Last Updated: May 4th, 2025
These Terms of Service (the “Terms”) are a legal agreement between you (the “Customer”) and Ladderocity, LLC (“Ladderocity”). By accessing or using Ladderocity’s cloud-based services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Services.
Ladderocity and the Customer are each a “Party” and collectively “Parties”. these Terms sets forth the terms and conditions for the purchase, delivery, use, and support of Ladderocity software as a service (SaaS) subscription products and professional services (Services). In consideration of these Terms, the Parties agree as follows:
1. Services
1.1 Services. Ladderocity will (a) make the Services available to Customer and Customer’s Users pursuant to these Terms and any applicable Quote, (b) provide applicable standard support for the Services (or such other level of support specified in the applicable Quote), (c) use commercially reasonable efforts, using applicable current industry practices, to ensure the Services do not contain or transmit any Malicious Code, and (d) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime (of which Ladderocity will give advance notice).
1.2 Subscriptions. Unless otherwise provided in the applicable Quote, Services are purchased as subscriptions. Any such modification to a subscription will be confirmed in writing by Customer, and both Ladderocity and Customer shall be subject to the terms of these Terms with respect to the additional Users and any new Services purchased in connection with such modification.
1.3 Customer Responsibilities. Customer will be responsible for (a) ensuring Customer and its Users comply with terms and conditions of these Terms, (b) the accuracy, quality and legality of the Customer Data, the means by which the Customer obtained the Customer Data and Customer’s use of the Customer Data in connection with the Services, (c) using reasonable efforts to prevent unauthorized access to or use of Services, and provide prompt notice to Ladderocity of any unauthorized access or use, (d) using the Services only in accordance with these Terms, any applicable laws and government regulations, and (e) maintaining the security of end User logins and passwords and ensuring they are not shared by more than one user.
1.4 Restrictions. Customer acknowledges Ladderocity’s exclusive and proprietary interest in the Services. Customer will not, and will ensure its Users do not (a) make any of the Services available to anyone other than Users or use any Services for the benefit of anyone other than Customer and its Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit Protected Health Information (PHI), unless otherwise agreed in writing by the parties, (e) use the Services to store or transmit Malicious Code, (f) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (g) attempt to gain unauthorized access to the Services or its related systems or networks, (h) modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (i) access the Services for the purpose of building, selling or marketing a competitive product or service or copying any Ladderocity technology, (n) disassemble, reverse engineer, or decompile the Services, including Ladderocity technology or otherwise attempt to obtain or perceive the source code of Ladderocity technology, or (o) use the Services in a manner which violates any applicable laws.
1.5 Infringing or Restricted Content. Ladderocity reserves the right to delete or disable content stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the Intellectual Property Rights of others, or if Ladderocity otherwise reasonably believes any such content is in violation of Section 1.4.
1.6 Modifications to Services. The Services may be modified by Ladderocity from time to time as it deems necessary to address changes in technology and the needs of its customers, provided that any such modification will not significantly degrade the functionality of the Services in any material manner. Ladderocity will notify Customer in advance of any material modifications.
1.7 Third Party Services. The Services may permit Customer and its Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that Ladderocity is not the original source and shall not be liable for any inaccuracies contained in any content provided in a Third Party Services. Ladderocity makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. Ladderocity may discontinue access to any Third Party Services through the Services, if the relevant agreement with the applicable third party no longer permits Ladderocity to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under these Terms) occurs during a Subscription Term, Ladderocity will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.
1.8 Samples or Forms. The Software, Services, or Site may include sample forms, form components, policies, procedures, checklists, training requirements, memoranda, letters, or other documents, including financially or legally significant documents such as contracts and other sample content (Example Content). This Example Content is provided solely as examples, and the delivery and use of Example Content does not constitute legal, accounting, or other professional advice. Under no circumstances will Ladderocity or its Affiliates be liable for any loss or damages caused by Customer reliance on information or advice obtained through its Services, including use of any of the Example Content. Customer is responsible for evaluating the accuracy, completeness, or usefulness of any information, opinions, advice, forms, or other Example Content available through Ladderocity Services.
