Lola Systems Subscription Agreement
BEFORE YOU USE THE SOFTWARE SUBJECT TO THIS SUBSCRIPTION AGREEMENT (THE "AGREEMENT"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN LOLA SYSTEMS ("OUR", "US", "WE", OR "LOLA SYSTEMS") LOCATED AT 65 ENTERPRISE, ALISO VIEJO, CA 92656 AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED CUSTOMER RELATIONSHIP MANAGEMENT SOFTWARE.
WARNING: LOLA SYSTEMS’ PRODUCT (THE "SOFTWARE" OR "PRODUCTS") IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE, OR ANY PORTION OF IT, MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES, AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW. THE SOFTWARE IS LICENSED, NOT SOLD.
In the following, the “Effective Date” is the date at which you click on the link below to set up your password.
I. Purchased Products and Payment Terms
- This Agreement will be effective for a period of twelve (12) months from the Effective Date, and shall automatically renew for a subsequent 12 month period beginning on the anniversary of the Effective Date and every year thereafter, unless either party provides the other of written notice of its intent not to renew not less than thirty (30) days prior to any renewal. Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement, including non-payment by Licensee of fees due, and fails to cure such breach within thirty (30) days after receipt of written notice of the same. Upon the expiration or effective date of termination of this Agreement for any reason, Lola Systems will cease providing the Software."
- For so long as you are a customer of us and paying the monthly fee as required by this Agreement, Lola Systems grants to you a non-exclusive right to use the Products, subject to the restrictions set forth in this Agreement and any other restrictions communicated by us in writing.
- By signing up for the Products, you agree to pay on a monthly basis the fees ("Service Fee") per individual user at the rates in effect when the charges were incurred.
- Payments may be made in any form that complies with the reseller’s requirements. You will be charged in advance for the Products on the first business day of each month ("Billing Date").
- If we do not receive the full amount of your Service Fee within 15 days of the Billing Date, a late payment charge of 1.5% per month may be added to your bill and immediately become due and payable.
- You agree to pay us all reasonable attorney's fees and costs incurred by us to collect any past due amounts. Your account will be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within 30 days of cancellation or termination of the Products.
- We may amend the fees at any time with thirty (30) days written notice to you.
II. Service Implementation and Registration
- You agree to use the Products only through our website (the "Site") and we reserve approval authority as to the implementation and use of the Products on the Site. We may suspend the Products in the event we find any implementation issues with the Site. Such suspension shall remain in effect until we correct any issues and a suspension shall not relieve you of your payment obligations under the Agreement.
- You agree to provide us with current, complete and accurate registration information for the person(s) using the Products and to maintain and properly update such information ("Registration Data"). You authorize us to obtain credit reports or other background inquiries from time to time to assess your eligibility to continue use of the Products.
- You agree to provide true, accurate, current and complete information about yourself (such information being the "Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Products. Once you subscribe to the Products, you shall receive a unique user Account and password in connection with your account (collectively referred to herein as "IDs"). You agree that you will not allow another person to use your IDs to access and use the Products under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Products using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Products. You agree to immediately notify us of any unauthorized use of your IDs or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Products cannot be guaranteed.
III .Service Use and Limitations
We will make reasonable efforts to keep the Products operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will provide at least 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
IV. Ownership
Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interest in and to the Products, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Products, use of the Products or access to the Products without the express written consent of us. The look and feel of the Products is copyright © 2013 Lola Systems All rights reserved. You may not duplicate, copy or reuse any portion of the visual design elements without the express written consent of us.
V. Termination
You may terminate this Agreement at any time by ceasing all use of the Products or by notifying us. We may terminate this Agreement, at any time, without notice to you, if we believe, in our sole judgment, that you have breached or may breach any term or condition of this Agreement. You agree that termination of this Agreement will not relieve you of any obligation to pay any accrued charges. You shall be charged the full amount of the fee for the month in which the Products were terminated. All sections which by their nature should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
VI. Limitation of Liability
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OF THE PARTIES SET OUT HEREIN, IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE UNDER THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SOFTWARE.
VII. Warranty
WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE PRODUCTS, SUPPORT PRODUCTS OR ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY OF THE MATERIAL CONTAINED WITHIN THE PRODUCTS AND WE MAKE NO WARRANTY THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION.
VIII. Confidentiality
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of Lola Systems and agree that you will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than disclosure to Your authorized employees and agents who are bound to maintain the confidentiality of the Confidential Information. You shall notify Lola Systems in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. You shall return all originals and copies of materials containing Confidential Information upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" means any and all of Lola Systems’ trade secrets, confidential and proprietary information and all other information and data of Lola Systems that is not generally known to the public or other third parties who could derive economic value from its use or disclosure, including, but not limited to, the Software. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, Products, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
IX. Indemnification
You agree to defend, indemnify and hold us harmless from and against any and all liability, loss or damage, cost or expense, including but not limited to court costs, attorneys' fees, and any awards or damages caused by, relating to or incident to: (a) your use of the Products; (b) the Site; (c) claims by your customers; or (d) the products and/or Products offered through the Site.
X. Governing Law
This Agreement will be governed and construed in accordance with the laws of the State of California without regard to its rules governing conflicts of law. Exclusive jurisdiction for any dispute with Lola Systems or in any way relating to this Agreement, resides in the courts of Orange County, California and Licensee submits to the personal jurisdiction of, and venue in, such courts.
XI. Miscellaneous
This Agreement, the web site policies associated with our site through which the Software is accessed and all applicable forms constitute the entire agreement between the parties relating to the Software and supersede all prior or contemporaneous oral or written communications with respect to its subject matter. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representative of the parties. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. The waiver of any breach of this Agreement by either party shall not constitute a continuing waiver or a waiver of any subsequent breach of this Agreement. If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement will not be affected and each such term or provision of this Agreement shall continue to be valid, binding and enforceable to the fullest extent permitted by law. Nothing in this Agreement shall prohibit Lola Systems from furnishing the Products to others, including your competitors.