Snapshot 74947
Normalized text
Scripts and page chrome removed; this is what change detection compares.
Close Search
Terms & Conditions
THIS DOCUMENT IS A LICENSE AGREEMENT BETWEEN ("LICENSEE") AND LEADERSHIP CONNECT, INC. FOR THE PRODUCT AND DATA DESCRIBED HEREIN. BY ACCESSING THE PRODUCT, INCLUDING THROUGH THE MCP SERVER, LICENSEE IS DEEMED TO HAVE AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE FOLLOWING AGREEMENT AS WELL AS HAVE REVIEWED OUR PRIVACY STATEMENTS, WHICH CAN BE FOUND HERE.
1. Definitions
1.1 "Product" means Leadership Connect, comprising the collection of online products referred to by the individual names of "Leadership Connect Contracting," "Leadership Connect Policy," and "Leadership Connect Government," and including any computer software, custom services, data, and databases contained within the Product, and associated media and printed materials provided by Leadership Connect as necessary for use of the Product as described herein.
1.2 "Data" means any data contained, in whole or in part, within the Leadership Connect Product.
1.3 "Authorized User" means an employee of Licensee whom Licensee has identified to Leadership Connect for purposes of issuing a user ID for access to the Product.
1.4 "MCP Server" means any Model Context Protocol server, connector, endpoint, tool interface, or similar programmatic interface made available by Leadership Connect that allows software, including AI Clients and Agents, to query or retrieve Data or otherwise interact with the Product.
1.5 "AI Client" means any large language model application, AI assistant, chatbot, copilot, or other software that connects to the MCP Server on behalf of an Authorized User.
1.6 "Agent" means any automated or semi-automated process, workflow, script, or AI system that calls the MCP Server, with or without real-time human direction.
1.7 "Authorized Session" means an authenticated session on the MCP Server initiated by, and acting for, a single identified Authorized User, using credentials issued by Leadership Connect to that Authorized User.
1.8 "Authorized Platform" means the business or enterprise plans, used under an organizational account administered by Licensee, of the following AI Clients: Google Gemini, OpenAI ChatGPT, Anthropic Claude, Microsoft Copilot, and Perplexity; and any other AI Client that Leadership Connect approves for connection to the MCP Server by prior written authorization. Free, consumer, or individual plans of any AI Client are not Authorized Platforms.
1.9 "Output" means any Data, or any content derived from Data, that is returned by the MCP Server or generated by an AI Client or Agent using Data, including summaries, lists, tables, profiles and answers.
1.10 "Model Training" means using any input to train, pre-train, fine-tune, distill, evaluate, benchmark, ground through persistent indexing, or otherwise develop or improve any artificial intelligence or machine learning model, embedding, or vector store.
1.11 "Bulk Download" means retrieving, copying, or storing Data in a volume, frequency, or pattern that exceeds an Authorized User's reasonable individual use, as described in Section 15.4.
2. Grant of License
2.1 Subject to the terms and conditions of this Agreement, Leadership Connect hereby grants to Licensee, during the Term: A non‐exclusive, non‐transferable, limited license to (i) access and use the Product and the Data solely within the scope of this license for Authorized Users as agreed by Leadership Connect; (ii) download for one-time use only in other applications no more than the number of records for which the specified license fee has been paid in connection with this License. For the avoidance of doubt, Licensee cannot export Data, in whole or part, and store in a CRM system, email service, or proprietary application without express authorization from Leadership Connect.
2.2 Licensee of Leadership Connect Product agrees they or their agent will not utilize the Data (i) as a factor in establishing an individual's eligibility for credit or insurance, (ii) in connection with underwriting individual insurance, (iii) in evaluating an individual for employment purposes, (iv) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority, (v) in connection with any other permissible purpose (as defined by the FCRA), or (vi) in any manner that would cause such use of the service to be construed as a consumer report by an authority having jurisdiction over any of the parties. Moreover, you agree not to take any adverse action, which is based in whole or in part on the Data, against any consumer. The terms "adverse action" and "consumer" shall have the same respective meaning as those terms defined in the FCRA.