2. Proprietary Rights and Licenses
2.1 Limited License to Use Services. Subject to the terms and conditions of these Terms, Ladderocity hereby grants to Customer a non-exclusive, non-transferable, limited, royalty-free license, without right to sub-license, for the term of each Service Order, to access and use, and to permit its Users to access and use, the Services, solely for Customer’s operations in its ordinary course of business.
2.2 Limited License to Use Customer Data. Customer hereby grants to Ladderocity a non-exclusive, non-transferable, limited, royalty-free license, without right to sub-license (except to its sub-processors, as required for the provision of the Services), to aggregate, compile, transmit, and otherwise use the Customer Data, as necessary to perform the Services, to create Statistical Data and Anonymized Data for the purposes described in 2.3 below and as otherwise may be agreed in writing by Customer.
2.3 Statistical Data and Anonymized Data. Ladderocity tracks and collects certain information about how Users use the Services and uses the information collected to obtain general statistics regarding the use of the Services and to evaluate how Users use and navigate the Services (Statistical Data). Ladderocity may use Statistical Data for Ladderocity’s internal analytical purposes, including the improvement and enhancement of the Services and Ladderocity’s other offerings. At times, Ladderocity may review the Statistical Data of multiple customers and may combine, in a non-personally-identifiable format, the Statistical Data with Statistical Data derived from other customers and users to create aggregate, anonymized data regarding usage history and statistics (Anonymized Data). Anonymized Data will not contain information that identifies or could be used to identify Customer or its Users. Customer agrees that Anonymized Data is not Confidential Information of Customer. Ladderocity may use Anonymized Data to create reports that it may use and disclose for Ladderocity’s commercial or other purposes.
2.4 Reservation of Rights. No rights or licenses are granted except as expressly set forth herein. Without limiting the foregoing, subject to the limited rights expressly granted in this Section 2, all right, title and interest (including all related Intellectual Property Rights) in and to (a) the Services and the Ladderocity technology is retained by Ladderocity, and (b) the Customer Data is retained by Customer.
2.5 Feedback and Volunteered Data. Customer grants Ladderocity a worldwide, perpetual, irrevocable, royalty-free license to use, disclose, reproduce, license or otherwise distribute and incorporate into the Services and the Ladderocity technology any suggestions, enhancements, recommendations, or other feedback provided by Customer or its Users related to Ladderocity Services or Ladderocity technology.
3. Fees
3.1 Fees. Customer will pay Ladderocity all fees specified in the applicable Quote. Except as otherwise specified in these Terms or in the applicable Quote, payment obligations are non-cancelable, and fees paid are non-refundable, and quantities purchased cannot be decreased during the relevant subscription term.
3.1(a) No Refunds; Pro-Rated Exceptions.
Except as otherwise provided herein, all payment obligations are non-cancelable and all amounts paid are non-refundable. Customer shall not be entitled to any refund or credit in the event of early termination, lack of use, or partial use of the Services, unless otherwise explicitly agreed to in writing by Ladderocity. Ladderocity may, in its sole discretion, provide pro-rated credits only in cases where Ladderocity discontinues a materially essential feature of the Services during a Subscription Term and no alternative or workaround is available.
3.2 Payment Terms. Except as otherwise specified in the Quote, fees are billed annually in advance of each year, but regardless of the billing cycle, Customer is responsible for the fees for the applicable subscription term.
3.3 Taxes. The fees set forth in the Quote do not reflect any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchase and use of Services, excluding any taxes based upon Ladderocity’s personal property ownership or net income. If Ladderocity has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 3, Ladderocity will invoice Customer for, and Customer will promptly pay the amount of such Taxes unless Customer provides Ladderocity with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.4 Suspension of Services. If any amount owing by Customer is more than 30 days overdue, Ladderocity may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full.
3.5 Payment Disputes. Ladderocity will not exercise its rights under Section 3.4 so long as Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
4. Customer Data
4.1 Data Protection. Ladderocity will maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Ladderocity personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for Ladderocity to rely upon the security processes and measures utilized by Ladderocity’s cloud infrastructure providers.
