Cassette Enterprise Terms of Service
9.2 Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION 9, THE ENTERPRISE SERVICE, DOWNLOADABLE SOFTWARE, SUPPORT SERVICES, ANCILLARY SERVICES, AND THIRD-PARTY OFFERINGS ARE PROVIDED ON AN AS-IS BASIS. CUSTOMER’S USE OF THE ENTERPRISE SERVICE, DOWNLOADABLE SOFTWARE, SUPPORT SERVICES, ANCILLARY SERVICES, AND THIRD-PARTY OFFERINGS IS AT ITS OWN RISK. LEMONADE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY WARRANTIES MADE BY LEMONADE ARE FOR THE BENEFIT OF CUSTOMER ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY.
NO AGENT OF LEMONADE IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF LEMONADE AS SET FORTH HEREIN. LEMONADE DOES NOT WARRANT THAT: (A) THE USE OF THE ENTERPRISE SERVICE OR DOWNLOADABLE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE ENTERPRISE SERVICE OR DOWNLOADABLE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) THE QUALITY OF ANY TRANSCRIPTION, INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH USE OF THE ENTERPRISE SERVICE AND DOWNLOADABLE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (D) THE SERVICES AND DOWNLOADABLE SOFTWARE WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE ENTERPRISE SERVICE AND/OR DOWNLOADABLE SOFTWARE WILL BE CORRECTED; OR (E) THE SERVER(S) THAT MAKE THE ENTERPRISE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USE OF THE ENTERPRISE SERVICE AND DOWNLOADABLE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LEMONADE AND ITS THIRD PARTY SUPPLIERS ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
10.1 Lemonade Indemnity.
(a) General. Lemonade, at its expense, shall defend Customer and its officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Enterprise Service or Downloadable Software infringes any copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement, award or by a final judicial judgment) incurred by the Customer Indemnified Parties from any such Third-Party Claim. Lemonade’s obligations under this Section are conditioned upon (i) Lemonade being promptly notified in writing of any claim under this Section, (ii) Lemonade having the sole and exclusive right to control the defense and settlement of the claim, and (iii) Customer providing all reasonable assistance (at Lemonade’s expense and reasonable request) in the defense of such claim. In no event shall Customer settle any claim without Lemonade’s prior written approval. Customer may, at its own expense, engage separate counsel to advise Customer regarding a Claim and to participate in the defense of the claim, subject to Lemonade’s right to control the defense and settlement.
(b) Mitigation. If any claim which Lemonade is obligated to defend has occurred, or in Lemonade’s determination is likely to occur, Lemonade may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the Enterprise Service, (b) substitute a functionality equivalent, non-infringing replacement for such the Enterprise Service, (c) modify Enterprise Service and/or Downloadable Software to make it non-infringing and functionally equivalent, or (d) terminate these Terms and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Enterprise Service due to such claim and the remaining days in the then-current Subscription Term.
(c) Exclusions. Notwithstanding anything to the contrary in these Terms, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer’s use of infringing Customer Data; (ii) use of the Enterprise Service in combination with any software, hardware, network or system not supplied by Lemonade where the alleged infringement relates to such combination, (iii) any modification or alteration of the Enterprise Service other than by Lemonade, (iv) Customer’s continued use of the Enterprise Service after Lemonade notifies Customer to discontinue use because of an infringement claim, (v) Customer’s violation of applicable law; (vi) Third Party Offerings; or (viii) Customer Systems.
(d) Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF LEMONADE WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE ENTERPRISE SERVICE, THE DOWNLOADABLE SOFTWARE OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF LEMONADE WITH RESPECT THERETO.
10.2 Customer Indemnity. Customer shall defend Lemonade, Lemonade’s licensors and their respective officers, directors and employees (“Lemonade Indemnified Parties”) from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Customer Data (and the exercise by Lemonade of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Customer’s use or alleged use of the Enterprise Service or Downloadable Software other than as permitted under these Terms; or (c) arising from the occurrence of any of the exclusions set forth in Section 10.1(c). Customer shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) incurred by the Lemonade Indemnified Parties from any such Third-Party Claim. Customer’s obligations under this Section are conditioned upon (x) Customer being promptly notified in writing of any claim under this Section, (y) Customer having the sole and exclusive right to control the defense and settlement of the claim, and (z) Lemonade providing all reasonable assistance (at Customer’s expense and reasonable request) in the defense of such claim. In no event shall Lemonade settle any claim without Customer’s prior written approval. Lemonade may, at its own expense, engage separate counsel to advise Lemonade regarding a Third-Party Claim and to participate in the defense of the claim, subject to Customer’s right to control the defense and settlement.
