PROOF PACK CLICKTHROUGH AGREEMENT
PLEASE READ CAREFULLY. BY CLICKING "I AGREE" OR COMPLETING YOUR PURCHASE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS.
This Clickthrough Agreement ("Agreement") is entered into by and between Leap Year Branding LLC ("Leap_Year," "we," "us," or "our") and the purchaser ("Client," "you," or "your") of the Proof Pack service described below. This Agreement becomes effective on the date you complete checkout and submit payment (the "Effective Date").
Services. Leap_Year will provide the Proof Pack service, consisting of three (3) customer stories (each, a "Story"). The Services include: a. Kickoff Session: a consultation with Leap_Year's team to review Client's customers and recommend the three (3) customers or other third parties best suited to participate (each, a "Participant"). b. Participant Coordination: after Client introduces each Participant by email, Leap_Year will handle scheduling and will request a signed release from each Participant. c. Interviews: one (1) remote interview per Story, conducted and recorded by Leap_Year using video conferencing or recording software. Leap_Year does not provide in-person filming under this Agreement. d. Deliverables: for each Story, Leap_Year will provide the following (collectively, the "Deliverables"): i. One (1) hero video, approximately one (1) to two (2) minutes in length; ii. Three (3) short social video clips, approximately fifteen (15) to thirty (30) seconds each, captioned and formatted for vertical viewing; iii. One (1) written case study for Client's website; iv. Case study presentation slides for use in Client's sales materials; v. A bank of pull quotes; and vi. LinkedIn post copy. e. Additional Stories: Client may purchase additional Stories at the then-current per-Story rate. Each additional Story includes the Deliverables listed in Section 1(d) and is governed by this Agreement.
Fees and Payment. The fee for the Proof Pack service is $3,950 (USD). For purchases completed on or before December 11, 2026, the promotional fee is $1,975 (USD). Additional Stories are $1,295 (USD) each, or $795 (USD) each when purchased on or before December 11, 2026. All fees are payable in full at checkout. We reserve the right to not commence Services unless and until payment is made.
Expenses. The Services are performed remotely, and no travel is included. Client agrees to pay or reimburse Leap_Year for any reasonable out-of-pocket expenses incurred in connection with the Services that have been approved in advance by Client.
Intellectual Property. a. With respect to any copyrights in the Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. § 101, Client shall own the copyrights in such Deliverables as a "work made for hire." b. With respect to any of the Deliverables that do not constitute a "work made for hire," Leap_Year hereby irrevocably assigns and shall cause its personnel to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables. Leap_Year shall cause its personnel to irrevocably waive, to the extent permitted by applicable law, any and all claims such personnel may now or hereafter have in any jurisdiction to so-called "moral rights" with respect to the Deliverables. c. Upon full payment of fees, Leap_Year assigns to Client all right, title, and interest in and to the final Deliverables. Leap_Year retains ownership of any pre-existing materials, tools, templates, methodologies, interview frameworks, or know-how used in delivering the Services, but grants Client a perpetual, royalty-free license to use such incorporated elements as part of the Deliverables. d. Third-Party Materials. The Deliverables may include music, stock footage, fonts, or other materials licensed from third parties ("Third-Party Materials"). Third-Party Materials are not assigned to Client and are licensed for use only as part of the Deliverables, subject to the applicable third-party license terms. e. Raw Recordings. Leap_Year will retain the raw, unedited interview recordings and transcripts ("Raw Recordings") and will provide copies to Client upon written request made within ninety (90) days after final delivery. Leap_Year will not use Raw Recordings for any purpose other than performing the Services and as permitted in Section 4(g). f. Client grants Leap_Year, its affiliates and personnel, a limited, non-exclusive, royalty-free, fully paid up, non-transferable, and non-sublicensable, worldwide license during the term to use Client's intellectual property solely to the extent necessary to provide the Services to Client. g. Client grants Leap_Year, its affiliates and personnel, a limited, non-exclusive, royalty-free, fully paid up, non-transferable, and non-sublicensable, worldwide license during and after the term to use the Deliverables in its portfolio, promotional, and sales materials, subject to the terms of each Participant's release.
