Last Updated September 5th, 2012
These Terms of Service (the “Terms of Service” or “Agreement”) is a legal agreement between you (“you”, “your”) and Leaf Holdings, Inc. (“Leaf”, “we”, “our”) governing your use of all of Leaf's software applications and services (collectively, the “Service”), including our website www.leaf.me (the “Site”) any information, text, graphics, or other materials uploaded, downloaded or appearing on the Service (collectively referred to as “Content”), and in some cases hardware provided to you for the Service to function. We may, at our sole discretion, change, add, or delete portions of these Terms of Service at any time on a going-forward basis. It is your responsibility to check these Terms of Service on our Site for changes prior to use of the Site and/or Service, and in any event your continued use of the Site and/or Service following the posting of changes to these Terms of Service constitutes your acceptance of any changes. We will notify you of any such material changes by posting notice of the changes on the Site or through the Service, and/or, in our sole discretion, by email.
Your use of all our mobile applications or any other Leaf software licensed through a third party distributor such as the Apple iTunes Store and Android Market is also governed by the applicable current end user license agreement which is made available through the third party distributor with the understanding that if there is a conflict between any provision in these Terms of Service and the end user license agreement, the conflicting provision in these Terms of Service will prevail.
Access. You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with Leaf and represent, warrant and covenant that you provide Leaf with accurate, truthful, and complete registration information (including, but not limited to, your entity’s user name and password (collectively “Social Media Credentials”), employee lists and product/service catalog in the case of Merchant Users, and cellphone number and personal payment cards such as credit/debit/gift cards in the case of Consumer Users, and to keep your registration information accurate and up-to-date. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Leaf account. If someone accesses our Site or Service using your Social Media Credentials, we will rely on those Social Media Credentials and will assume that it is really you or your representative who is accessing the Site and Service. You may also log-in to our site through Facebook. We refer to a business or merchant user that uses our Service and proprietary software at point-of-sale (POS) terminals for credit card and other payment transactions as “Merchant Users” and all other individual and entity users of our Site and Service as “Consumer Users”. We refer to Merchant Users and Consumer Users as “Users”.
Representations. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Service and register for the Service. You further represent that you will create and/or use only one account. You shall not provide any false personal information to Leaf or create any account for anyone other than yourself (or an entity for which you are authorized to bind) or without such person's permission. You shall not use information of another person or entity with the intent to impersonate that person or entity. You shall not use an account that is subject to any rights of an entity other than you without appropriate authorization. You shall never use another user's account without such other user's prior express permission.
Denial of Access. Leaf reserves the right to refuse registration of, or cancel a registered account in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Social Media Credentials (“User Name” & “Password”). Leaf may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.
Protection against Unauthorized Use; No Liability. You will use your best efforts to prevent any unauthorized use of the Service or your Social Media Credentials in connection with the Site or Service and immediately notify Leaf in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service directly or indirectly through You, You agree to take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Leaf to prevent or terminate unauthorized use of the Site and Service. In no event and under no circumstances will we be held liable to you for any liabilities or damages resulting from or arising out of any unauthorized access to or use of your Social Media Credentials.
Minors. Use of our Service and this Site is limited to entities and persons who are at least 18 years old, although if you are 13 or older, but not 18, you may use this website if your parent or legal guardian agrees to be bound by and consents to this Agreement on your behalf. Use of the Service is not directed to users under the age of 13. If you are under the age of 13, you are not permitted to use this website, register as a Customer User or send personal information to us.
The Service. The Service is a set of applications designed to create a closer connection between customers and businesses through payment transactions. If you are a Merchant User, the Service requires you to have an active agreement with a Leaf approved third party payment services provider. Leaf is not a payment processor, reseller, and/or merchant Service provider. After each payment at a participating Merchant User location and upon request or if provided for under your account settings, Leaf will send a receipt to Consumer User’s account to confirm the transaction. If said transaction looks incorrect, or in any way fraudulent, Consumer Users shall notify immediately the issuing financial institution, Merchant User or other payment company to notify them of the fraudulent activity. Leaf does not have any contractual relationship in providing payment accounts or methods. Therefore Leaf is not responsible to reimburse you for any damages arising out of the use of your payment methods used at the participating Merchant User locations. All payments made by you at participating Merchant User locations are processed and settled by third party institutions that have no connection to Leaf. Further any use of payment cards (debit, credit, or gift card(s)) are subject to the terms and conditions set forth by the issuing account institution. You will be responsible for settling any disputes directly with those card companies. The charges and credits reported by those companies are the official financial records for those accounts to be used to determine payment, disputes or tax records. Leaf’s receipts should be considered “unofficial” records of the transactions that occur at participating merchants.
