LeavePort Terms of Service

These Terms of Service ("Terms") govern access to and use of the LeavePort platform, including all associated web applications, dashboards, and services (collectively, the "Service"), provided by LeavePort, LLC ("LeavePort," "we," "us," or "our").

If you are accessing the Service as an employee, contractor, or authorized representative of an organization that has entered into a Master Services Agreement with LeavePort ("Customer"), these Terms apply to your individual use of the Service in addition to - and not in place of - the Master Services Agreement between LeavePort and the Customer. In the event of a conflict between these Terms and the Master Services Agreement, the Master Services Agreement controls.

BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

1. Eligibility

1.1 You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Service.

1.2 You must be accessing the Service in your capacity as an employee, contractor, or authorized representative of a Customer, or as an authorized administrator acting on a Customer's behalf. You may not create an account or use the Service for any purpose unrelated to the leave administration relationship between you and the Customer that provisioned your access.

1.3 By using the Service, you represent that all information you provide during account creation and throughout your use of the Service is accurate and current.

2. Description of Service

2.1 LeavePort is a leave management platform that enables employers to administer employee leave requests, including but not limited to leave under the Family and Medical Leave Act ("FMLA"), applicable state and local paid or unpaid leave laws, and Customer-configured leave policies ("Custom Leaves"). The Service supports functions including leave request submission, eligibility calculation, supporting document upload (including physician certifications), approval workflows, balance tracking, and reporting.

2.2 The Service is a decision-support and administrative tool, not a substitute for legal advice or legal compliance review. LeavePort is not a law firm and does not provide legal advice. Eligibility determinations, accrual calculations, and other outputs generated by the Service are based on rules and data configured by the Customer, and LeavePort makes no representation that use of the Service guarantees compliance with FMLA, any state or local leave law, the Americans with Disabilities Act, or any other applicable law. Customer remains solely responsible for its own legal compliance, and for the accuracy of any leave policy configurations it inputs into the Service.

2.3 LeavePort may modify, update, or discontinue features of the Service at any time. Material changes affecting a Customer's use of core functionality will be communicated in accordance with the applicable Master Services Agreement.

3. Accounts and Access

3.1 Individual credentials. Access to the Service requires an individual account. You may not share your login credentials with any other person, and you are responsible for all activity that occurs under your account.

3.2 Two-factor authentication. The Service requires two-factor authentication as a condition of access. You are responsible for maintaining the security of any device or method used to complete two-factor authentication.

3.3 Role-based access. Your access to information within the Service is scoped according to the role assigned to you by your Customer (for example, as an individual employee submitting leave requests, or as an HR administrator with expanded access). You agree not to attempt to access data or functionality outside your assigned role or permissions.

3.4 Deprovisioning. Customer is solely responsible for promptly deactivating or removing access for any individual whose employment or authorization has ended. LeavePort is not responsible for access retained by a former employee or contractor due to a Customer's failure to timely deprovision that individual's account.

3.5 Account security. You agree to notify LeavePort promptly at keaton@leithead.consulting if you become aware of any unauthorized access to or use of your account.

4. Acceptable Use

You agree not to, and not to permit any third party to:

4.1 Upload, submit, or otherwise provide any false, fraudulent, or knowingly inaccurate information or documentation, including falsified physician certifications or medical documentation;

4.2 Attempt to access any data, account, or system functionality you are not authorized to access, including through credential sharing, privilege escalation, or circumvention of role-based access controls;

4.3 Reverse engineer, decompile, scrape, or otherwise attempt to extract the source code, underlying algorithms, or structure of the Service, except to the extent such restriction is prohibited by applicable law;

4.4 Use any automated means (bots, scripts, scrapers) to access the Service, except through officially supported and authorized integrations;

4.5 Interfere with or disrupt the integrity or performance of the Service, including through introduction of malicious code;

4.6 Use the Service for any purpose other than the leave administration purposes for which it is offered; or

4.7 Upload any data that you do not have the legal right to submit, or that infringes the rights of any third party.

5. Customer Data and Intellectual Property

5.1 Ownership of Customer Data. As between LeavePort and Customer, Customer retains all right, title, and interest in and to all data submitted to the Service by or on behalf of Customer or its employees, including leave requests, supporting documentation, and physician certifications ("Customer Data"). Nothing in these Terms transfers ownership of Customer Data to LeavePort.