11.1 Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these Terms, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the terms of these Terms and any Order Form or Statement of Work. Confidential Information also includes all summaries and abstracts of Confidential Information.
11.2 Non-Disclosure. Each party acknowledges that in the course of the performance of these Terms, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under these Terms. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and agents who need access to such Confidential Information in order to effect the intent of these Terms and who are subject to confidentiality obligations at least as stringent as the obligations set forth in these Terms.
11.3 Exceptions to Confidential Information. The obligations set forth in Section 11.2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of these Terms or any obligation of confidentiality by the Receiving Party. Nothing in these Terms shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
11.4 Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
12. PROPRIETARY RIGHTS.
12.1 Enterprise Service and Downloadable Software. As between Lemonade and Customer, all right, title and interest in the Enterprise Service, Downloadable Software and any other Lemonade materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Enterprise Service or Downloadable Software, including all copyright rights, patent rights and other Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Lemonade or Lemonade’s licensors and providers, as applicable. Customer hereby does and will irrevocably assign to Lemonade all evaluations, ideas, feedback and suggestions made by Customer to Lemonade regarding the Enterprise Service (collectively, “Feedback”) and all Intellectual Property Rights in the Feedback.
12.2 Customer Data. As between Lemonade and Customer, all right, title and interest in (a) the Customer Data, (b) other information input into the Enterprise Service by Customer (collectively, “Other Information”) and (c) all Intellectual Property Rights in each of the foregoing, belong to and are retained solely by Customer. Customer hereby grants to Lemonade a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Lemonade to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify and distribute the Other Information as a part of the Aggregated Statistics (as defined in Section 12.3 below).
12.3 Aggregated Statistics. Notwithstanding anything else in these Terms or otherwise, Lemonade may monitor Customer’s use of the Enterprise Service and Downloadable Software and use data and information related to such use, the Customer Data, and Other Information in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Enterprise Service and Downloadable Software (“Aggregated Statistics”). As between Lemonade and Customer, all right, title and interest in the Aggregated Statistics and all Intellectual Property Rights therein, belong to and are retained solely by Lemonade. Customer acknowledges that Lemonade will be compiling Aggregated Statistics based on Customer Data, Other Information, and information obtained from other customers into the Enterprise Service and Customer agrees that Lemonade may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or Customer’s Confidential Information.
12.4 Lemonade Developments. All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of Lemonade, whether solely or jointly, including without limitation, in connection with Lemonade’s performance of the Ancillary Services hereunder, including (unless otherwise expressly set forth in an applicable SOW) all Deliverables (“Lemonade Developments”) and all Intellectual Property Rights therein, shall be the sole and exclusive property of Lemonade. Customer agrees that, to the extent that the ownership of any contribution by Customer or its employees to the creation of the Lemonade Developments is not, by operation of law or otherwise, vested in Lemonade, Customer hereby assigns and agrees to assign to Lemonade all right, title and interest in and to such Lemonade Developments, including without limitation all the Intellectual Property Rights therein, without the necessity of any further consideration.
12.5 Further Assurances. To the extent any of the rights, title and interest in and to Feedback or Lemonade Developments or Intellectual Property Rights therein cannot be assigned by Customer to Lemonade, Customer hereby grants to Lemonade an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest. Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Lemonade may reasonably request, to perfect ownership of the Feedback and Lemonade Developments. If Customer is unable or unwilling to execute any such document or take any such action, Lemonade may execute such document and take such action on Customer’s behalf as Customer’s agent and attorney-in-fact. The foregoing appointment is deemed a power coupled with an interest and is irrevocable.
12.6 License to Deliverables. Subject to Customer’s compliance with these Terms, Lemonade hereby grants Customer a limited, non-exclusive, non-transferable license during the Subscription Term to use the Deliverables solely in connection with Customer’s authorized use of the Enterprise Service and/or Downloadable Software. Notwithstanding any other provision of these Terms: (i) nothing herein shall be construed to assign or transfer any Intellectual Property Rights in the proprietary tools, source code samples, templates, libraries, know-how, techniques and expertise (“Tools”) used by Lemonade to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables; and (ii) the term “Deliverables” shall not include the Tools.
