Terms of Service

These Terms of Service constitute a binding and enforceable legal contract between you and LOU Web Technologies Inc. (“LOU”). Please read them carefully before you start using the LOU website (“Site”) and any services accessible from the LOU Site (“Services”). By using the Site and/or Services you acknowledge that you have read and understood the following terms and conditions, including the terms of our Privacy Policy (collectively, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Site and Services. You may use the Site and the Services solely in accordance with the terms and conditions here under, unless LOU or its representatives execute a separate agreement that explicitly states it governs the use of the Services.

If you do not agree to these terms, please do not connect, access or use the site or the services in any manner.

By accepting these Terms you represent and warrant that any and all information you provide us through the Site and/or the Services is true, accurate and complete. The provision of false or fraudulent information is strictly prohibited.

Accounts and Passwords

You must be 13 years of age or older to use the Services.

A User account is required in order to use the Services (collectively, an “Account”) and you must be a human to to create one. Accounts registered by “bots” or other automated methods are not permitted.

To create an account you must provide the following information: name, company, email, and phone number. You acknowledge and agree that by creating an Account via third party social networks such as Google, you grant LOU access to your public profile on such services.

You must also create a password to access your Account and you are responsible for maintaining the confidentiality of your Account and password. LOU will not be liable for any loss or damage from your failure to comply with this security obligation. Personally identifiable information submitted by you shall be subject to our Privacy Policy.

You may not use the LOU Site for any illegal or unauthorized purpose. You must not, in the use of the LOU Site, violate any laws in your jurisdiction (including but not limited to copyright laws).

Rights to Access and Use

Except as otherwise specified herein, LOU is granting you with a limited personal, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable (at LOU’s discretion) right to access and use the Site and the Services subject to these Terms and in connection with websites, applications, or other web-based services that you own, license, or have a right to use. These Terms do not entitle you to any right or title in the Site and/or the Services (or any part thereof), other than the rights explicitly granted herein.

Use Restrictions

Certain conduct is strictly prohibited on and/or with respect to the Site and/or Services. Your failure to comply with the provisions set forth below may result, in the termination or suspension of your access to the Site and/or Services, which is in LOU’s sole and absolute discretion, and may also expose you to civil and/or criminal liability.

You agree not to, whether by yourself or anyone on your behalf,: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Site and/or Services (or any part thereof); (ii) use the Site and/or Services and/or in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) interfere with or violate any other User or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any Users of the Site and/or Services without their express consent; (iv) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (v) transmit or otherwise make available in connection with the Site and/or Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment; (vi) interfere with or disrupt the operation of the Site and/or Services, or the servers or networks that host the Site and/or Services; (vii) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or Services; (viii) frame or mirror any parts of the Site and/or Services without LOU’s prior express written authorization; (viv) create a database by systematically downloading and storing all or any of the content from the Site and/or Services; (x) impersonate any person or entity or provide false or misleading personal information.

Copyright and Content Ownership

Please ensure that when you use the Site and/or Services, you respect the rights of others including any intellectual property, other proprietary rights and privacy rights of third parties who may have an interest or right in connection with the content you upload and/or provide to LOU, the Site and/or Services (the “User Content”). LOU will not bear any liability for any loss, damage, cost, or expense that you may suffer or incur as a result of or in connection with uploading any User Content and LOU is not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other User of the Site and/or Services. You understand and agree that you are solely responsible for your User Content and the consequences of posting or publishing such User Content, on the Site and/or Services, in any way. You hereby warrant that your User Content is true, current, accurate and complete. You represent and warrant that you are the rightful owner of the User Content you upload to the Site and/or Services or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Content and/or the subjects of such User Content and that such User Content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights.

IT IS YOUR SOLE RESPONSIBILITY TO OBTAIN ANY AND ALL CONSENTS REQUIRED UNDER ANY APPLICABLE LAWS, REGARDING THE POSTING OF ANY PERSONAL INFORMATION OF OTHERS WHICH IS PART OF THE USER CONTENT AND TO ADHERE TO ANY APPLICABLE STATE AND FEDERAL LAWS REGARDING SUCH INFORMATION.

Without derogating from the above, you expressly agree that the User Content that you post or upload will not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is unlawful, defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economic class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; or (v) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited User Content do not constitute an exhaustive list.

LOU explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any User Content available on the Site and/or Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post on the Site and/or Services at your sole expense.

Any User Content you post to the Site will be considered non-confidential and non-proprietary. When you upload, post, publish or make available any User Content on the Site and/or Services, you grant to (i) LOU a non-exclusive, royalty-free license, to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purposes of providing you with the Site and/or Services and to enforce any agreement you may have with LOU.

