Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the websites, software, applications, agency workspaces, Client Partnerships, and related services provided under the Lealtà name (collectively, the “Service”).

Lealtà is a product of UpSpark Ventures, LLC (“Lealtà,” “UpSpark,” “we,” “us,” or “our”).

By accessing or using the Service, creating an account, accepting an invitation, or otherwise using Lealtà, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you are authorized to do so and to bind that organization to these Terms where applicable.

If you do not agree to these Terms, you may not access or use the Service.

Lealtà is designed primarily for business and professional use by consulting, advisory, and other professional-services organizations and the clients, employees, representatives, and other authorized participants with whom they work.

You are responsible for ensuring that your use of Lealtà is appropriate for your organization and complies with laws, regulations, professional obligations, contractual requirements, and internal policies applicable to you.

Certain portions of the Service require an account. You agree to provide accurate information and to keep account information reasonably current.

You are responsible for maintaining the confidentiality and security of your login credentials and for activity occurring through your account to the extent permitted by law. You may not share credentials in a manner that permits unauthorized access to the Service.

If you believe an account or credential has been compromised, notify us promptly at support@lealtahq.com.

Lealtà enables organizations to establish and administer workspaces, Client Partnerships, and related experiences. Organizations may invite employees, clients, advisors, and other authorized participants to access particular areas of the Service.

Access to information within Lealtà may depend on your organization, role, membership, Partnership assignment, and other permissions established through the Service.

An organization using Lealtà is responsible for determining which users it invites, the permissions it grants, the information it submits, and whether it has the necessary authority to provide that information and make it available to authorized participants.

Certain use of Lealtà requires a paid subscription. Applicable subscription fees, billing frequency, subscription term, and other commercial terms may be stated at checkout, in an order form, subscription agreement, proposal, invoice, or other written agreement between Lealtà and the subscribing organization.

By purchasing a subscription, the subscribing organization authorizes Lealtà and its payment processor to charge the applicable fees and any properly applicable taxes using the selected payment method.

Recurring subscriptions may renew and be billed according to the billing frequency and commercial terms accepted by the subscribing organization.

Except where required by law or expressly stated in an applicable written agreement, fees paid are non-refundable.

A subscribing organization may enter into a separate order form, subscription agreement, statement of work, proposal, or other written agreement with Lealtà containing terms specific to that customer relationship.

If an applicable written agreement expressly conflicts with these Terms, the written agreement will control with respect to that conflict.

“Customer Content” means information, records, text, files, materials, communications, logos, branding, and other content submitted to the Service by or on behalf of a customer or authorized user.

As between Lealtà and the applicable customer or user, customers and users retain their rights in Customer Content. These Terms do not transfer ownership of Customer Content to Lealtà.

You grant Lealtà a limited, non-exclusive right to host, process, transmit, reproduce, display, and otherwise use Customer Content only as reasonably necessary to provide, secure, maintain, support, and improve the Service and to comply with applicable law.

You represent that you have the rights and permissions necessary to submit Customer Content to Lealtà and permit its processing as contemplated by these Terms.

You may not use the Service to:

• Violate applicable law or the rights of another person;
• Access accounts, organizations, Partnerships, systems, or information without authorization;
• Introduce malware, malicious code, or other harmful technology;
• Interfere with, disrupt, overload, or impair the Service or its infrastructure;
• Attempt to circumvent authentication, permissions, security controls, usage restrictions, or technical safeguards;
• Use automated means to scrape, harvest, extract, or access the Service except as expressly authorized by Lealtà;
• Use the Service to transmit unlawful, fraudulent, abusive, or infringing content; or
• Assist another person in engaging in prohibited conduct.

The Service, including its software, source code, object code, architecture, interfaces, workflows, designs, visual systems, databases, documentation, processes, methods, functionality, trademarks, service marks, logos, branding, and other technology and materials provided by Lealtà, is owned by UpSpark Ventures, LLC or its licensors and is protected by applicable intellectual-property laws.