13. LIMITATION OF LIABILITY.
13.1 No Consequential Damages. NEITHER LEMONADE NOR LEMONADE’S LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF LEMONADE OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE ENTERPRISE SERVICE, DOWNLOADABLE SOFTWARE, ANCILLARY SERVICES, SUPPORT SERVICES OR THE RESULTS OF THE USE THEREOF. LEMONADE WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
13.2 Limits on Liability. NEITHER LEMONADE NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE LESSER OF (a) THE AMOUNTS PAID BY CUSTOMER TO LEMONADE UNDER THESE TERMS DURING THE PERIOD OF THREE (3) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, AND (b) $10,000, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.
13.3 Essential Purpose. Customer acknowledges that the terms in this Section 13 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
14. TERM AND TERMINATION.
14.1 Term. The term of these Terms commence on the Activation Date and continue until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in these Terms. Except as otherwise specified in the applicable Order Form, Subscription Terms for all Users shall automatically renew for additional periods equal to the expiring Subscription Term unless one party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then current Subscription Term. The per-unit pricing during any automatic renewal term shall be the same as that during the immediately prior term unless Lemonade has given Customer written notice of a pricing increase at least sixty (60) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter; provided however that no such pricing increase shall occur until after expiration of the then current Subscription Term.
14.2 Termination for Cause. A party may terminate these Terms, any Statement of Work (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of these Terms and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the parties may agree. Upon any termination for cause by Customer, Lemonade shall refund Customer any prepaid fees for the remainder of the terminated Subscription Terms after the effective termination date. Upon any termination for cause by Lemonade, Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Lemonade for the period prior to the effective date of termination.
14.3 Termination for Convenience. At any time after the Initial Term, Customer shall have the right to terminate any Subscription Term for convenience on at least thirty (30) days prior written notice to Lemonade; provided, however, that under no circumstances shall Customer be entitled to any refund of any Fees for such terminated Subscription Term. Lemonade shall have the right to terminate any Subscription Term for convenience on at least thirty (30) days prior written notice to Customer. If Lemonade exercises such termination right, Lemonade shall refund to customer the amount of any pre-paid fees for the terminated subscription term.
14.4 Effects of Termination. Upon expiration or termination of these Terms, (a) Customer shall cease use use of and access to the Enterprise Service and Downloadable Software, and the performance of all Support Services and Ancillary Services shall cease; (b) all Order Forms and Statements of Work shall terminate; and (c) all fees and other amounts owed to Lemonade shall be immediately due and payable by Customer, including without limitation, all fees incurred under any outstanding Statement of Work up through the date of termination for any Ancillary Services completed and a pro-rated portion of the fees incurred for any partially completed Ancillary Services. Lemonade does not store Customer Data. All Customer Data will be deleted upon the removal of the Downloadable Software from Customer’s mobile device. Customer is therefore solely responsible for backing up any Customer Data that it wishes to keep.
14.5 Survival. This Section and Sections 1, 2.4, 9.2, 10 , 11 , 12 , 13 , 14.4 , and 15 shall survive any termination or expiration of these Terms.
15.1 Notices. Lemonade may give notice to Customer by means of a general notice through the Enterprise Service interface, electronic mail to the Primary Contact’s e-mail address on record with Lemonade, or by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service to Customer’s address on record with Lemonade. Customer may give notice to Lemonade by written communication sent by first class postage prepaid mail or nationally recognized overnight delivery service addressed to Lemonade Factory, Inc., 63 Rondel Pl, San Francisco, CA 94103. Notice shall be deemed to have been given upon receipt or, if earlier, two (2) business days after mailing, as applicable. All communications and notices to be made or given pursuant to these Terms shall be in the English language.
15.2 Governing Law. These Terms and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the United States and the State of California as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms. Any dispute arising out of or in connection with these Terms, including but not limited to any question regarding its existence, interpretation, validity, performance, or termination, or any dispute between the parties arising from the parties' relationship created by these Terms, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association under its rules. The number of arbitrators shall be one (1). The parties shall endeavor to agree upon the sole arbitrator and jointly nominate the arbitrator. If the parties cannot agree upon the sole arbitrator within a time prescribed by AAA, the parties shall request the AAA to propose five (5) arbitrators and each party shall rank the proposed arbitrators. The AAA shall appoint an arbitrator from the list of five (5), based upon the parties' rankings. The seat, or legal place of arbitration shall be California, United States. Notwithstanding the foregoing, Lemonade has the right to pursue equitable relief in the state and federal courts located in California, and Customer agrees to the exclusive jurisdiction and venue of such courts.
