LeanSuite Legal

These Terms of Service ("Terms") form a legally binding agreement between you ("Customer" or "you") and LeanSuite.com Corp. ("LeanSuite," "we," or "us") and govern your use of our proprietary software platform, including the Suggestion Management and Kaizen Management modules, and any related services (collectively, the "Service").

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
• "Customer Data" means all electronic data or information submitted by you or your Users to the Service.
• "Order Form" means an ordering document, pilot agreement, or online order specifying the Service to be provided, including any subscription terms, fees, and number of Users.
• "Subscription Term" means the period during which you have agreed to subscribe to the Service, as specified in an applicable Order Form.
• "User" means an individual who is authorized by you to use the Service and to whom you have supplied a user identification and password.

2. Access to and Use of the Service

2.1. License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service during the Subscription Term, solely for your internal business operations.

2.2. Your Responsibilities

You are responsible for all activities that occur in your account and for your Users' compliance with these Terms. You shall: (i) keep your passwords and user credentials secure and confidential; (ii) be solely responsible for the accuracy, legality, and integrity of your Customer Data; and (iii) use the Service only in accordance with its documentation and applicable law.

2.3. Acceptable Use

You and your Users shall not: (i) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (ii) use the Service to store or transmit malicious code; (iii) attempt to gain unauthorized access to the Service or its related systems; (iv) reverse engineer, decompile, or disassemble the Service; or (v) use the Service for any purpose other than its intended purpose.

3. Customer Data and Intellectual Property

3.1. Customer Data

As between you and LeanSuite, you exclusively own all rights, title, and interest in and to all of your Customer Data. You grant LeanSuite and its Affiliates a worldwide, non-exclusive, royalty-free license to host, copy, transmit, and display your Customer Data as reasonably necessary for us to provide and improve the Service.

3.2. LeanSuite IP

We retain all right, title, and interest in and to the Service and all related intellectual property rights. This includes all software, documentation, and aggregated or anonymized data derived from the use of the Service.

3.3. Feedback

You may, from time to time, provide suggestions, comments, or other feedback ("Feedback") to us. You agree that all Feedback is provided voluntarily. We shall be free to use, disclose, reproduce, and otherwise exploit any Feedback as we see fit, entirely without obligation or restriction of any kind to you.

4. Fees and Payment (For Paid Services)

4.1. Fees

You shall pay all fees specified in the applicable Order Form. Except as otherwise specified, fees are based on the services purchased, quoted in U.S. Dollars, and are non-refundable.

4.2. Invoicing and Payment

Fees will be invoiced in advance, as set forth in the Order Form. You are responsible for providing complete and accurate billing and contact information.

4.3. Taxes

Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature. You are responsible for paying all taxes associated with your purchases.

5. Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose non-public information. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use or divulge to any third person any such Confidential Information, except as is necessary to perform its obligations under these Terms.

6. Warranties and Disclaimers

6.1. Limited Warranty

For paid services, LeanSuite warrants that the Service will perform in all material respects in accordance with its official documentation. For any breach of this warranty, our sole obligation and your exclusive remedy shall be for us to use commercially reasonable efforts to correct the non-conforming Service.

6.2. Disclaimer

7. Limitation of Liability

7.1. Exclusion of Damages

7.2. Liability Cap

8. Indemnification

You will defend, indemnify, and hold harmless LeanSuite from and against any claim, demand, suit, or proceeding made or brought against us by a third party arising from: (i) your Customer Data, (ii) your breach of these Terms, or (iii) your use of the Service in violation of applicable law.

9. Term and Termination

9.1. Term

The term of this Agreement will be specified in your Order Form. Unless otherwise stated, paid subscriptions will automatically renew for additional periods equal to the expiring subscription term.

9.2. Termination

A party may terminate these Terms for cause if the other party is in material breach and fails to cure such breach within 30 days of receipt of notice. We may suspend your access to the Service immediately if you are in breach of the Acceptable Use policy or are delinquent on payment obligations.

9.3. Effect of Termination

Upon termination, your license to use the Service shall cease. We shall have no obligation to maintain your Customer Data more than 30 days after termination, after which we may delete it.

10. Additional Terms

10.1. Export Compliance

You shall comply with all applicable export laws and regulations of Canada, the United States, and other jurisdictions.

10.2. Publicity

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes.

10.3. Copyright Infringement

We reserve the right to disable or terminate the accounts of users who repeatedly infringe the copyrights of others. Our process for handling infringement claims is available at our Copyright Policy page.

10.4. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond that party's reasonable control.

11. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Province of Ontario. Any dispute arising from these Terms shall be resolved exclusively through final and binding arbitration in the City of Brampton, Ontario.

12. General Provisions

These Terms, together with any Order Forms, constitute the entire agreement between you and LeanSuite. We may update these Terms from time to time by posting a revised version, and your continued use of the Service constitutes acceptance of the revised Terms. All notices should be sent to info@theleansuite.com.