You acknowledge and understand that LOU may, at its sole discretion, delete or remove any of your User Content made available on the Service. You are solely responsible for the storage of your User Content.

Feedback

In the event that you provide LOU with any suggestions, comments or other feedback relating to the Site and/or Services (collectively, “Feedback”), such Feedback is deemed at the incipiency the sole and exclusive property of LOU and you hereby irrevocably assign to LOU all of its rights, title and interest in and to all Feedback, if any.

Intellectual Property Rights

The Site, the Services, the design, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, LOU’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Site and/or Service and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to LOU. You may not duplicate, copy, or reuse any portion of the Intellectual Property without express written permission.

All logos and other proprietary identifiers used by LOU in connection with the Site, Services, and other LOU products and services are all trademarks and/or trade names of LOU, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Site and/or Services belong to their respective owners (“Third-Party Marks”). No right, license, or interest to LOU Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to LOU Trademarks or the Third-Party Marks and you will not use any of these marks, unless expressly permitted to do so.

Third Party Services

The Services may be linked to and/or through certain third-party websites and other third-party services (collectively, “Third-Party Services”). Such Third-Party Services are independent from the Services. You hereby acknowledge that LOU has no control over such Third-Party Services, and further acknowledge and agree that LOU is not responsible for the availability of Third-Party Services, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services.

You further acknowledge and agree that LOU shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services. Most Third-Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third-Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third-Party Services.

Availability of Services

The availability and functionality of the Site and Services depends on various factors, such as communication networks software, hardware, and LOU’s service providers and contractors. LOU does not warrant or guarantee that the Site and Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.

LOU reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site and/or Services (or any part thereof, including but not limited to the Content) without notice, at any time and at its sole discretion. You agree that LOU shall not be liable to you or to any third party for any modification, suspension, or discontinuance of our Service.

Disclaimer and Warranties

YOUR USE OF THE SITE AND/OR SERVICES IS AT YOUR OWN RISK. THE SITE AND/OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LOU NOR ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDER, EMPLOYEES, OR AGENTS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, USABILITY, SUITABILITY, COMPLETENESS, ACCURACY, EFFECTIVENESS OR AVAILABILITY OF THE SITE AND/OR SERVICES AND/OR ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SITE AND/OR SERVICES.

WITHOUT LIMITING THE FOREGOING, LOU PROVIDES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES THAT THE SITE AND/OR SERVICES WILL BE ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE, SERVICES AND/OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE AND/OR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. LOU MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SITE AND/OR SERVICE AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LOU AND/OR THE LOU REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR SERVICES, USE OR INABILITY TO USE THE SITE AND/OR SERVICES, FAILURE OF THE SITE AND/OR SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SERVICES. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL LOU’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO LOU FOR USE OF THE SERVICES. IF YOU HAVE NOT MADE ANY PAYMENTS TO LOU FOR THE USE OF THE SERVICES, THEN LOU SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

Indemnification

You agree to defend, indemnify and hold harmless LOU, its parents, subsidiaries, affiliates, officers, partners and employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly from: (i) your use of the Site and/or Services (or any part thereof); (ii) breach of these Terms by you; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of (or inability to use) the Services; (iv) your violation of any third party intellectual property rights, privacy rights or other rights through your use of the Services or provision of information to the Services (including but not limited to obtaining consents from the requisite parties); and (v) your violation of any applicable law or regulation.

Amendment of Terms

LOU expressly reserves the right to modify these Terms of Use at any time in its sole discretion. LOU will make commercially reasonable efforts to notify on any substantial changes to these Terms by posting the new Terms on the Site and/or Services and/or by sending you an email regarding such changes to the email address that is registered under your Account. Such substantial changes will take effect seven (7) days after such notice was provided on any of the above mentioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Service after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. Please note that in the event that the Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.

Termination of Service

LOU has the right to terminate or suspend your access to all or part of the Site and/or Services for any or no reason, including without limitation, any violation of these Terms of Use.

Additionally, LOU may at any time, at its sole discretion, cease the operation of our Site and/or Services or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that LOU does not assume any responsibility with respect to, or in connection with the termination of our Site and/or Services’ operation and loss of any data.

Publicity

You grant LOU the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications, subject to your standard trademark usage guidelines as provided to us from time-to-time. If you don’t want to be listed, you may send an email to contact@louassist.com declining to be used as a reference.

Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of law provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remainder of the Terms will continue in full force and effect. Any waiver of any provision of the Terms will be effective only if in writing and signed by an authorized representative of LOU.

Access Rights, Limited License, Implementation Services and Support Services, Authorized Users

Subject to the terms of these Terms and Conditions, Company hereby grants Customer during the Pilot Term a non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable right to access the Services solely for the purpose of permitting Customer’s employees to create interactive tutorials regarding the Platform (“Tutorials”) that may be deployed on the Platform and viewed in the United States by users of the Platform (“Platform Users”). Customer may record the Tutorials in video format (“Recorded Tutorials”).

Subject to the terms of these Terms and Conditions, to the extent Company provides Customer with any software as part of the Implementation Services to enable Customer to access the Services (“Software”), Company hereby grants Customer during the Pilot Term a non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable license to reproduce such software in object code only on hardware owned or controlled by Customer solely for Customer’s creation of Tutorials by Customer’s employees.

As part of the registration process, Customer shall create an administrative user name and password for Customer’s account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

Subject to the terms of these Terms and Conditions, Company will provide Customer with the implementation services set forth in Exhibit A (the “Implementation Services”) and the technical support services set forth in Exhibit B (the “Support Services”).
Customer’s employees who build the Tutorials and Platform Users (collectively, “Authorized Users”) shall be subject to separate Authorized User terms of use to be accepted by each Authorized User. Customer shall be solely responsible for each Authorized User’s compliance with the terms of these Terms and Conditions that are applicable to Authorized Users and the then-current Authorized User terms of use as well as the actions of Authorized Users.

Restrictions and Responsibilities

Customer shall not, directly or indirectly, and shall cause Authorized Users to not: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the Software; (ii) modify, translate, or create derivative works based on the Services or the Software; (iii) license, distribute, rent, lease, sell as a service, assign or otherwise transfer or grant rights in or to the Services or the Software to a third party; (iv) remove any proprietary notices or labels from the Services or the Software; (v) disclose the administrative user name or password for Customer’s account to a third party; or (vi) develop a competitive product or service using ideas, features, functions or graphics that are similar to those of the Services or the Software. Customer shall not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms and Conditions and will be prohibited except to the extent expressly permitted by the terms of this Terms and Conditions.

Customer represents, covenants, and warrants that Customer and Authorized Users will use the Services and that Customer and its employees will use the Software only in compliance with Company’s standard published policies then in effect, including the Authorized User terms of use, and all applicable laws and regulations. Although Company has no obligation to monitor Customer and Authorized User’s use of the Services or Customer and its employees’ use of the Software, Company may do so and may prohibit any use of the Services or the Software that it believes may be in violation of the foregoing. Customer shall be responsible for providing, obtaining and/or maintaining all information, resources, equipment and assistance needed to connect to, access or otherwise use the Services and the Software and for Company to perform the Implementation Services and the Support Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like. Customer shall also be responsible for maintaining the security of such equipment, Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or such equipment, regardless of whether such use was with Customer’s knowledge or consent.

Customer shall not make the Tutorials available to any Platform Users that are located outside of the United States.

Confidentiality, Proprietary Rights, Customer Data, Statistical Data

As used herein, “Confidential Information” means all confidential information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information of Company includes non-public information regarding features, functionality and performance of the Services and the Software. Confidential Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services, the Implementation Services and/or the Support Services and any key performance indicators that Customer provides to Company in accordance with this Section 3 (collectively, “Customer Data”).

The Receiving Party agrees: (i) to observe complete confidentiality with respect to the Confidential Information of the Disclosing Party; (ii) not to use (except in performance of the Services, the Implementation Services or the Support Services or as otherwise permitted herein) or divulge to any third person the Confidential Information of the Disclosing Party and (iii) to only provide access to the Disclosing Party’s Confidential Information to those of the Receiving Party’s employees, officers, agents and independent contractors who have a need-to-know such confidential information and who, prior to receiving access to such confidential information, have executed and are bound by an agreement that prohibits them from disclosing or using such confidential information other than for the benefit of the Receiving Party in accordance with these Terms and Conditions. Without limiting the generality of the foregoing, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care.
The Receiving Party may disclose the Disclosing Party’s Confidential Information if required by law or court order, provided that the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense.