15.3 Publicity. Lemonade has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services provided hereunder in each case in Lemonade business development and marketing efforts, including without limitation Lemonade’s web site. Customer agrees to reasonably participate in press announcements, case studies, trade shows, or other forms reasonably requested by Cassette and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.
15.4 No Solicitation of Employees. Customer agrees that, so long as the Subscription Term remains in effect, and for a period of one (1) year following the last Subscription Term hereunder to terminate or expire, it will not directly solicit for employment the employees of Lemonade without Lemonade’s prior written consent; provided, however, that the foregoing prohibition shall not preclude the hiring by Customer of any individual who responds to a general solicitation or advertisement, whether in print or electronic form, only job postings and social networking sites.
15.5 U.S. Government Customers. If Customer is a Federal Government entity, Lemonade provides the Enterprise Service, the Downloadable Software and related software and technology for ultimate Federal Government end use solely in accordance with the following: Government technical data rights include only those rights customarily provided to the public with a commercial item or process and Government software rights related to the Enterprise Service and Downloadable Software include only those rights customarily provided to the public, as defined in these Terms. The technical data rights and customary commercial software license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in these Terms.
15.6 Export. The Enterprise Service and Downloadable Software utilize software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Enterprise Service and Downloadable Software shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Enterprise Service and/or Downloadable Software, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Enterprise Service and/or Downloadable Software may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Lemonade and its licensors make no representation that the Enterprise Service or Downloadable Software is appropriate or available for use in other locations. General. Customer shall not assign its rights hereunder, or delegate the performance of any of its duties or obligations hereunder, whether by merger, acquisition, sale of assets, operation of law, or otherwise, without the prior written consent of Lemonade. Any purported assignment in violation of the preceding sentence is null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties thereto. Except as otherwise specified in these Terms, these Terms may be amended or supplemented only by a writing that refers explicitly to these Terms and that is signed on behalf of both parties. No waiver will be implied from conduct or failure to enforce rights. No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted. If any of these Terms is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of the Terms will remain in full force. The parties are independent contractors and nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. These Terms, including all applicable Order Forms, and Statements of Work, constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral. Except for Customer’s payment obligations hereunder, neither party shall be liable to the other party or any third party for failure or delay in performing its obligations under these Terms when such failure or delay is due to any cause beyond the control of the party concerned, including, without limitation, acts of God, governmental orders or restrictions, fire, or flood, provided that upon cessation of such events such party shall thereupon promptly perform or complete the performance of its obligations hereunder.
THESE TERMS OF SERVICE (THE "TERMS") ARE A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER") AND LEMONADE FACTORY, INC. ("LEMONADE"). BY EXECUTING AN ORDER FORM THAT INCLUDES THESE TERMS BY REFERENCE OR USING THE ENTERPRISE SERVICE (AS DEFINED BELOW), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED AND ACCEPTS THESE TERMS. IF YOU ARE AGREEING TO THESE TERMS AS AN INDIVIDUAL, “CUSTOMER” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY AND ALL THE USERS SPECIFIED IN THE ORDER FORM. IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE ENTERPRISE SERVICE. LEMONADE MAY MAKE CHANGES TO THE SERVICES AT ANY TIME. IN ADDITION, LEMONADE MAY MAKE CHANGES TO THESE TERMS AT ANY TIME AND LEMONADE WILL POST NOTICE OF THE CHANGES AND THE UPDATED TERMS. CUSTOMER’S CONTINUED USE OF THE ENTERPRISE SERVICE AFTER SUCH CHANGES HAVE BEEN POSTED WILL SIGNIFY CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS.
1.1 “Activation Date” means the date, set forth in the applicable Order Form, on which the Enterprise Service is scheduled to be made available to Customer.
1.2 “Ancillary Services” means implementation, training or consulting services that Lemonade may perform as described in a SOW executed by the parties.
1.3 “Customer Data” means all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Customer or any User and received and analyzed by the Enterprise Service.
1.4 “Customer Systems” means all computer hardware, software, modems, routers and other communications equipment necessary for Customer and its Users to access and use the Enterprise Service and Downloadable Software.