2.3 Access to the Product through the MCP Server is further subject to Section 15.
3. Restrictions and Covenants of Licensee
3.1 Licensee shall: (i) adopt and enforce such internal policies, procedures, and monitoring mechanisms as are necessary to ensure that the Product and Data are used and accessed only by Authorized Users and only in accordance with the terms of this Agreement; and (ii) take all steps necessary to ensure that no person or entity will have unauthorized access to the Product or Data.
3.2 Licensee shall NOT do or permit others to do any of the following: (i) use, copy, modify, sell, sublicense, rent, lease, transfer, assign, resell, distribute, or otherwise disseminate the Product or any Data, except as expressly and specifically authorized herein; (ii) permit any party, other than an Authorized User, to use or have access to the Product or the Data by any means; (iii) use any data extraction, scraping, or content extraction software programs in conjunction with the Product, or use any software programs that perform automatic downloading, copying or printing to extract data or information from the Product, except as expressly and specifically authorized herein; (iv) use the Product or Data after the Term; (v) modify, translate, reverse engineer, disassemble, or decompile the Product in any way; (vi) use the Product for service bureau work or in any timesharing arrangement or outsourcing arrangement; (vii) use the Product for the purpose of providing a product or data that competes with Leadership Connect's Product or the Data; (viii) compete with Leadership Connect in any way that displaces existing customers of Leadership Connect's Product and Data, or offer access to Leadership Connect's Product and Data without first obtaining the express permission of Leadership Connect; (ix) install the Product on a network, except as specifically provided herein; or (x) reference the Product or Leadership Connect without express permission from Leadership Connect.
3.3 This Agreement does not authorize, and Leadership Connect does not authorize or condone, the use of the Product, the Data or any portion of the Data for mass or "junk" mailings, "broadcast" or "blast" fax campaigns, "spam" email campaigns, or other similar unsolicited marketing campaigns, to the extent such uses are unlawful or actionable under applicable law.
3.4 The Product and the Data are intended for use by Licensee and Authorized Users only. Nothing in this Agreement should be construed to grant to any other party any right to use, distribute, extract, export, or download the Product, the Data or any portion of the Data. Licensee understands and acknowledges that it is responsible for preventing unauthorized use of the Product and the Data by Authorized Users or by any third party. Licensee is responsible for all unauthorized uses of the Product or the Data or breaches of this Agreement by unauthorized users.
3.5 The restrictions in this Section 3 apply equally to access through the MCP Server, an AI Client, or any Agent.
4. Lead Generation, List Building & Meeting Introduction Services
4.1 Licensee shall not resell or incorporate the Product as part of a lead generation, meeting arrangement, list generation, or introduction service sold to other clients without the express written permission of Leadership Connect. In the event Licensee does resell or incorporate the Product for lead generation and meeting introduction without the express permission of Leadership Connect, Licensee acknowledges that it has irreparably harmed Leadership Connect and owes a fee to Leadership Connect equal to the market rate for Leadership Connect's Product for each and every customer Licensee has resold the Product to. Licensee further agrees to disclose its customer list to which it has resold the Product.
5. Proprietary Protection and Restrictions
5.1 Licensee acknowledges that all right, title, interest, and ownership in and to the Product and Data and any copies or updates of the Product or Data are owned by Leadership Connect or its suppliers. The rights granted herein do not constitute a sale of the Product or Data, and this Agreement does not provide Licensee with title or ownership to the Product or Data, but only a limited right of use. All rights not expressly granted herein are reserved by Leadership Connect. Licensee must keep the Product and Data free and clear of all liens, claims and encumbrances.
5.2 Output is Data for all purposes of this Section 5.
6. Termination
6.1 Unauthorized use or copying of the Product or the Data or otherwise failing to comply with the terms and conditions of this Agreement shall result in the immediate termination without notice of this Agreement and the license granted hereunder and will entitle Leadership Connect to other legal remedies.
6.2 Without limiting Section 6.1, any breach of Section 15 is a material breach and shall be grounds for immediate termination of this Agreement without notice.
6.3 Licensee acknowledges that, in the event of its breach of this Agreement, Leadership Connect will not have an adequate remedy in money or damages, and that Leadership Connect will therefore be entitled to seek an injunction against such breach from a court of competent jurisdiction. Leadership Connect's right to seek injunctive relief shall not limit its rights to seek further remedies.