5.2 License to LeavePort. Customer and its authorized users grant LeavePort a limited, non-exclusive license to access, host, process, and display Customer Data solely as necessary to provide, maintain, and support the Service, and as otherwise permitted under the applicable Master Services Agreement and Data Processing Addendum.

5.3 De-identified and aggregated data. LeavePort may create and use aggregated and/or de-identified data derived from Customer Data, which does not identify Customer or any individual, for purposes including Service improvement, analytics, and benchmarking products.

5.4 LeavePort IP. LeavePort retains all right, title, and interest in and to the Service, including all software, algorithms, eligibility-calculation logic, user interface designs, templates, and Documentation, and all intellectual property rights therein. Except for the limited access rights expressly granted under these Terms and the applicable Master Services Agreement, no rights are granted to you in the Service.

5.5 Feedback. If you provide LeavePort with suggestions, feedback, or feature requests, you grant LeavePort a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

6. Fees

Fees for the Service are governed exclusively by the Master Services Agreement and/or Order Form entered into between LeavePort and Customer. These Terms do not create any independent payment obligation for individual End Users.

7. Confidentiality

You agree to maintain the confidentiality of any non-public information accessed through the Service relating to other individuals' leave requests, medical information, or personal data, and to access such information only as necessary to perform your role. This obligation survives termination of your access to the Service.

8. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LEAVEPORT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY ELIGIBILITY DETERMINATION OR CALCULATION PRODUCED BY THE SERVICE WILL BE LEGALLY ACCURATE OR COMPLETE. SERVICE-LEVEL COMMITMENTS, IF ANY, ARE SET FORTH EXCLUSIVELY IN THE APPLICABLE MASTER SERVICES AGREEMENT.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEAVEPORT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF LEAVEPORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability to End Users is governed by the limitation of liability terms in the Customer's Master Services Agreement.

9.3 The limitations in this Section 9 do not apply to liability arising from LeavePort's gross negligence, willful misconduct, or breach of Section 7 (Confidentiality), to the extent such limitation is prohibited by applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless LeavePort and its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your fraudulent or knowingly false submissions through the Service; or (c) your violation of applicable law in connection with your use of the Service.

11. Term and Termination

11.1 These Terms remain in effect for as long as you have access to the Service.

11.2 Your access may be terminated or suspended by LeavePort at the direction of Customer, upon termination of your employment or engagement with Customer, or for violation of these Terms.

11.3 Upon termination, your right to access the Service ends immediately. Handling and retention of Customer Data following termination is governed by the applicable Master Services Agreement and Data Processing Addendum, and by LeavePort's Privacy Policy.

11.4 Sections 5 (Customer Data and Intellectual Property, as to ownership and IP provisions), 7 (Confidentiality), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Dispute Resolution) survive termination.

12. Dispute Resolution

12.1 Governing Law. These Terms are governed by the laws of the State of Minnesota, without regard to its conflict of laws principles.

12.2 Venue. Any dispute shall be brought exclusively in the state or federal courts located in Hennepin County, Minnesota, and you consent to the personal jurisdiction of such courts.

13. Modifications to These Terms

LeavePort may update these Terms from time to time. Material changes will be communicated via in-app notice and/or email to the address associated with your account, with an updated "Last Updated" date. Continued use of the Service after the effective date of any change constitutes acceptance of the revised Terms.

14. General Provisions

14.1 Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

14.2 No Waiver. LeavePort's failure to enforce any provision of these Terms does not constitute a waiver of that provision.

14.3 Assignment. You may not assign or transfer your rights under these Terms. LeavePort may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.4 Entire Agreement. These Terms, together with LeavePort's Privacy Policy and, where applicable, the Master Services Agreement between LeavePort and Customer, constitute the entire agreement governing your use of the Service.

14.5 Notices. Notices to LeavePort should be sent to keaton@leithead.consulting.