1.5 “Documentation” means the online user instructions and help files made available by Lemonade for use with the Enterprise Service, as may be updated from time to time by Lemonade .
1.6 “Enterprise Service” means Lemonade’s Cassette service provided by Lemonade to Customer pursuant to these Terms.
1.7 “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
1.8 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.9 “Maximum Transcription Limit” means the maximum number of minutes of recorded audio per month that Customer and its Users are permitted to transcribe using the Enterprise Service.
1.10 “Order Form” means the ordering documents for Services purchased from Lemonade that are executed hereunder by the parties from time to time, including modifications, supplements and addenda thereto. Executed Order Forms shall be deemed incorporated herein.
1.11 “Services” means the Enterprise Service, Support Services, and any Ancillary Services.
1.12 “Statement of Work” or “SOW” means a written statement of work entered into and signed by the parties describing Ancillary Services to be provided by Lemonade to Customer.
1.13 “Subscription Term” means the subscription period for Customer’s use of the Enterprise Service set forth in an Order Form.
1.14 “Support Services” means the support and maintenance services offered by Lemonade as set forth in Exhibit A.
1.15 “Third Party Offerings” means certain software or services delivered or performed by third parties that are required for the operation of the Enterprise Service.
1.16 “Users” means Customer’s employees (a) for whom access to the Enterprise Service during the Subscription Term has been purchased pursuant to an Order Form, (b) who are authorized by Customer to access and use the Enterprise Service, and (c) who have been supplied user identifications and passwords for such purpose by Customer (or by Lemonade at Customer’s request).
2. ORDERS; LICENSES; AND RESTRICTIONS.
2.1 Orders. Subject to the terms and conditions contained in these Terms, Customer may purchase subscriptions for Users to access and use the Enterprise Service pursuant to Order Forms. Unless otherwise specified in the applicable Order Form, (a) Enterprise Service are purchased as User subscriptions and may be accessed by no more than the number of Users specified in the applicable Order Form, (b) the Maximum Transcription Limit may not be extended; (c) additional User subscriptions may be added at any time during the applicable Subscription Term at the same pricing terms applicable to the pre-existing subscriptions thereunder, prorated for the remainder of the Subscription Term in effect at the time the additional User subscriptions are added, and (d) the added User subscriptions shall terminate on the same date as the pre-existing User subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Enterprise Service. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Lemonade regarding any future functionality or features. If there is any inconsistency between an Order Form and these Terms, the Order Form controls.
2.2 Access and Use License. Subject to Customer’s compliance with the terms and conditions contained in these Terms, Lemonade hereby grants to Customer, during the relevant Subscription Term, a limited, non-exclusive, non-transferable (a) right for its Users to access and use the Enterprise Service in accordance with the Documentation, and (b) license to download any software offered by Lemonade and required for access and use of the Enterprise Service (the “Downloadable Software”), in each case solely for Customer’s internal business purposes and not for the benefit of any other person or entity. Customer’s use of the Enterprise Service may be subject to certain limitations, such as, for example, limits on transcription minutes. Any such limitations will be specified either in the Order Form or in the Documentation. All references to Enterprise Service shall include Downloadable Software.
2.3 Downloadable Software. Use of the Enterprise Service requires Users to install a mobile application available for use on Apple mobile devices (“Mobile App”). The Mobile App shall be considered Downloadable Software. Use of the Mobile App requires a mobile device that is compatible with the applicable Mobile App. Lemonade does not warrant that the Mobile App will be compatible with every mobile device. Subject to Customer’s compliance with the terms and conditions contained in these Terms, Lemonade hereby grants to Customer, during the relevant Subscription Term, a limited, non-exclusive, non-transferable, revocable, license for its Users to install use object code copies of the Mobile App on mobile devices used to access and use the Enterprise Service. Customer acknowledges that Lemonade may from time to time issue upgraded versions of the Mobile App, and may automatically electronically upgrade the version of the Mobile App that is being used on a User’s mobile device. Customer, on behalf of itself and its Users, consents to such automatic upgrading and agrees that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile App or any copy thereof, and Lemonade and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile App (and any copy of the Mobile App). Standard carrier data charges may apply to use of the Mobile App. Customer acknowledges that all Customer Data is stored on the mobile device on which the Mobile App is installed and is not stored by Lemonade. Removal of the Mobile App from the mobile device will delete all Customer Data from the mobile device. Customer is therefore solely responsible for ensuring that the mobile device and Customer Data are properly backed up.
