The website operated at NuCaptcha.com and such other locations as made available from time to time (collectively, the "Website") and the software and services offered therefrom (collectively, the "Service") are operated by NuCaptcha Inc. and its corporate affiliates (collectively, "us", "we" "Leap" or the "Leap Companies").
By accessing or using the Service, you ("you" and, together with all persons accessing or using the Service, collectively, the "Users") signify that you have read, understand and agree to be bound by this Agreement (this "Agreement") in all respects with respect to the Website, our provision of the Service, and your use of them.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE, BUT ARE NOT LIMITED TO, VARIOUS DISCLAIMERS LIMITATIONS AND EXCLUSIONS THAT LIMIT OUR LIABILITY TO YOU, AND INDEMNITIES THAT INCREASE YOUR LIABILITY TO US.
2. Registration Data; Account Security.
In consideration of your use of the Service, you agree to: (a) provide us with accurate, current and complete information about you as may be prompted by any registration forms on the Service ("Registration Data"); and (b) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete. Upon providing Registration Data to us through the Service, you will provide account information (your "User Account"). You hereby agree to be fully responsible for (a) all use of your User Account, (b) any action that takes place using your User Account by any person or automated process, (c) maintaining the confidentiality and security of the password to your User Account, and (d) immediately notifying us upon any unauthorized use of your password or your User Account.
In this Agreement, "Content" means all materials and content of any type, including, but not limited to, photos, graphics, images, designs, profiles, messages, information, notes, text, information (including Registration Data), music, sound, video, articles, and software (including APIs, as defined below).
5. Ownership of Service Content.
All Content available or stored on the Service, any Content made available by the Leap Companies or any third party, and the selection and arrangement of all such Content (collectively, the "Service Content"), is the proprietary property of us or our licensors with all rights reserved, and the Leap Companies (or, as applicable, our licensors) retain and shall retain all right, interest and title in and to all Service Content. For greater certainty, (a) all software embedded in or located on or at the Service, including, without limitation, all computer code of all types, is protected by copyright and no ownership right therein is transferred to you by this Agreement or by your use of the Service, and (b) Service Content does not include any Third-Party Content (defined below).
6. Our License to You.
Provided that you are legitimately eligible for use of the Service, and subject to all of the terms of this Agreement, we hereby grant you a limited, personal, non-transferable, revocable (at any time with or without notice or cause) and non-exclusive right and license to
(a) access and use the Service Content as part of normal interactions with the Website,
(b) if you are accessing the Service on a NuCaptcha-Enabled Site, use the Service for the purpose of authenticating your own human interactions with such NuCaptcha-Enabled Site as provided by Leap,
(c) if you have registered for a User Account, access and use the Service as provided by Leap for the purpose of authenticating human interactions on your NuCaptcha-Enabled Site as identified in your User Account, and
(d) except for APIs (defined below), to download or print a copy of any portion of the Service Content solely for your personal, non-commercial use, subject to this Agreement and provided that you keep all copyright or other proprietary notices intact.
7. Fees and Payments.
Leap reserves the right to charge fees for future use of or access to the APIs or the Services in its sole discretion. We will provide you prior notice of any such charges. The "Basic" version of the NuCaptcha Software is free up to 10,000 "captcha" requests per month, and if you require further traffic please contact Leap directly for a further license agreement. The elements, features, content, themes and all other particulars of any and all versions of the NuCaptcha Software including, without limitation, the Basic version shall be provided as determined by us from time to time in our discretion, and all versions are subject to the provisions of this Agreement including the provisions of section 16.
Consistent with Section 5, any application programming interfaces, software code, or other works available on the Website that are designed to enable the interaction of the Service with other websites (collectively, "APIs") such that such sites become NuCaptcha-Enabled Sites. Your license to such APIs is as follows
(a) if there is no explicit license included with the API (available through the download package on the Website), Leap grants to you a limited, personal, non-transferable, revocable (at any time or without notice or cause) and non-exclusive right and license to download, print copy and use the APIs and related Service Content (such as documentation and examples) as provided by Leap only in order to enable the interaction of the Service with NuCaptcha-Enabled Sites, subject to all of the terms of this Agreement, or
(b) if there is an explicit license included with the API, the terms of this Agreement do not apply thereto in respect of such specific API or applicable portion thereof and your rights, uses, licenses, and remedies with respect to such API are fully set out therein in respect of such specific API or applicable portion thereof.
9. Third Party Content; Your License to Us.
You (or any person using your User Account) may use the Service to authenticate human interactions on NuCaptcha-Enabled Sites not operated by Leap (including Your Site, if applicable); however, none of the Leap Companies accept any responsibility for any Content on any such website and we do not claim ownership over any such Content. If you are using the Service to authenticate human interactions on your NuCaptcha-Enabled Site, you thereby
(a) grant the Leap Companies the worldwide, royalty-free, non-exclusive right and license to communicate with your NuCaptcha-Enabled Site to offer the Service, including by using, distributing, reproducing, modifying, adapting, publicly performing and publicly displaying Service Content on your NuCaptcha-Enabled Site,
(b) represent and warrant to us that (i) you have all right, title and interest to do so, (ii) your use of the Service does not infringe on any other person's copyright, trade-mark, proprietary interests, trade secrets, privacy or other intellectual property rights, and (iii) your NuCaptcha-Enabled Site does not contain any libellous, defamatory or otherwise unlawful material, and
(c) hereby agree to indemnify us and hold us harmless from any claims, losses, damages or expenses incurred by us in respect of any third party claims arising from a breach of the representations and warranties in Section 6(b) above.
10. User Conduct (Things You Must Not Do).
You acknowledge and agree that the Service is available for your personal, non-commercial use only. Without restricting anything else in this Agreement, you agree not to
(a) except to the extent necessary to authenticate human interactions on NuCaptcha-Enabled Sites in accordance with the documentation for the Service,
(i) modify, copy, distribute, frame, reproduce, download, display, post, transmit, or sell in any form or by any means, in whole or in part, Service Content,
(ii) republish any Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation,
(b) use the Service in any manner or for any purpose
(ii) that intentionally or unintentionally contravenes, facilitates the violation of or violates any applicable local, state, national or international law, including any regulations thereto, or any court order or lawful order of any governmental authority,
(iii) that extracts, gathers, collects, or stores personal information about others without their express consent or that involves data mining, robots or similar data gathering or extraction methods on others' data without their express consent, or
(iv) that interferes with or disrupts the integrity or performance of the Service or third-party data contained therein,
(c) use the Service in connection with, or to promote, any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, hate materials or materials urging acts of terrorism or violence; illicit hacking or surveillance activities;
(d) attempt to gain unauthorized access to the Service or their related systems or networks, or impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity, in your Registration Data, User Account or otherwise,
(e) use the Service in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the documentation to the Service,
(f) alter, modify, reverse engineer, decompile, or disassemble, translate or otherwise attempt to extract the source code from the Service or any part thereof, nor will You create derivate works based on the Service Content or works containing a substantial part of the Service Content,
(g) register for more than one User Account, register for a User Account on behalf of an individual other than yourself (except if you are the parent or legal guardian to such individual), or register for a User Account on behalf of any group or entity,
(h) use the Service for benchmarking or competitive purposes, or in a product or service that competes with the Service offered by Leap,
(i) disable or circumvent any access control or related process or procedure established with respect to the Service,
(j) interfere with or disrupt the Service (including the servers, networks or technology connected to the Service), or
(k) use or attempt to use another's User Account or the Service without express authorization from us or the applicable User.
11. Adult Material.
We and you each acknowledge and agree that the Service must remain a safe, trusted site for all users, including families with children, accordingly:
(a) we will use commercially reasonable efforts to prevent the introduction of obscene, adult-themed, illegal, pornographic, or otherwise unacceptable or objectionable Content into the Service ("Prohibited Content"), provided that you acknowledge and agree that we are not responsible for how NuCaptcha-Enabled Sites implement our Service,
(b) you agree not to, and we strictly prohibit, the uploading and display of any Content in connection with the Service portraying Prohibited Content, in our sole discretion, and in connection therewith you acknowledge and agree that the sole discretion of whether Content is suitable belongs to us, and we reserve the right (but have no obligation) to disable, delete or cancel any User Account we deem to be used in connection with a violation of this Agreement.
12. Your Site Responsibility.
You acknowledge and agree that (a) you are solely responsible for all of your Content available on NuCaptcha-Enabled Sites, and (b) we may, but are not obligated to, review your use of the Service on NuCaptcha-Enabled Sites, in our sole discretion, including, without limitation, any Content that violates this Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any Content in connection with our Service, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Service Content (except for this Agreement and other legally binding agreements) for any purpose whatsoever.
13. Other Uses.
Any use of the Service or the Service Content other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will automatically terminate all licenses granted by us herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright, privacy, trade-secrets and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any other license to intellectual property rights, whether by estoppel, implication or otherwise.
Notwithstanding anything else in this Agreement, "NUCAPTCHA", the NuCaptcha logo and design, and all other trade-marks, trade dress, logos, designs, page headers, button icons, scripts and service names used by the Leap Companies on or in connection with the Service (collectively, the "Marks") are registered trademarks, trademarks or trade dress of the Leap Companies or our licensors and all right, title and interest in and to the Marks, whether registered or not, are and shall remain vested in us or in our licensors, as applicable. The Marks may not be used, including as part of trademarks, trade names, trade dress or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Any third party trade-marks used in connection with the Service are the registered property of their respective owners.
15. Third Party Sites and Content.
The Service may contain (or you may be presented through the Service with) links to other web sites ("Third Party Sites"), such as NuCaptcha-Enabled Sites, as well as Content belonging to or originating from parties other than us or our Users (the "Third Party Content"), such as the Content on NuCaptcha-Enabled Sites that interact with the Service to authenticate human interaction. Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Content available on the Service, including, without limitation, the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. The inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Service and access the Third Party Sites, you do so at your own risk and you acknowledge and agree that our terms and policies do not govern same. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Service. Reference on the Service to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply (a) endorsement, sponsorship or recommendation thereof by, or (b) or any affiliation thereof with the Leap Companies. Such trade-marks and names are the registered property of their respective owners.
16. Modifications or Termination of Service.
We reserve the right at any time and from time to time to perform maintenance on, to add to, to remove from, to make upgrades and updates to, to suspend, and to modify or to terminate the Service or any part thereof including, without limitation, the Basic version or any other version, offering, service or product, with or without notice. NOTWITHSTANDING ANY PROVISION HEREIN, YOU AGREE THAT WE SHALL NOT BE LIABLE IN ANY MANNER TO YOU OR TO ANY THIRD PARTY FOR ANY SUCH MAINTENANCE, ADDITION, REMOVAL, UPGRADE, UPDATE, SUSPENSION, MODIFICATION OR TERMINATION.
We may run advertisements and promotions on the Service. You agree that we have the right to run such advertisements and promotions. The manner, mode and extent of advertising by us on the Service is subject to change in our sole discretion.
18. General Practices regarding Use and Storage.
You acknowledge that we may establish general practices and limits concerning use of the Service, including, without limitation, the maximum number of uses of the Service by any NuCaptcha-Enabled Site or by a particular User Account, the maximum number of data that may be transmitted, posted, shared, used, copied, or otherwise made available on the Service (whether per User Account, per NuCaptcha-Enabled Site or globally), the maximum size of any such data, the maximum disk space that will be allotted on the Service servers on any User's behalf, and the maximum number of times (and the maximum duration for which) any user may access the Service in a given period of time. You acknowledge that we reserve the right to log off or otherwise disconnect any User Account or NuCaptcha-Enabled Site that is inactive for an extended period of time in our sole discretion. We will describe such limitations on our Website from time to time, and may amend them at any time with or without notice.
19. User-and-User Disputes.
You are solely responsible for your interactions with other Users and for persons who utilize the Service on their websites. We reserve the right, but have no obligation, to monitor disputes between you and other Users and to take any action with respect to any User Account pertaining to such Users, in our sole discretion.