License. If you are a Merchant User, subject to your payment of any applicable fees, Leaf grants you a non-assignable, non-exclusive and revocable right to use, access and digitally display the Service and the software that is provided to you by Leaf at POS Terminals pursuant to your Merchant Agreement as part of the Service (the “Software”) in accordance with the terms and conditions of this Agreement. If you are a Consumer User, Leaf grants you a non-assignable, non-exclusive and revocable right to use and access the Service in accordance with the terms and conditions of this Agreement. Except for those rights expressly granted in this Agreement, no other rights are granted, either expresses or implied, to Users.
Ownership. You understand and acknowledge that the Software, proprietary methods and systems used to provide the Service (including our Site) (“Our Technology”) are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You agree that you will not modify, disassemble, decompile, reverse engineer, rent, lease, loan, transfer, or copy Our Technology. Except as otherwise expressly permitted by this Agreement, any use, exploitation, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Technology or Content is prohibited. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms of Service. Certain of the names, logos, and other materials displayed on the Site or in the Service, including but not limited to “LEAF” and “MAKE A DIFFERENCE”, constitute trademarks, tradenames, service marks or logos (“Marks”) of Leaf or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Service will be governed by such third parties’ licenses and not by these Terms of Service.
Equipment. If you are a Merchant User, you have also entered into a Merchant Agreement that contains additional terms regarding your use of the Service and point-of-sale equipment (“POS Terminals”) that we have provided you to process payment transactions and to access and use the Service. If there is a conflict between any provision in these Terms of Service and the Merchant Agreement, the conflicting provision in these Terms of Service will prevail. If you are a Merchant User or Consumer User, you are responsible for obtaining and maintaining the computer, smartphone and other equipment for you to access and use the Service. We are not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Service or any telecommunications charges.
Compliance with Terms. Your use of the Service is subject to these Terms of Service and any other terms, if applicable, made available to you through the Service. The right to access the Service shall be revoked in Leaf’s sole discretion where these Terms of Service or use of the Service is prohibited. Compliance with Laws. You are solely responsible for ensuring that your use of the Service and this Agreement is in compliance with all laws, rules and regulations applicable to you, including any agreement between you and a credit card provider and/or payment services provider.
No Warranties. You will not make or publish any representations, warranties, or guarantees on behalf of Leaf concerning the Service without Leaf’s specific prior written approval.
Rules Regarding Content. You are responsible for your use of the Service, for any Content you upload and/or post to the Service, and for any consequences thereof. The Content you submit, post, or display (whether directly by you or by others at your direction) may be able to be viewed by other Users of the Service and through third party services and websites if you so choose. You should only provide Content that you are comfortable sharing with others under these Terms. You agree that you will not upload Content to the Service unless you have created that content yourself, or you have permission from the copyright owner to do so. As between you and us, you retain ownership and any intellectual property rights in the Content you post or otherwise make available through the Site or Service. By submitting Content to us, you represent that you have all necessary rights and hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, fully paid, fully sublicenseable, worldwide license, under any and all of your copyright and other intellectual property rights related to that Content, to use, reproduce, distribute, display, perform, and otherwise exploit all or any portion of the Content in connection with the Service and our business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels, now existing or hereafter developed. You also hereby grant each User a non-exclusive license to access your posted Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit such Content as permitted through the functionality of the Service and under these Terms of Service. To the extent you include personally identifiable information in your Content, we will not be liable for such disclosure. Without limiting the foregoing, you authorize us to (i) combine any Content you submit with other Content, including Content associated with the Site and/or owned and licensed by us and (ii) to allow others to do the same. We do not grant you any rights in any Content available on the Site or the Service (other than your own submitted Content), except to use any such Content for your personal and non-commercial use.
Third Party Content. The Service may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Leaf. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY, INCLUDING OTHER USERS.
Advertisements. The Service may include advertisements and promotional materials which may be targeted to the Content or information about you and other Users. Merchant Users may also advertise incentives or rewards on the Site and/or in connection with the use of the Service directed at Consumer Users. Where the types and extent of advertising and offers on the Service are subject to change. In consideration for Leaf granting you access to and use of Site and the Service, you agree that Leaf and its third party providers, partners and other users may place such advertising and offers on the Service.
Content Disclaimer. You understand that by using the Service, you may be exposed to Content that is offensive, indecent, or objectionable. Leaf cannot guarantee the authenticity of any Content. Although Leaf has no obligation to screen, edit, or monitor any Content, Leaf reserves the right, and has absolute discretion, to remove, screen, edit, or disable any Content at any time and for any reason without notice. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate Users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of Leaf, its Users and the public.