Confidentiality. From time to time during the Term, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include the final Deliverables or information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 5 by the Receiving Party or any of its employees, personnel, agents or representatives ("Representatives"); (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable law. The Receiving Party shall, for one year from disclosure of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 5 caused by any of its Representatives. At any time during or after the Term, at the Disclosing Party's written request, the Receiving Party and its Representatives shall promptly destroy all Confidential Information and copies thereof (other than backup copies kept in the ordinary course) that it has received under this Agreement.
Client Responsibilities. Client agrees to: a. Participate in the Kickoff Session at a mutually agreed time. b. Send an introduction email from Client to each Participant within seven (7) days after the Kickoff Session. c. Provide timely (i.e., within 48 hours) and accurate information necessary for Leap_Year to perform the Services, including background on each Participant's relationship with Client. d. Review and provide consolidated feedback on Deliverables within three (3) business days of receipt. e. Provide copies of or access to Client's website, brand assets, logos, fonts, documents, or other material as Leap_Year may request in order to carry out the Services in a timely manner, and ensure that they are complete and accurate in all material respects.
Participants and Releases. a. Leap_Year will request that each Participant sign a release permitting the recording and use of their name, likeness, voice, statements, and company name in the Deliverables. Leap_Year will not record an interview with a Participant who has not signed a release. b. Client represents that it has the right to approach each Participant it introduces, and that the participation of each Participant will not violate any agreement between Client and that Participant. c. Participants share their own experiences and opinions. Leap_Year does not script or alter the substance of Participant statements and is not responsible for their accuracy. Client is solely responsible for reviewing the Deliverables before publication, confirming that any factual claims are accurate, and complying with all laws and regulations that apply to its use of testimonials and endorsements, including any required disclosure of a material connection between Client and a Participant. d. Client shall not use any Deliverable in a manner that exceeds the scope of the applicable Participant's release.
Use of Technology and AI Tools. Leap_Year uses a combination of software, including artificial intelligence tools, together with human editing, art direction, and design to record, transcribe, edit, and produce the Deliverables. All Deliverables are reviewed by Leap_Year's team before delivery. Client consents to the processing of interview recordings through such tools solely for the purpose of performing the Services.
Schedule; Timely Decision Making. a. Schedule. Leap_Year will deliver the Deliverables for each Story within approximately three (3) to four (4) weeks after the final interview is recorded. Delivery timelines depend on Client and Participant availability. If Client or a Participant is delayed in scheduling, decision-making, or providing materials, delivery of the Services may be delayed. Leap_Year shall not be liable for any such delay, and Client will be liable in full for all payments for any Services, notwithstanding any such delay. b. Timely Decision Making. Client acknowledges the nature of the Services and Deliverables involves a level of subjectivity and personal preference, and that in order for the Services and Deliverables to be delivered timely and for Leap_Year to allocate its resources properly, Client must make Timely Decisions about look, feel, color, font, and all other design and content aspects of the Services and Deliverables. Client agrees to provide Timely Decisions about all such aspects. If Client does not provide Timely Decisions which results in any delay to any agreed timeline, Leap_Year shall not be liable for any such delay and Client will be liable in full for (i) all payments for any Services, notwithstanding any such delay, and (ii) any loss of or interruption to Leap_Year's business as a result of any such delay. c. Completion Window. Interviews for all Stories must be completed within ninety (90) days after the Effective Date. If an interview is not completed within that window due to Client's delay (including failure to provide introductions), Leap_Year may deem the applicable Story forfeited, and no refund will be due for that Story.
