior written consent of the indemnifying Party and the indemnity is made actionable upon a final decision of a competent court or a regulatory authority indicating the indemnifying Party’s violations of the applicable law as the cause of the Claim, or subject to the explicit written agreement of the Parties; (iii) the indemnified Party will fully cooperate with the indemnifying Party in the defense and settlement of the Claim, including by providing access to the indemnifying Party and its professional advisors access to the indemnified Party’s documents and records within the indemnified Party’s power of control, for the purpose of assessing, defending and settling the Claim.
4. A Party’s indemnity obligation will not apply if the Claim was caused by: (i) acts or omissions of the other Party, or the other Party’s employees, directors, affiliates, partners, agents, contractors, or other third parties acting jointly or on behalf of the other Party (“Representatives“); (ii) instructions provided by the other Party’s Representatives; (iii) a willful, deliberate or malicious conduct by a third party not affiliated or controlled by either Party.
Intellectual Property.
1. All rights, title, and interest in and to the Service, and Leadspace’s Confidential Information are and will remain at all times, owned by, or licensed to Leadspace. The Agreement provides Customer a right to use the Service and a license to use the APIs only and does not provide Customer any ownership rights.
2. Customer’s Confidential Information is and will remain, as between Customer and Leadspace, Customer’s sole and exclusive property.
Marketing.
1. Leadspace may use and display Customer’s company name, trade name, logo, trademarks and service marks (“Marks”) on Leadspace’s website and marketing materials, solely in connection with identifying Customer as a Leadspace customer.
2. Upon Customer’s written request, Leadspace will promptly remove Customer’s Marks from Leadspace’s website and if feasible, from Leadspace’s marketing materials.
3. At Leadspace request, Customer agrees to cooperate with Leadspace in case studies, testimonials, media releases and white papers (“Leadspace Marketing Material”). The Customer retains all rights and title in and to Customer’s Marks and except for Customer’s Marks, Leadspace retains all rights and title in and to the Leadspace Marketing Material.
Governing Law and Jurisdiction.
1. The Agreement, the Service and any Claim, cause of action or dispute arising out of or related thereto, will be governed solely by the laws of the State of California, regardless of Customer’s country of origin or where Customer access the Service, and without giving effect to any conflicts of law principles, which would result in the application of the laws of a jurisdiction other than the State of California.
2. Any dispute, Claim or controversy arising out of, connected with or relating to the Agreement, the Service or any use related thereto, will be brought exclusively in the federal or state courts located in the San Francisco County in the State of California.
Dispute Resolution.
1. Prior and as a condition to initiating any legal action, the Parties will attempt in good faith to resolve any dispute related to the Agreement first by direct communications between the persons responsible for administering the Agreement and next by negotiation between executives with authority to settle the dispute.
2. Either Party may give the other Party a written notice of any dispute not resolved in the normal course of business. Within five (5) business days after delivery of the notice, the receiving Party will submit to the other Party a written response. The notice and the response will include a statement of each Party’s position and a summary of arguments supporting that position and the name and title of the executive who will represent that Party. Within five (5) business days after delivery of the disputing Party’s notice, the executives of both Parties will meet at a mutually acceptable time and place, including by phone or video conference, and thereafter as often as they reasonably deem necessary, to resolve the dispute.
3. All reasonable requests for information made by one Party to the other will be honored.
4. All negotiations pursuant to this clause are confidential and will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.
Assignment of Rights.
1. Each Party may assign to a third party its rights and obligations under the Agreement in the event of a merger with or acquisition of all or substantially all of a Party’s assets by that third party, provided that the third party undertakes the assigning Party’s entire rights and obligations under the Agreement.
2. Other assignments of rights and obligations under the Agreement are null and void without the prior written consent of the other Party.
Relationship Between the Parties. Neither the Agreement, nor any terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency, or franchise relationship between the Parties.
No Third-Party Beneficiaries. The Agreement is not intended to and will not be construed to give any third party any interest or rights, including third party beneficiary rights, with respect to or in connection with any provision under the Agreement.
Force Majeure. Leadspace’s failure to provide the Service as a result of conditions beyond Leadspace’s reasonable control, including wars, terror and state-sponsored attacks, strikes, fires, floods, governmental restrictions, power failures, or damage or destruction of any network facilities or servers, will not constitute a breach of the Agreement.
CompleteTerms and Severability.
1. The Agreement constitutes the entire and complete agreement between Customer and Leadspace concerning any use of, or in connection with the Service. No terms issued by the Customer or appearing on any other document provided by Customer including any invoice, order, purchase order or acknowledgment form will have any force or effect or otherwise be binding on the Parties.
2. If any provision of the Agreement is held invalid or unenforceable, that provision must be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties and the remaining provisions will remain in full force and effect.
3. The Agreement may be amended only by a written instrument executed by duly authorized representatives of the Parties, except for: (i) non-material changes by Leadspace (non-material changes will be effective immediately and without a notice); and (ii) urgent situations such as preventing fraud, compliance with applicable law, or addressing security and operability issues by Leadspace (which will be effective as soon as required by Leadspace). If the Customer objects to any of these changes, the Customer may cancel the Account.

Last updated: April 25, 2024