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.
We reserve the right, at our sole discretion, to change,
modify, add, or delete portions of this Agreement from time to time without
further notice. If we do this, we will post the latest version of this
such page the date of the last revision or modification. Your continued use of
the Service, which use includes your continuing to use the Service to
authenticate human interactions on websites or other online services owned,
operated, managed or otherwise controlled in any way by a person other than
Leap (each a "NuCaptcha-Enabled Site"), after any such change,
modification, addition or deletion constitutes your acceptance of the Agreement
as then revised. If you do not agree to abide by this or any future version of
the Agreement, do not use or access (or continue to use or access) the Service.
It is your responsibility to regularly check this page to determine if there
have been changes to this Agreement and to review such changes.
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.
We care about the privacy of those who use our Service
being transferred to and processed in Canada, the United States of America or
any other country, jurisdiction or territory determined by us, in accordance
Agreement, and any reference in this Agreement includes a reference to the
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,
(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
(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
(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,
(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
(b) use the Service in any manner or for any purpose
(i) that violates any of the terms or conditions of this
(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
(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
(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,
(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
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
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
(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
(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
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
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.
It is possible that any of the Leap Companies may be
acquired or transferred as part of a merger, acquisition or other change of
control. In the event of such a transaction, you understand and agree that we
may assign our rights under this Agreement and that your personal information
may be transferred to the succeeding entity in accordance with our Privacy
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.