4.2 Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on Ladderocity’s systems using the then existing features and functionality of the Services, Ladderocity will, upon Customer’s written request, make the Customer Data available for export by Customer or destroy the Customer Data. Except as otherwise required by applicable law, Ladderocity will have no obligation to maintain or provide any Customer Data more than thirty (30) days after the expiration or termination of these Terms.
5. Term; Termination
5.1 Term of Agreement. Subject to earlier termination, and unless agreed in writing or in the applicable Quote, these Terms begins on the Effective Date and shall continue for a period of 12 months (Subscription Term). The Subscription Term will renew according to renewals detailed in 5.3.
5.2 Termination for Breach. A party may terminate these Terms or any Service Order (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
5.3 Subscription Term and Renewal. At least 30 days prior to the expiration of a Subscription Term, Ladderocity will send a notice to the Customer of the pricing applicable to a renewal subscription for a period equal to the expiring Subscription Term. Unless otherwise agreed in writing or in the applicable Quote, Ladderocity reserves the right to increase the subscription fees. The new Subscription Term shall be deemed to be effective if Customer (a) remits payment to Ladderocity of the fees set forth in the invoice referencing the renewal, or (b) the Customer or any of its Users access or use the Services after the expiration of the previous Subscription Term.
5.4 Effect of Termination. Upon termination of these Terms for any reason, Customer and its Users will cease all use of the Services and, except for Ladderocity’s right to receive accrued but unpaid fees and as provided in Section 10.11 (Survival), Section 1.4, and Section 5.2, all rights and obligations of the parties hereunder will automatically cease.
5.5 Suspension. Ladderocity may suspend Customer’s or any User’s right to access or use any portion of the Services if Ladderocity determines that Customer’s or Users’ use of the Services (i) poses a security risk to the Services, Ladderocity or any third party, (ii) may adversely impact the Services, or the networks or data of any other Ladderocity customer, business partner or service provider, (iii) does not comply with these Terms or applicable law, or (iv) may subject Ladderocity or any third party to liability. Ladderocity will endeavor to provide as much notice as is reasonably practicable under the circumstances, and to reinstate the Services as soon as reasonably practicable following resolution of the issue.
5.6 Termination for Non-Appropriation of Funds. If Customer is subject to federal, state or local law which makes Customer’s financial obligations under these Terms contingent upon sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body), and if such funds are not forthcoming or are insufficient due to failure of such appropriation, then Customer will have the right to terminate the Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available.
5.7 Delayed Implementation or Failure to Launch.
Customer’s failure to initiate, complete, or utilize implementation of the Services shall not relieve Customer of its payment obligations under these Terms. Subscription fees are due in full once the Subscription Term begins, regardless of the Customer's level of engagement with or deployment of the Services. Ladderocity shall not be responsible for delays or failures caused by Customer’s inaction, lack of responsiveness, or failure to allocate sufficient resources to implementation.
6. Representation and Warranties; Disclaimers
6.1 Ladderocity. Ladderocity represents and warrants that (a) it has the full power and authority to enter into these Terms, to perform its obligations under these Terms, and to grant the licenses and rights granted to Customer in these Terms; (b) these Terms are the legal, valid, and binding obligation of Ladderocity; (c) it will comply with all applicable laws relating to its performance and/or obligations under these Terms; (d) it will perform the Services in accordance with these Terms in a timely, professional and workmanlike manner.
6.2 Customer. Customer represents and warrants that (a) it has the full power and authority to enter into these Terms, to perform its obligations under these Terms, and to grant the licenses and rights granted to Ladderocity; (b) these Terms does not conflict with any other contract or obligation to which it is a party or by which it is bound; and (c) it will comply with all applicable laws relating to its performance and/or obligations under these Terms.