6.4 Leadership Connect may, at its sole option and without any obligation to do so, notify Licensee of any breach and specify a period of time within which Licensee must cure said breach.
6.5 Upon termination of this Agreement for any reason whatsoever: (i) Licensee must immediately cease using the Product; and (ii) all of the rights granted hereunder shall immediately cease.
7. Data
7.1 Upon termination, cancellation, expiration or other conclusion of the Agreement, Licensee shall destroy or purge the Data in the event it has downloaded or exported the Data into any electronic system (such as a CRM, email server, marketing application, or database). Licensee shall complete such return or destruction not more than thirty (30) days after the conclusion of this Agreement. Within such thirty (30) day period, Licensee shall certify in writing to Leadership Connect that such return or destruction has been completed.
7.2 Licensee shall also reasonably cooperate with Leadership Connect to respond to any requests, complaints or other communications from data subjects and regulatory or judicial bodies relating to the processing of Personal Data as part of Services, including requests from data subjects seeking to exercise their rights under Data Protection Laws. In the event that any such request, complaint or communication is made directly to Licensee, Licensee shall promptly pass this on to Leadership Connect and shall not respond to such communication without Leadership Connect's express authorization.
8. Subscriptions
8.1 The Product is made available on an annual subscription or usage-fee basis. The exact description of Leadership Connect Product made available to Licensee, charges, and the term it is made available for, will be described in an invoice or order form.
8.2 Upon expiration of the initial or subsequent term(s), unless written notification is given to Leadership Connect at least 30 days prior to the subscription expiry, Licensee will be automatically invoiced for renewal at the prevailing subscription rate plus any applicable taxes.
8.3 Leadership Connect does not provide any refunds or credits for pre-paid subscription periods remaining after any termination, or any unused Product(s), unless otherwise required by law.
9. Payment of License Fee
9.1 As consideration for the license rights granted herein, Licensee shall pay to Leadership Connect the license fee specified by Leadership Connect for the applicable scope of rights and number of Authorized Users and permissible downloads, which license fee shall be paid by Licensee upon execution of this Agreement and before the commencement of any use of the Product or Data authorized under the Agreement, or, in the case of a renewal of a current license agreement by an existing Licensee, within ten (10) days after the commencement of the current Term.
10. Terms of Payment
10.1 All payments shall be due, in full, in accordance with terms stated on the face of the invoice. A late charge of 1.5% per month will be assessed on delinquent balances.
10.2 In the event of a default in payment, Licensee shall pay reasonable costs of collection, including attorney fees, on the remaining balance. Costs of collection become due whether or not litigation is initiated.
11. Disclaimer of Warranty
11.1 THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LEADERSHIP CONNECT DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE DATA (INCLUDING ITS ACCURACY AND COMPLETENESS) AND THE PRODUCT (INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND ANY NEGLIGENCE IN ITS CREATION OR PRODUCTION).
12. Limitation of Liabilities
12.1 IN NO EVENT SHALL LEADERSHIP CONNECT OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF LICENSEE'S USE OR INABILITY TO USE THE PRODUCT AND/OR DATA, REGARDLESS OF WHETHER ANY SUCH LOSS OR DAMAGE ARISES FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, AND EVEN IF LEADERSHIP CONNECT OR ITS SUPPLIERS ARE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, OR SUCH LOSS OR DAMAGE IS FORESEEABLE.
12.2 IN NO EVENT SHALL THE LIABILITY OF LEADERSHIP CONNECT OR ITS SUPPLIERS FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENSE OF THE PRODUCT.
13. Indemnification
13.1 Licensee will indemnify and hold Leadership Connect harmless from any third-party claim, loss or damage (including attorney's fees) arising from Licensee's use of the Product or the Data.
14. Miscellaneous
14.1 No modification of this Agreement shall be binding unless it is in writing and signed by an authorized representative of the party against whom enforcement of the modification is sought.
14.2 In the event that any of the terms of this Agreement is, becomes, or is declared to be invalid or void by any court or tribunal of competent jurisdiction, the parties agree to negotiate in good faith to draft a new agreement that comports with the original intent of this Agreement.