Revisions, Acceptance, and Contact Person. a. Revisions. Each Deliverable includes one (1) round of revisions, based on Client's consolidated feedback. Additional revisions, or changes that alter the agreed scope, may be provided at Leap_Year's then-current rates, subject to Client's prior approval. b. Acceptance. On the earlier of (i) Client's acceptance of a Deliverable or (ii) fourteen (14) days after delivery of revised Deliverables ("Acceptance Date"), Leap_Year shall have no further obligation to provide support or revisions. Acceptance may be evidenced by any reasonable means, including but not limited to written confirmation (e.g., email), publication of the Deliverable on a website, social media, or in external business materials, or use for its intended purpose. c. Contact Person. Each party shall designate a single point of contact ("Contact Person") responsible for managing the relationship under this Agreement. Leap_Year and Client may conclusively rely on the decisions, input, and guidance of the other party's Contact Person as final and binding. Either party may change its designated Contact Person at any time with written notice.
Independent Contractor. Leap_Year is an independent contractor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the parties for any purpose. Any persons employed or engaged by Leap_Year in connection with the performance of our obligations hereunder shall be Leap_Year's employees or contractors, and Leap_Year shall be fully responsible for them.
No Exclusivity. Leap_Year retains the right to perform the same or similar services for other clients, including those in Client's industry, during and after the term of this Agreement.
Publicity and Announcements. Client may publish and distribute the final Deliverables in accordance with this Agreement and each Participant's release. Except for the Deliverables, Client shall not (orally or in writing) publicly disclose or issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence or terms of this Agreement without the prior written approval of Leap_Year.
Non-Solicitation; Liquidated Damages. a. Non-Solicitation. Client agrees that, during the term of this Agreement and for a period of two (2) years following its termination or expiration for any reason, Client shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, consultant, or contractor of Leap_Year to terminate his or her employment with Leap_Year or to discontinue or materially reduce or diminish such person's employment, consultant, contractor, or other business agreement or relationship with Leap_Year. b. Liquidated Damages. In the event of a breach of Section 14(a), Client agrees to pay Leap_Year, as liquidated damages and not as a penalty, the greater of (i) an amount equal to the actual out-of-pocket costs incurred by Leap_Year for a recruiter to replace the solicited individual, plus an amount equal to six (6) months of the compensation paid by Leap_Year to the solicited individual to account for the loss of their services; or (ii) Fifty Thousand Dollars ($50,000). c. Acknowledgement. The parties acknowledge and agree that Leap_Year runs its business utilizing consultants and contractors as well as employees, that this engagement provides for the direct relationship between Client and such employees, consultants, and contractors, and this non-solicit clause protects Leap_Year's legitimate business interests in keeping its team intact in order to service all clients and retain team cohesion. Accordingly, the parties agree that the damages arising from a breach of Section 14(a) would be difficult to ascertain with reasonable certainty, and the amounts specified above represent a fair and reasonable estimate of such damages.
Term and Termination. a. The term of this Agreement commences on the Effective Date and continues until delivery of the Deliverables for all Stories, as determined by Leap_Year. b. Notwithstanding the foregoing, Leap_Year may terminate this Agreement at any time for any or no reason by giving ten (10) days' prior written notice to Client, in which case Leap_Year will refund the per-Story portion of the fee for any Story not yet recorded. c. Either party may terminate this Agreement with immediate effect upon notice to the other party, if the other party: (i) fails to pay any amount when due under this Agreement; (ii) materially breaches any term of this Agreement, in whole or in part, provided that prior to terminating this Agreement the terminating party shall provide written notice of such breach and thirty (30) days' opportunity for the breaching party to cure; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
Cancellations, Replacements, and Refunds. a. Participant Cancellation. If a Participant declines to participate, does not sign a release, or cancels before the interview is recorded, Client may introduce a replacement Participant. If Client chooses not to provide a replacement, Leap_Year will refund the per-Story portion of the fee for that Story, calculated as the total fee paid divided by the number of Stories purchased. b. Recorded Stories. Once an interview has been recorded, the fee for that Story is non-refundable. c. Kickoff. The Kickoff Session fee is included in the first Story and is non-refundable once the Kickoff Session has occurred. d. Rescheduling. If Client cancels or reschedules the Kickoff Session with less than 24 hours' notice more than once, Leap_Year may charge a rescheduling fee of up to $150. e. Except as stated in this Section 16 and Section 15(b), all fees are non-refundable.