6.3 Disclaimer of Implied Warranties. THE WARRANTIES SET FORTH IN SECTION 8.1 AND 8.2 ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY Ladderocity AND CUSTOMER, HEREUNDER, RESPECTIVELY. EACH OF Ladderocity AND CUSTOMER EXPRESSLY DISCLAIMS, AND THE OTHER PARTY HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SUBJECT MATTER OF these Terms, INCLUDING THE SERVICES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OPERATION, UNINTERRUPTED ACCESS, THAT THE SERVICES ARE SECURE, OR THAT THE SERVICES WILL BE AVAILABLE CONSTANTLY AND IN AN UNINTERRUPTED MANNER AND ANY OTHER IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, ALL THIRD-PARTY OFFERINGS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER. Ladderocity MAKES NO WARRANTY THAT THE SERVICES WILL COMPLY WITH THE LAWS (INCLUDING WITHOUT LIMITATION ANY LAWS RESPECTING DATA PRIVACY) OF ANY JURISDICTION OUTSIDE OF THE UNITED STATES OF AMERICA.
7. Limitation of Liability.
7.1 Exclusion of Certain Claims. REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN these Terms FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COST OF COVER OR SUBSTITUTE SERVICES, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF these Terms, INCLUDING LOSS OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, Ladderocity SHALL NOT BE LIABLE FOR THE CRIMINAL ACTS OF THIRD PARTIES.
7.2 Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY UNDER these Terms WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE SUM OF ALL AMOUNTS REQUIRED TO BE PAID BY CUSTOMER TO Ladderocity IN CONNECTION WITH these Terms IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY.
8. General Provisions
8.1 Entire Agreement. these Terms, and attached Quote executed by Customer (or deemed effective under Section 5.3) constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. Any Service Order executed (or deemed effective under Section 5.3) or amended, or any Subscription Term specified in any Service Order which is renewed or otherwise extended, shall be subject to the terms and conditions of these Terms, as so modified or amended.
8.2 No Waiver. The failure of a party to enforce any right or provision in these Terms will not constitute a waiver of such right or provision.
8.3 Assignment. These Terms are not assignable, transferable or sublicensable by Customer except with Ladderocity’s prior written consent.
8.4 Severability. If any provision of these Terms is held invalid or unenforceable by any court of competent jurisdiction, such provision will be deemed stricken from the Agreement and the remaining provisions of these Terms will remain in full force and effect.
8.5 Relationship of Parties. No agency, partnership, joint venture, or employment is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect whatsoever.
8.6 No Third Party Beneficiaries. There are no third-party beneficiaries under these Terms.
8.7 Notices. All notices under these Terms will be in writing and will be deemed to have been duly given (a) when received, if personally delivered; (b) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested.
8.8 Force Majeure. Neither party will be liable for failure to perform its obligations hereunder, except the obligation to make payment due, to the extent that it’s performance is prevented, hindered or delayed as a result of strikes, riots, fires, explosions, acts of God, epidemics, pandemics, acts of terrorism, war, governmental action, labor conditions, internet service interruptions or slowdowns, vandalism or cyber-attacks, or any other cause beyond the reasonable control of such party.
8.9 Electronic Signatures; Counterparts. Signatures and other express indications of agreement sent by electronic means (facsimile or scanned and sent via e-mail or signed by electronic signature service where legally permitted) will be deemed original signatures. these Terms may be signed in multiple counterparts, each of which will be deemed an original and which will together constitute one agreement.
8.10 Survival. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability.
8.11 Marketing and Publicity.
Customer grants Ladderocity the right to use Customer’s name, logo, and non-confidential information regarding Customer’s use of the Services in marketing materials, websites, press releases, social media (including LinkedIn and Facebook), and case studies, solely for the purpose of referencing Customer as a client and describing the services provided.
Ladderocity may also use photos or videos of Customer’s personnel using the Services, provided that such media is captured with Customer’s prior written consent and does not include any confidential, sensitive, or personally identifiable information unless separately authorized by the individuals shown or required by law. Customer shall be responsible for obtaining any necessary internal approvals or individual consents required for such usage.
8.12 Governing Law and Venue.
These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law provisions. Any legal action or proceeding arising under or related to these Terms shall be brought exclusively in the state or federal courts located in Jefferson County, Kentucky, and the parties hereby consent to the personal jurisdiction and venue of such courts.