14.3 This Agreement shall be governed by and construed under and in accordance with the laws of the State of New York, excluding its principles governing conflicts of law, and the courts within such jurisdiction shall be the only courts of competent jurisdiction.
14.4 LICENSEE AGREES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. LICENSEE FURTHER AGREES THAT THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LEADERSHIP CONNECT, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
15. MCP Server and AI Integration Terms
This Section 15 governs all access to the Product through the MCP Server. Where it conflicts with Sections 1–14 for such access, this Section 15 controls.
15.1 MCP Server License and Permitted Use
(a) License. Subject to this Agreement and payment of all applicable License Fees, Leadership Connect grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, limited license for its Authorized Users to access the MCP Server during the Subscription term, solely within an Authorized Session and through an Authorized Platform, for Licensee's internal business purposes.
(b) Scope follows the Subscription. MCP Server access does not expand the scope of Licensee's Subscription. An Authorized User may retrieve through the MCP Server only the Data that user could view in the Product directly.
(c) One user, one session. Credentials, API keys, and tokens issued for the MCP Server are personal to the Authorized User. Licensee shall not share them, embed them in shared applications, service accounts or Agents serving more than one person, or use one Authorized Session to serve other individuals.
(d) Responsibility for AI Clients and Agents. Licensee is responsible for every action taken through its Authorized Sessions, including actions taken autonomously by an AI Client or Agent, as if taken by the Authorized User. Licensee shall configure AI Clients and Agents so that they comply with this Section 15.
(e) Third-party AI providers. Licensee shall use only AI Clients whose terms or settings prevent the provider from using Data or Output for Model Training, and shall enable any available setting to opt out of such use. Licensee remains responsible for any such use by its chosen provider.
(f) Changes. Leadership Connect may modify, rate-limit, suspend, or discontinue the MCP Server, its tools, or the list of Authorized Platforms at any time, with [30] days' notice for material changes where practicable.
15.2 No AI or Machine Learning Training
(a) Licensee shall not, and shall not permit any Authorized User, AI Client, Agent, or third party to, use the Product, the Data, the MCP Server, its tool descriptions, schemas or responses, or any Output for Model Training.
(b) Without limiting (a), Licensee shall not: (i) include Data or Output in any training, fine-tuning, or evaluation dataset; (ii) load Data or Output into any persistent vector database, embedding index, knowledge base, or retrieval-augmented generation (RAG) corpus that outlives the Authorized Session in which it was retrieved, without Leadership Connect's prior written authorization; or (iii) use Data or Output to build, validate, or improve any product that competes with the Product.
(c) Transient processing allowed. An AI Client may process Data within its context window during an Authorized Session solely to answer the Authorized User's request. This transient processing is not Model Training, provided the Data is not retained, logged for training, or reused beyond that session except as permitted in Section 15.3(c).
(d) This Section 15.2 survives termination or expiration of this Agreement.
15.3 No Redistribution Outside Authorized Sessions or Platforms
(a) Data and Output may be accessed, displayed, and used only within an Authorized Session on an Authorized Platform by the Authorized User who initiated it.
(b) Licensee shall not publish, post, share, sell, license, transmit, or otherwise make Data or Output available to any person who is not an Authorized User, including through shared chats, public or team-wide AI workspaces, custom GPTs or assistants, plug-ins, bots, websites, newsletters, reports to clients, or any third-party application.
(c) Limited internal excerpts. An Authorized User may include an insubstantial excerpt of Output in internal Licensee work product (for example, a briefing memo naming a handful of officials and their titles), provided the excerpt (i) is not systematically compiled and (ii) is not distributed outside Licensee. An excerpt may contain no more than 50 records per document.
(d) Licensee shall not cache, sync, or store Data or Output from the MCP Server in any CRM, data warehouse, spreadsheet, or other system of record without Leadership Connect's prior written authorization, consistent with Section 2.
(e) Output is Data for purposes of Sections 3, 5, 6, and 7, including the purge obligations on termination.