Disclaimers; Representations. a. Leap_Year does not guarantee specific business outcomes, revenue, leads, engagement, or results. Client remains solely responsible for how and where it publishes and uses the Deliverables. b. Leap_Year represents and warrants that, to its actual knowledge, none of the Services, Deliverables (excluding Participant statements and materials supplied by Client), or Client's use thereof infringe or will infringe any registered intellectual property of any third party arising under the laws of the United States. c. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 17, (A) NEITHER PARTY HERETO, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 17.
Limitation of Liability. a. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. MAXIMUM LIABILITY. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY PAID TO LEAP_YEAR UNDER THIS AGREEMENT.
Miscellaneous. a. Notices. All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a "Notice") must be in writing and addressed to the relevant party at the address provided at checkout (or to such other address listed on such party's website). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (i) upon receipt by the receiving party and (ii) if the party giving the Notice has complied with the requirements of this Section. b. Assignment; Successors. Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Leap_Year, provided that Client may assign this Agreement to a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of its assets. Any purported assignment or delegation in violation of this Section shall be null and void. Leap_Year may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Client's prior written consent. No assignment shall relieve the assigning party of any of its obligations hereunder. This Agreement will inure to the benefit of and be binding upon each of the parties and each of their respective permitted successors and permitted assigns. c. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. d. Headings. The titles and headings of sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof. e. GOVERNING LAW; ARBITRATION CLAUSE. THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. THE PARTIES TO THIS AGREEMENT SHALL SUBMIT ALL DISPUTES ARISING UNDER THIS AGREEMENT TO ARBITRATION IN NEW YORK CITY, NEW YORK BEFORE THREE (3) ARBITRATORS IN ACCORDANCE WITH JAMS ARBITRATION AND ITS RULES RELATING TO COMMERCIAL DISPUTES. THE ARBITRATORS SHALL BE SELECTED BY APPLICATION OF THE RULES OF JAMS, OR BY MUTUAL AGREEMENT OF THE PARTIES, EXCEPT THAT SUCH ARBITRATORS SHALL EITHER BE AN ATTORNEY ADMITTED TO PRACTICE LAW IN NEW YORK OR A RETIRED JUDGE. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH ARBITRATION AND VENUE AND WAIVE THE DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN SUCH VENUE. NO PARTY TO THIS AGREEMENT WILL CHALLENGE THE JURISDICTION OR VENUE PROVISIONS AS PROVIDED IN THIS AGREEMENT. NOTHING CONTAINED HEREIN SHALL PREVENT EITHER PARTY FROM OBTAINING AN INJUNCTION IN CONNECTION WITH A BREACH OF SECTION 5 OR 14. f. Amendment. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each party. g. No Waiver. Either party's failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision or right under this Agreement. h. No Presumption Against Drafter. Any ambiguities with respect to any provision of this Agreement will be construed fairly as to all parties and not in favor of or against any party. Any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived. i. Survival. The following sections survive termination of this Agreement: Section 4 (Intellectual Property); Section 5 (Confidentiality); Section 7 (Participants and Releases); Section 14 (Non-Solicitation); Section 16 (Cancellations, Replacements, and Refunds); Section 18 (Limitation of Liability); and Section 19 (Miscellaneous). j. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. k. Electronic Acceptance. Client's acceptance of this Agreement by clicking "I Agree" or completing checkout has the same legal effect as a handwritten signature.
BY COMPLETING YOUR PURCHASE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THIS AGREEMENT.