The following additional terms and conditions apply with respect to any Mobile App that we provide to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):
(a) These Terms are between Customer and Lemonade only, and not with Apple, Inc. (“Apple”).
(b) All use of the iOS App must comply with Apple’s then-current App Store Terms of Service.
(c) As between Apple and Lemonade, Lemonade, and not Apple, is solely responsible for the iOS App and content and materials available thereon. Apple has no obligation to provide maintenance and support services with respect to the iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App.
(d) Lemonade, and not Apple, is responsible for addressing any claims by you or any third-party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to Lemonade as provider of the iOS App.
(e) Lemonade, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or Customer’s and Users’ possession and use of our iOS App.
(f) Customer represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties.
(g) Customer, on behalf of itself and its Users agrees to comply with all applicable third-party terms of agreement when using the iOS App (e.g., Customer and/or Users must not be in violation of their wireless data service terms of agreement when using the iOS App).
(h) The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to use of the iOS App. Upon Customer’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as they relate to the foregoing license of the iOS App as a third-party beneficiary thereof.
2.4 Restrictions. Customer shall not, directly or indirectly, and Customer shall not permit any User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Enterprise Service or Downloadable Software; (b) modify, translate, or create derivative works based on any element of the Enterprise Service, Downloadable Software or any related Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Enterprise Service or Downloadable Software; (d) use the Enterprise Service or Downloadable Software for timesharing purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer and Users; (e) remove any proprietary notices from the Documentation; (f) publish or disclose to third parties any evaluation of the Enterprise Service without Lemonade’s prior written consent; (g) use the Enterprise Service or Downloadable Software for any purpose other than its intended purpose; (h) interfere with or disrupt the integrity or performance of the Enterprise Service; or (i) attempt to gain unauthorized access to the Enterprise Service or their related systems or networks.
2.5 Reservation of Rights. Except as expressly granted in these Terms, there are no other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in these Terms are reserved by Lemonade .
3. THIRD PARTY OFFERINGS.
3.1 Integration with Third Party Offerings. The Enterprise Service may contain features designed to interoperate with Third Party Offerings (e.g., Google, Facebook or Twitter applications). Lemonade is not responsible for the operation or availability of any Third Party Offerings nor the availability. Lemonade does not make any representations or warranties with respect to Third Party Offerings or any providers thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party's terms and conditions. If the provider of any Third Party Offering ceases to make the Third Party Offering available for interoperation with the corresponding Enterprise Service features on reasonable terms, Lemonade may cease providing such features without entitling Customer to any refund, credit, or other compensation.
3.2 Third Party Hosting. Lemonade may use the services of one or more third parties to host any part of the Services. Lemonade will pass through any warranties to the extent that Lemonade receives any from its then current third-party hosting provider that it can provide to Customer. Customer agrees to comply with any acceptable use policies and other terms of any third-party hosting provider that are provided or otherwise made available to Customer from time to time.
4. PASSWORDS; SECURITY.
4.1 Passwords. Customer shall be responsible for issuing user logins and passwords for each of its Users and shall designate an employee who will be responsible for administrative matters (“Primary Contact”) who will be the sole User with access to administrative functions of the Enterprise Service. Customer may change the individual designated as Primary Contact at any time upon notice to Lemonade. Customer shall be, and shall ensure that each of its Users are, responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the User to which it was issued. Customer is solely responsible for any and all access and use of the Enterprise Service that occurs using logins and passwords issued to any User. Customer shall restrict its Users from sharing passwords and agrees to promptly notify Lemonade of any unauthorized use of any account or login and password issued to Customer’s Users. Lemonade shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.
4.2 No Circumvention of Security. Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of the Enterprise Service. Customer will promptly notify Lemonade of any breach, or attempted breach, of the security of the Enterprise Service of which Customer becomes aware.
5. CUSTOMER OBLIGATIONS.
5.1 Customer Systems. Customer is responsible for (a) obtaining, deploying and maintaining the Customer Systems; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Enterprise Service; and (c) paying all third party fees and access charges incurred in connection with the foregoing. Except as specifically set forth in these Terms, an Order Form or a Statement of Work, Lemonade shall not be responsible for supplying any hardware, software or other equipment to Customer under these Terms.