15.4 No Bulk Downloading
(a) Licensee shall not use the MCP Server, an AI Client, or an Agent to perform any Bulk Download, including:
Systematically iterating, paginating, or enumerating through records, organizations, or search results to copy all or a substantial portion of any dataset, directory, or segment.
Issuing queries designed to reconstruct the Data or the Product's database, for example by cycling through every agency, office, state, ZIP code, or name prefix.
Running Agents, loops, or scheduled jobs that retrieve Data without a specific, contemporaneous request from an Authorized User.
Exceeding the rate limits, query quotas, or record caps published in the MCP Server documentation or Licensee's order form, currently 300 tool calls per Authorized User per hour and 2,000 records per Authorized User per day, unless Leadership Connect has given that Authorized User explicit prior written permission to exceed these limits.
Circumventing, distributing load to avoid, or testing any rate limit, quota, or access control, including by using multiple credentials, accounts, or IP addresses.
(b) The Section 3 prohibition on data extraction, scraping, or content extraction software applies fully to the MCP Server and to any AI Client or Agent.
(c) Leadership Connect may throttle, block, or require justification for any activity it reasonably believes to be a Bulk Download. Licensee shall cooperate promptly with any such inquiry.
15.5 No API Resale or Reverse Engineering
(a) No resale. Licensee shall not sell, resell, rent, lease, sublicense, time-share, white-label, or otherwise commercially provide access to the MCP Server, its tools, or Data or Output to any third party. This includes wrapping, proxying, or re-exposing the MCP Server as part of another API, MCP server, AI agent, marketplace listing, or software product, whether or not a fee is charged.
(b) No reverse engineering. Licensee shall not, and shall not permit any AI Client or Agent to: (i) decompile, disassemble, or reverse engineer the MCP Server or Product; (ii) probe, scan, or test the MCP Server's vulnerabilities or attempt to bypass authentication, authorization, or rate limits; (iii) use prompt injection or similar techniques to make the MCP Server or its tools return Data outside the Authorized User's Subscription; or (iv) copy, extract, or replicate the MCP Server's tool definitions, schemas, prompts, query logic, or data model to build a substitute or competing interface.
(c) No competitive use. Licensee shall not use the MCP Server to benchmark the Product for, or provide Data to, any competitor of Leadership Connect.
(d) Security reports. Licensee may report suspected vulnerabilities to [security@leadershipconnect.io]. Good-faith reports made through that channel without accessing Data beyond Licensee's Subscription are not a breach of (b)(ii).
15.6 Monitoring, Enforcement and Remedies
(a) Monitoring. Leadership Connect may log and monitor MCP Server activity, including queries, tool calls, volumes, client identifiers, and IP addresses, to operate the service, enforce this Agreement, and detect misuse.
(b) Suspension. Leadership Connect may immediately suspend or revoke any credential, Authorized Session, or Licensee's MCP Server access if it reasonably suspects a breach of this Section 15, without liability and without reducing License Fees owed.
(c) Termination. A breach of Section 15 is a material breach and grounds for immediate termination under Section 6, without notice.
(d) Purge and certification. On termination, or on Leadership Connect's request after a suspected breach, Licensee shall delete all Data and Output obtained through the MCP Server, including copies held in AI Client histories, logs, embeddings, and caches where Licensee controls them, not more than thirty (30) days after termination or request, consistent with Section 7, and certify the deletion in writing within that period.
(e) Audit. On [15] days' written notice, Licensee shall provide records reasonably needed to verify compliance with this Section 15, including AI Client configuration and Agent usage.
(f) Injunctive relief. Licensee acknowledges that breach of this Section 15 would cause irreparable harm, and Leadership Connect may seek injunctive relief under Section 6 in addition to any other remedy.
(g) Excess-use fees and liquidated damages. Without limiting other remedies, for any Data obtained in breach of Section 15.4 or 15.5, Leadership Connect reserves the right, at its election, to charge Licensee either (i) excess-use fees at Leadership Connect's then-current list rates for comparable data licenses, or (ii) liquidated damages of $50 per record obtained in breach. The parties agree that actual damages from such a breach would be difficult to determine, and that the liquidated amount is a reasonable estimate of those damages and not a penalty.
(h) Survival. Sections 15.2 through 15.6 survive termination or expiration of this Agreement.