Lealtà and its underlying technology may incorporate proprietary and patent-pending technology. Nothing in these Terms transfers to any customer or user any ownership interest in Lealtà, its underlying technology, inventions, methods, systems, intellectual property, or patent rights.

Subject to these Terms and any applicable customer agreement, Lealtà grants authorized users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its intended business purposes during the applicable period of authorized access.

Except as expressly permitted in writing by Lealtà, you may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, disassemble, derive source code from, create derivative works from, or attempt to discover or reproduce proprietary elements of the Service, except to the limited extent such restrictions are prohibited by applicable law.

Lealtà, the Lealtà name and logo, and the names, marks, and branding associated with Lealtà products, systems, methods, and experiences are proprietary to UpSpark Ventures, LLC except where otherwise indicated.

No right to use Lealtà trademarks, branding, proprietary system names, or other brand assets is granted except as necessary to access the Service or as expressly authorized in writing.

If you voluntarily provide ideas, suggestions, comments, or other feedback about Lealtà, you grant us the right to use that feedback without restriction or compensation to you, provided that this provision does not transfer ownership of your Customer Content or confidential business information.

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference where applicable.

The Service may rely on or interoperate with third-party services, infrastructure, payment processors, authentication providers, communication services, integrations, or other technologies.

Third-party services may be governed by their own terms and privacy practices. Lealtà is not responsible for third-party products or services that are outside our reasonable control.

We may modify, update, improve, or change portions of the Service from time to time. We may also perform maintenance or take actions reasonably necessary to protect the security, reliability, or integrity of the Service.

We do not guarantee that every feature will always be available or that the Service will operate without interruption or error.

We may suspend or restrict access to the Service when reasonably necessary to address security risks, suspected unauthorized or unlawful activity, material violations of these Terms, nonpayment, threats to the Service or other users, or other circumstances permitted by an applicable customer agreement or law.

Subscription termination and cancellation rights are governed by the applicable subscription, order, or customer agreement and any rights required by law.

Provisions that by their nature should survive termination, including provisions concerning intellectual property, payment obligations, disclaimers, limitations of liability, indemnification, and dispute-related terms, will survive as applicable.

In the course of a customer relationship, either party may receive non-public information that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Each party agrees to use reasonable care to protect such confidential information and to use it only for purposes related to the applicable business relationship, except where disclosure is authorized or required by law.

More specific confidentiality obligations may be established in a separate customer agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” LEALTÀ DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT.

LEALTÀ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR BUSINESS, CLIENT, FINANCIAL, OR PROFESSIONAL RESULT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LEALTÀ NOR UPSPARK VENTURES, LLC WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF LEALTÀ AND UPSPARK VENTURES, LLC FOR CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE APPLICABLE CUSTOMER TO LEALTÀ FOR THE SERVICE DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations or exclusions of liability, so portions of this section may not apply to you.

To the extent permitted by law, an organization using Lealtà agrees to defend, indemnify, and hold harmless UpSpark Ventures, LLC, Lealtà, and their respective officers, employees, and agents from third-party claims, damages, liabilities, costs, and reasonable expenses arising from that organization’s Customer Content, unlawful use of the Service, material violation of these Terms, or infringement or violation of another person’s rights.

These Terms are governed by the laws of the State of North Dakota, without regard to conflict-of-laws principles, except to the extent applicable law requires otherwise.

Unless an applicable written customer agreement provides otherwise, disputes arising from these Terms or the Service will be subject to the state or federal courts having appropriate jurisdiction in North Dakota, and the parties consent to such jurisdiction and venue to the extent permitted by law.

We may update these Terms from time to time. When we make changes, we may update the effective date above and provide additional notice when appropriate.

Continued use of the Service after revised Terms become effective constitutes acceptance of the revised Terms to the extent permitted by law.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

Failure to enforce a provision of these Terms is not a waiver of the right to enforce it later.

You may not assign your rights or obligations under these Terms without our consent where consent is legally permitted to be required. We may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or other business transaction.

Questions about these Terms or the Service may be directed to: