LEAPFROG PRODUCT DEVELOPMENT, LLC

Effective Date: 3.24.2023

These are the Terms of Service for Leapfrog Product Development, LLC. The Terms of Service apply when you visit our websites at leapfrogbrands.com, elloproducts.com, zuluathletic.com, pogogear.com (our “websites”), purchase our products, and learn more about us (collectively, our “services”). Any new features or tools added to our services will also be subject to the Terms of Service. Please read these Terms carefully, as your use of our services is governed by these Terms, together with our Privacy Policy [1] and any other documents expressly incorporated by reference.

Use of Our Websites and Services

Your use of our websites serve as your acceptance of these Terms and our Privacy Policy. By using our websites or services, you certify that you are 18 years or older. If you are under 18 years old or do not meet the requirements of our Terms, you must not access or use our services and we reserve the right to remove your access to our services.

Please be aware that these Terms constitute a binding legal agreement between you and Leapfrog outlining your legal rights, obligations, and remedies arising from your use of our services. You agree you are responsible for your use of our services and any consequences resulting from your use of our services. You may use our services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

Changes to the Terms

We reserve the right to update or change these Terms at any time. If we do this, we will post the changes on our websites and will indicate at the top of this page the date that the Terms were last revised. Your continued use of our websites after the date of any such changes become effective constitutes your acceptance of the new Terms.

Please note that when using certain services, you may be subject to any additional terms applicable to such services that may be posted on our website or otherwise made available from time to time.

Eligibility to Use our Services

Our services are intended for legal use by adults only and are not directed to children under the age of 18. You may not use our services in any manner if you are under the appropriate age for your jurisdiction and any registration by anyone under such age is void. By accessing or using our services and thereby agreeing to these Terms, you represent and warrant to us: (1) that you are at least the minimum age for your jurisdiction; (2) that you have not previously been suspended or removed from our services; and (3) that your use of our services is in compliance with any and all applicable laws and regulations.

Your Representations & Warranties to Leapfrog

By using our services, you represent, warrant, and agree:

You are 18 years or older and meet all eligibility requirements expressed in these Terms;
You will only use our services for lawful purposes, and you will not use our services for sending, storing, or distributing any unlawful material or for fraudulent purposes;
You will not use our services to cause nuisance, annoyance or inconvenience;
You will not impair the proper operation of our services or any network which is used to support or access our services;
You will not try to harm the operation of our services in any way whatsoever;
You will not copy, or distribute any content contained within our services without written permission from Leapfrog;
You will only use our services for your own use and will not resell any aspect of our services to a third party;
You own or control all rights in and to any information or property shared with us, and have the right to grant the license granted above to us and our respective licensees, successors, and assigns.
You will provide us with whatever proof of identity we may reasonably request;
You have not previously been suspended or removed from our services; and
Your use of our services is in compliance with any and all applicable laws and regulations.

Accounts & Registration

Registering for an Account: In order to use or access certain features of our services, you may be asked to register for a user account. By registering for an account, you agree to: (1) provide accurate, current, and complete information about yourself; (2) maintain and promptly update such information; (3) maintain the security of your login information; (4) accept full responsibility for all use of any account you register, and for any actions that arise from or take place using your account, whether or not you have authorized such actions or use; and (5) immediately notify Leapfrog of any unauthorized use of your account. Failure to abide by these statements constitutes a breach of these Terms, which may result in immediate termination of your account.

Your Account Information: You may not select or use an account that: (1) is comprised of or includes the name of another person with the intent to impersonate that person; (2) is subject to any rights of a person other than you without appropriate authorization; (3) suggests a false association between you and Leapfrog; or (4) that, in Leapfrog’s sole discretion, is offensive, vulgar, or obscene. Leapfrog reserves the right to refuse registration of an account, or cancel any account name, in its sole discretion.

Termination of Access to our Services: Leapfrog maintains the right to suspend or disable your access to our services and any account you may have created, or terminate these Terms, at our sole discretion and without prior notice to you if you breach the Terms, or if Leapfrog otherwise determines such action is warranted. Leapfrog reserves the right to revoke your access to and use of our services at any time, with or without cause, whether or not you have established an account.

Your Cancellation of Your Account or Use of our Services: You may cancel your account or your access to our services at any time by contacting Leapfrog using the information below. Upon cancellation of your Account, Leapfrog may retain your information and content for a period of time if needed for a legitimate business purpose.

Access and Conditions of Use

Modifications to our Services: Leapfrog reserves the right to modify or discontinue, temporarily or permanently, our services (or any part thereof) with or without notice.

You may use our websites and services only for lawful purposes and in accordance with these Terms of Use. You agree not to use our websites or services:

1. In any way that violates any applicable federal, state, local, or international law or regulation;

2. For the purpose of exploiting, harming minors;

3. To transmit any advertising or spam material;

4. To impersonate Leapfrog or any person or entity associated with Leapfrog;

5. To engage in any other conduct that challenges anyone's use or enjoyment of the website.

Additionally, you agree not to:

1. Use any device, software, or routine that interferes with the proper working of the website, or introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

2. Attempt to gain unauthorized access to the website;

3. Attack or attempt to interfere with the proper working of the website.

Commercial Use: Our services are for your personal and non-commercial use. Unless otherwise expressly authorized in these Terms or otherwise authorized in writing by us, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of our services, use of our service, or access to our services, including in each case any content contained therein, other than your own feedback (as defined below) that you legally upload to our services.

Leapfrog reserves the right to investigate and take appropriate legal action against anyone who, in Leapfrog’s sole discretion, violates these Terms, including without limitation, removing the offending content from our services, suspending or terminating the use of the website of such violators and reporting you to the law enforcement authorities.

Intellectual Property Rights

Service Content, Software and Trademarks: You acknowledge and agree that our services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Leapfrog, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on our services or any Service Content, in whole or in part, except that the foregoing does not apply to your own Feedback (as defined below) that you legally upload to our services. You may not access our services through robots, scraping tools or similar data-gathering or extraction methods.

The Leapfrog name and logos are trademarks and service marks of Leapfrog (collectively the “Leapfrog Trademarks”). Other company, product, and service names and logos used and displayed via our services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Leapfrog. Nothing in these Terms or in our services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Leapfrog Trademarks displayed through our services, without our prior written permission in each instance. All goodwill generated from the use of Leapfrog Trademarks will inure to our exclusive benefit.

Third-Party Material: Under no circumstances will Leapfrog be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Leapfrog does not have a duty to pre-screen content, but that Leapfrog and its designees will have the right in their sole discretion to refuse or remove any content that is available via our services. This includes the right to remove any content that violates these Terms or is deemed by Leapfrog, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

Feedback Transmitted Through Our Services: You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, and other information about our services (“feedback”), provided by you to Leapfrog is non-confidential, and Leapfrog will be entitled to the unrestricted use and dissemination of this feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Leapfrog may preserve content and may also disclose feedback or content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Leapfrog, its users and the public. You understand that the technical processing and transmission of our services, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints: Leapfrog respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, on our services, you should notify Leapfrog of your infringement claim in accordance with the procedure set forth below.

Third-Party Websites

Our services may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Leapfrog has no control over such sites and resources and Leapfrog is not responsible for and does not endorse such sites and resources.

Communications

As part of your use of our services, you may consent to receive email notifications from Leapfrog. You may opt-out of receiving certain notifications in association with our services by completing the opt-out process provided in each email message. By opting-out, you understand that we may not be able to communicate certain information to you. Please note we may still contact you regarding certain services announcements or notifications even if you have opted-out from other messages.

Third-Party Advertising & Marketing

Leapfrog may employ third-party advertising and marketing to deliver ads, information, and other promotions to you, both through our services, and via other mechanisms to provide such materials to you outside of our services such as on third-party websites or platforms. By agreeing to our Terms, you agree to receive such advertising and marketing from Leapfrog and our partners. If you do not wish to receive such advertising, you may notify us in writing using the contact information provided below. Leapfrog may compile and release information regarding you and your use of our services on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through our services.

Indemnity and Release

You agree to release, indemnify, and hold harmless Leapfrog, its affiliates, and its and their respective officers, employees, directors, members, and agents from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of our services, any Content, your connection to our services, your violation of these Terms, or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties Related to our Services

YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LEAPFROG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LEAPFROG MAKES NO WARRANTY THAT (I) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (II) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT LEAPFROG WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LEAPFROG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE OUR SERVICES OR ANY CONTENT; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT, TRANSMISSIONS, OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SERVICES; OR (V) ANY OTHER MATTER RELATING TO OUR SERVICES OR CONTENT. IN NO EVENT WILL LEAPFROG’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID LEAPFROG IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED U.S. DOLLARS (US $100). 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 SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF OUR SERVICES.

Arbitration

At Leapfrog’s or your election, all disputes, claims, or controversies arising out of or relating to these Terms or our services that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association. Notwithstanding the foregoing, Leapfrog reserves all rights to petition any court of competent jurisdiction for the entry of injunctions and orders for specific performance relating to your unauthorized use, modification, copying, distribution, transmission, display, performance, reproduction, publication, license, creation of derivative works, transfer or sale of the content of our services, breach of your confidentiality obligations, or any other violations of these Terms.

Termination

Leapfrog may terminate these Terms for any reason at any time. Leapfrog reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of our services, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination.

General

These Terms constitute the entire agreement between you and Leapfrog and govern your use of our services, superseding any prior agreements between you and Leapfrog with respect to our services. These Terms will be governed by the laws of Illinois without regard to conflict of law provisions. With respect to any disputes not subject to the dispute resolution procedures set forth above, you and Leapfrog agree to submit to the personal and exclusive jurisdiction of the local courts located in Cook County, Illinois and the federal courts located in the United States District Court for the Northern District of Illinois.

The failure of Leapfrog to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Leapfrog may assign or transfer this Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. We may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on our services.

The parties shall be independent contractors under this agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

Contact Us

Please contact us at privacy@leapfrogbrands.com to report any violations of these Terms or with questions regarding the Terms or our websites and services.