(a) No Responsibility for Others' Content. We are not responsible or liable in any manner for any Content other than Service Content, whether made available or caused to be made available by Users or by any of the technology associated with or utilized in the Service. Although we provide this Agreement and other policies and rules for User conduct, we do not control and are not responsible for our Users' actions and are not responsible for any Content you may encounter in connection with the Service that is not Service Content. We are not responsible for the conduct, whether online or offline, of any User.
(b) Internet-based Service. The Service depends on the Internet, including networks, cabling, equipment and facilities that are not in our control; accordingly (a) we cannot guarantee any minimum level regarding actual User performance, speed, reliability, availability, use or consistency, and (b) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.
(c) Availability. The Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Service Content or any other Content in connection therewith. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any web site (including the those in the Service) or combination thereof.
(d) AS IS; AS AVAILABLE. THE SERVICE AND THE SERVICE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND THE LEAP COMPANIES DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE LEAP COMPANIES CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. THE LEAP COMPANIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. THE LEAP COMPANIES DISCLAIM ANY AND ALL RESPONSIBILITY FOR ANY THIRD PARTY CONTENT OR THIRD PARTY SITES.
(e) Release and Waiver. Without restricting Section 20 or 21 of this Agreement, to the maximum extent permitted by applicable law, you hereby release and waive all claims against the Leap Companies and their directors, partners, officers, employees, contractors or agents from any and all liability for claims, damages and losses of every kind and nature, arising from or in any way related to your use of the Service, whether or not you later discover any fact is other that what you now believe to be true.
21. Limitation on Liability.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED (AND, THEN, ONLY TO THE STRICT EXTENT OF SUCH RESTRICTION), IN NO EVENT WILL THE LEAP COMPANIES, OR THEIR DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR ANY LOST PROFITS OR LOST DATA, ARISING FROM YOUR USE OF THE SERVICE, THE SERVICE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE (INCLUDING ALL THIRD PARTY CONTENT AND THIRD PARTY SITES), EVEN IF THE LEAP COMPANIES ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LEAP COMPANIES' AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE LEAP COMPANIES FOR THE SERVICE DURING YEAR IN WHICH YOUR SUCH CAUSE AROSE, BUT IN NO CASE WILL THE LEAP COMPANIES' AGGREGATE LIABILITY TO YOU EXCEED CDN$100.00 (ONE HUNDRED CANADIAN DOLLARS). YOU ACKNOWLEDGE THAT IF NO SUCH FEES ARE PAID BY YOU TO THE LEAP COMPANIES FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE LEAP COMPANIES, REGARDLESS OF THE CAUSE OF ACTION. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
22. Infringer and Repeat Infringer Policy.
We have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion, limit access to the Service or terminate the User Account of any User who infringes any intellectual property rights of us or others, whether or not there is any repeat infringement.
23. Governing Law; Venue and Jurisdiction.
You agree that the laws of the Province of British Columbia, Canada, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. You hereby irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of British Columbia with respect to any dispute hereunder.
You agree to indemnify and hold the Leap Companies and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your use of the Service, your conduct in connection with the Service or with other Users of the Service, or your violation of (a) this Agreement , (b) any law, or (c) any right of any third party.
Notwithstanding any term herein related to Third-Party Content, you acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (collectively, "Submissions"), provided by you to us are non-confidential and shall become the sole property of the Leap Companies, who shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination thereof for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
26. Electronic Communications.
When you use the Service or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail to the email address attached to your User Account through your Registration Data or by posting notices on (a) the Service at-large, or (b) into your personal message centre available on the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
27. Merger or Acquisition.
Headings are for convenience only and shall not be used to interpret, or as a guide for interpretation of, this Agreement. The word "or" is not exclusive and the word "including" is not limiting (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto). A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa and "person" will mean an individual, partnership, corporation (including a business trust), joint stock company, trust unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof and vice versa.
This Agreement constitute the entire agreement between you and us regarding the use of the Service, superseding any prior agreements between you and us relating to your use of the Site or the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, unlawful, void or unenforceable for any reason, that provision shall be deemed severable and the remainder of this Agreement shall continue in full force and effect. This Agreement shall enure to the benefit of, and be binding upon, parties hereto and their respective heirs, executors, administrators, successors, and assigns.
30. English Language.
The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soinet ré digé s en anglais.