Company shall own and retain all right, title and interest in and to the Services and Software, including all improvements, enhancements or modifications to either of the foregoing, Statistical Data (as defined in this Section 3), and any other Confidential Information of Company which Customer may have access to in connection with their use of the Services and the Software, including all intellectual property rights related to any of the foregoing, and no rights or licenses are granted in or to any of the foregoing except for the limited access rights with respect to the Services granted in Section 1 and the limited license rights with respect to the Software granted in Section 1. Customer owns all Customer Data and, except as expressly provided in this Section 3 with respect to Anonymized Customer Data (as defined in this Section 3), Company shall only access and use the Customer Data as necessary to provide the Services, the Implementation Services and the Support Services. Company shall have the right to anonymize Customer Data so that it is in a form that cannot be used to identify Customer (“Anonymized Customer Data”) and process and analyze the Anonymized Customer Data alone or in conjunction with other data and information relating to the provision, use and performance of various aspects of the Services, the Software and related systems and technologies (collectively, “Statistical Data”) for the purpose of improving, benchmarking and enhancing the Services, the Software and for other development, diagnostic and corrective purposes in connection with the Services, the Software and other Company offerings.

Customer shall share with Company, to the best of Customer’s knowledge, certain key performance indicators specified by Company, including (a) churn rate (b) activation rate and (c) time spent on customer support, prior to Customer’s use of the Services so that Company can quantify how successful the Services were in improving the Customer’s customer success.

Term and Termination

Subject to earlier termination as provided below, these Terms and Conditions will terminate upon the expiration of the Pilot Term.

Either party may terminate these Terms and Conditions at any point during the Pilot Term upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of these Terms and Conditions and fails to cure such breach within such thirty (30)-day period.

Upon termination of these Terms and Conditions, (i) Customer and Authorized Users’ access to the Services shall immediately cease and Customer will not be able to create new Tutorials and its existing Tutorials will no longer be interactive, provided that Customer may continue to make available any Recorded Tutorials that were created prior to such termination; (ii) the license granted in Section 1 will immediately terminate and Customer shall delete all copies of the Software from the hardware on which it was installed and provide written certification of the same to Company; (iii) Customer shall pay all of the undisputed Pilot Services Fees owned under the Order Form within five (5) business days; (iv) upon Customer’s request within fifteen (15) days of termination, Company shall, within two (2) weeks of receiving such a request, extract the Customer Data from the Services and return it to Customer and (v) the Receiving Party shall immediately return to the Disclosing Party, or at the Disclosing Party’s request destroy, all Confidential Information of the Disclosing Party and provide written certification of the same to the Disclosing Party.

To continue to receive access to the Services after termination of these Terms and Conditions, Customer must enter into Company’s standard SaaS Agreement before the end of the Pilot Term at Company’s then-current fees.

Sections 3 through 9 will survive the termination of these Terms and Conditions for any reason.

Disclaimer

THE SERVICES, THE SOFTWARE, THE IMPLEMENTATION SERVICES AND THE SUPPORT SERVICES ARE PROVIDED “AS IS” “WHERE-IS” AND “AS-AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, AND COMPANY DISCLAIMS ON BEHALF OF ITSELF AND ITS MEMBERS, STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THIRD-PARTY SUPPLIERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “COMPANY PARTIES”) ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND THE COMPANY PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY (I) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT OR (II) DIRECT DAMAGES IN EXCESS OF ONE ($1) U.S. DOLLAR, IN EACH CASE, WHETHER OR NOT COMPANY OR A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

Customer hereby agrees to defend, indemnify and hold harmless Company and the Company Parties from and against any and all damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from (i) Customer’s or any Authorized User’s use of the Services; (ii) Customer or any Authorized User’s negligence or willful misconduct; or (iii) Customer’s breach of these Terms and Conditions.

Miscellaneous

If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable. These Terms and Conditions are not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under these Terms and Conditions without consent. These Terms and Conditions are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous and contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and Conditions, and no waivers or modifications to these Terms and Conditions will be effective unless in a writing signed by both parties. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under these Terms and Conditions, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms and Conditions shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one (1) mutually agreed upon press release within ninety (90) days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference upon Company’s request.

Exhibit A

Implementation Services LOU Builder Training: members of Company will dedicate up to two (2) hours of service (via webinar) to teach the leadership team of Customer (up to ten (10) people) how to create interactive tutorials within the LOU Builder. LOU Player Deployment: Upon completion of LOU Builder Training, members of Company will dedicate up to four (2) hours of service (via webinar) to assist in the deployment of the Services to the Platform and Platform Users.

Exhibit B

Support Services Company will provide technical support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by emailing support@louassist.com. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

Contact

If you have any questions (or comments) concerning the Terms or the Site and/or the Services, you are welcome to contact us at contact@louassist.com.

These Terms of Service were last updated on 05/22/19.