LeanSuite Legal

Welcome to the LeanSuite.com Corp. website. These Website Terms of Use ("Terms") govern your access to and use of https://theleansuite.com/ and its subdomains (the "Website"). These Terms form a legally binding agreement between you, as a visitor to our Website, and LeanSuite.com Corp. ("LeanSuite," "we," "us," or "our").

By accessing or using the Website, you accept and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Website.

1. Scope of these Terms & Other Agreements

IMPORTANT: These Terms govern your use of the public-facing Website only. They DO NOT govern the use of our proprietary software platform (the "Platform"). Access to and use of the Platform is subject to a separate Master Subscription Agreement or other written agreement, which paying customers must execute separately. In the event of any conflict between these Terms and your customer agreement, the customer agreement shall prevail.

2. Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by LeanSuite, its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Website for your personal, non-commercial use only, strictly in accordance with these Terms. You must not reproduce, distribute, modify, create derivative works of, publicly display, or republish any of the material on our Website.

3. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Website in any way that violates any applicable federal, provincial, local, or international law or regulation.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring, scraping, or copying any of the material on the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm LeanSuite or users of the Website.

4. Trademarks

The LeanSuite name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of LeanSuite or its affiliates or licensors. You must not use such marks without our prior written permission. Any other names, logos, or trademarks of our clients or third parties that appear on the Website are the property of their respective owners and are used for identification purposes only.

5. Third-Party Links

The Website may contain links to other sites and resources provided by third parties. These links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

6. Disclaimers and Limitation of Liability

Disclaimer of Warranties: YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. LEANSUITE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LEANSUITE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, OR ANY CONTENT ON THE WEBSITE. THIS INCLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100.00 CAD).

7. Indemnification

You agree to defend, indemnify, and hold harmless LeanSuite, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Website.

8. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision. Any dispute arising from these Terms or the Website shall be resolved exclusively through final and binding arbitration in the City of Brampton, Ontario, in accordance with the rules of the ADR Institute of Canada.

9. General Provisions

Entire Agreement: These Terms and our Privacy Policy constitute the sole and entire agreement between you and LeanSuite regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

Changes to Terms: We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes.

Severability: If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Contact Information: All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@theleansuite.com

LeanSuite Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CREATING AN ACCOUNT, CLICKING "I AGREE," OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL INCORPORATED TERMS.

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. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.1, THE SERVICE IS PROVIDED "AS IS." FOR ALL FREE, TRIAL, OR BETA SERVICES, THE SERVICE IS PROVIDED STRICTLY "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. LEANSUITE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

7.1. Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED.

7.2. Liability Cap. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. FOR ANY FREE, TRIAL, OR BETA SERVICES, OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100.00 CAD).

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 below in our Copyright Policy.

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.

LeanSuite Copyright and DMCA Policy

LeanSuite.com Corp. ("LeanSuite," "we," or "us") respects the intellectual property rights of others and expects the users of our Service to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws, it is our policy to respond to valid notices of alleged copyright infringement and to terminate the accounts of repeat infringers.

1. Designated Copyright Agent

To be effective, any notification of claimed infringement must be a written communication provided to our designated Copyright Agent. Our designated agent to receive notifications of claimed infringement is:

2. Procedure for Reporting Copyright Infringement

If you are a copyright owner or an agent thereof and believe that any content hosted on our Service infringes upon your copyrights, you may submit a notification pursuant to the DMCA by providing our Copyright Agent with the following information in writing:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

3. Procedure for Submitting a Counter-Notice

If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material, you may send a counter-notice containing the following information to our Copyright Agent:

• Your physical or electronic signature.
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled.
• A statement under penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content.
• Your name, address, telephone number, and e-mail address, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or the Province of Ontario, Canada if your address is outside of the United States), and that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

4. Repeat Infringer Policy

It is our policy to terminate the user accounts of any party who is the subject of repeated, valid DMCA notifications.