In using the Service, you authorize us to act on your behalf to access and interact with social networking sites such as Facebook (any such site, a “SN Site”) to retrieve Content and information from, and/or submit information to, such SN Sites at your request. We will not collect your username and password, and we will instead store the unique authorization code (or a “token”) provided to us by the SN Site to access it on your behalf. You can revoke our access to an SN Site at any time by amending the appropriate settings from within your account settings on that site and/or on our Site. You should note that an SN Site may change or amend its guidelines and our access to it at any time, and we cannot guarantee that our Service will always include a connection to such SN Site. Further, you may be able to edit your privacy settings for the Content that you post which appears on Facebook by making selections in your profile settings via the Site and Service. You represent and warrant that you will comply at all times with the relevant terms and conditions of any SN Site in using our Site and Service. You also agree to follow each SN Site’s code of conduct (where applicable) when interacting with content from and posting Content to such SN Site and to file an abuse report with the applicable SN Site for Content which violates the code of conduct or Terms of Service for that third party site.
We reserve the right to modify or discontinue the Site or Service with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Service. If you object to any such changes, your sole recourse will be to cease use and access to the Site, Service and/or Software. Continued access to the Site or Service following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Service as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Service at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICE.
You may terminate this Agreement and other agreements between you and Leaf by closing your Leaf account at any time.
Disclaimer. THIS SITE AND SERVICE AND ALL CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE AND SERVICE ARE PROVIDED BY LEAF “WITH ALL FAULTS” AND ON AN “AS IS” AND “AS AVAILABLE” BASIS. Leaf does not warrant that the Service will operate error-free or without downtime. LEAF EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE, WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICE, AND (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. Leaf may pause or interrupt the Service at any time, and users should expect periodic downtime for updates to the Service. Because we do not control the security of the Internet, or other networks you use to access the Site, Leaf is not responsible for the security of information that you choose to communicate with Leaf and the Site while it is being transmitted. Additionally, Leaf is not responsible for any data lost during transmission.
Release. To the extent permitted under applicable laws, you hereby release Leaf from any liability related to: (a) any incorrect or inaccurate Content posted on the Service, whether caused by any User or by any of the equipment or programming associated with or utilized in the Service; (b) the conduct, whether online or offline, of any User; (c) any loss or damage caused by Content posted on the Service or transmitted by and to Users, or any interactions between Users of the Sites, whether online or offline; and (d) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND SERVICE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE OR THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICE. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICE IS LIMITED, IN AGGREGATE, TO FIVE DOLLARS (U.S. $5.00). WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND OTHER USERS, NOR, IN ANY EVENT, WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY USER.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
You acknowledge that Leaf provides the Service as an agent for both Merchant Users and Consumer Users with whom the Service are to be used, and that the Merchant Users and Consumer Users, and not Leaf, are responsible for the Service, and the quality of the goods and Service supplied. You agree to indemnify, defend and hold harmless Leaf, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from: (i) your use of the Site or Service, including any Content you submit thereto (except to the extent prohibited by law); (ii) your violation of these Terms of Service; (iii) your violation of any rights of any other person or entity; or (iv) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Service. Leaf reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder and you will cooperate with Leaf with respect to such defense and settlement.
Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Massachusetts, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except as specified in Section 11.2, the parties agree that any action arising out of or in connection with this Agreement will be heard in the state, local, or federal courts in Middlesex County, Massachusetts, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.
Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by binding arbitration in Middlesex County, Massachusetts under the Rules of the American Arbitration Association by one arbitrator appointed in accordance with such rules. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between You and Leaf. If any part of this Arbitration clause is later deemed invalid as a matter of law, then the remaining portions of this section shall remain in effect, with the exception of the class language referenced herein, in such case this entire section shall be deemed invalid. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with this Agreement.
Force Majeure. In no event shall Leaf be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Leaf’s reasonable control.
Nonassignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by User, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Leaf. Leaf may assign this Agreement to a successor-in-interest to its business. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.
No Waiver. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures.
Integration. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. No terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that either party may use in connection with the transactions contemplated by this Agreement will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to these terms, provisions, or conditions.
Survival. Sections 2.3, 3, 6, 8, 8, 9 through 11, as well as any other limitations on liability explicitly set forth herein and our proprietary rights in and to the Site, Content provided by us, Our Technology and the Service, will survive the expiration or termination of these Terms of Service for any reason.
Notice. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to hello@Leaf.me or to Leaf Holdings, Inc., One Broadway St 14th Floor, Cambridge, MA 02142.