5.2 Acceptable Use Policy. Customer shall be solely responsible for its actions and the actions of its Users while using the Enterprise Service. Customer acknowledges and agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of the Enterprise Service and Downloadable Software, including without limitation the laws governing the recording of conversations; (b) not to send data to the Enterprise Service or store data on mobile devices which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain Malicious Code or data that may damage the operation of the Enterprise Service or another's computer or mobile device; (d) not to upload in any way any data regarding an individual’s financial or economic identity, medical or physical identity, including any information comprised of either “Protected Health Information” subject to and defined by the Health Insurance Portability and Accountability Act, or an individual’s first name and last name, or first initial and last name, in combination with any one or more of the following data elements that relate to such individual: Social Security number, driver's license number or state-issued identification card number, financial account number, or credit or debit card number, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; (e) not to use the Enterprise Service for illegal, fraudulent, unethical or inappropriate purposes; (f) not to interfere or disrupt networks connected to the Enterprise Service or interfere with other ability to access or use the Enterprise Service; (g) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (h) not to use the Enterprise Service in any manner that impairs the Enterprise Service, including without limitation the servers and networks on which the Enterprise Service is provided; (i) to comply with all regulations, policies and procedures of networks connected to the Enterprise Service and Lemonade’s service providers; and (j) to use the Enterprise Service only in accordance with the Documentation. Customer acknowledges and agrees that Lemonade neither endorses the contents of any Customer communications or Customer Data, nor assumes any responsibility for any offensive material contained therein, any infringement of third party Intellectual Property Rights arising therefrom or any crime facilitated thereby. Notwithstanding the foregoing, Lemonade does not guarantee, and does not and is not obligated to verify, authenticate, monitor or edit the Customer Data or any other information or data transmitted to or analyzed by the Enterprise Service for completeness, integrity, quality, accuracy or otherwise. Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Data transmitted to or analyzed by the Enterprise Service. Lemonade reserves the right to amend, alter, or modify Customer’s conduct requirements as set forth in these Terms at any time.
5.3 Accuracy of Customer’s Contact Information; Email Notices. Customer agrees to provide accurate, current and complete information as necessary for Lemonade to communicate with Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer for other account-related purposes. Customer agrees to keep any online account information current and inform Lemonade of any changes in Customer’s legal business name, address, email address and phone number. Customer agrees to accept emails from Lemonade at the e-mail addresses specified for Customer’s Primary Contact. In addition, Customer agrees that Lemonade may rely and act on all information and instructions provided to Lemonade by Users from the above-specified e-mail address.
5.4 Temporary Suspension. Lemonade may temporarily suspend Customer’s or its Users’ access to the Enterprise Service in the event that either Customer any of its Users is engaged in, or Lemonade in good faith suspects Customer or any of their Users is engaged in, any violation of these Terms. Lemonade will attempt to contact Customer prior to or contemporaneously with such suspension; provided, however, that Lemonade’s exercise of the suspension rights herein shall not be conditioned upon Customer’s receipt of any notification. A suspension may take effect for Customer’s entire account and Customer understands that such suspension would therefore include User sub-accounts. Customer agrees that Lemonade shall not be liable to Customer, any of its Users, or any other third party if Lemonade exercises its suspension rights as permitted by this Section. Upon determining that Customer has, to Lemonade’s reasonable satisfaction, ceased the unauthorized conduct leading to the temporary suspension, Lemonade shall reinstate Customer’s and its Users’ access and use of the Enterprise Service. Notwithstanding anything in this Section to the contrary, Lemonade’s suspension of Enterprise Service is in addition to any other remedies that Lemonade may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Lemonade may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.
6. AVAILABILITY; SUPPORT SERVICES.
6.1 Availability. Subject to the terms and conditions of these Terms, Lemonade will use commercially reasonable efforts to make the Enterprise Service available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Lemonade’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, and failures or delays caused by Internet service providers or Third Party Offerings.
6.2 Support. Subject to the terms and conditions of these Terms, Lemonade shall provide the Support Services described in Exhibit A.
7. ANCILLARY SERVICES. Lemonade shall use commercially reasonable efforts to perform the Ancillary Services as set forth in applicable mutually executed SOWs. Each SOW will include, at a minimum: (a) a description of the scope of Ancillary Services, (b) any work product or other deliverables to be provided to Customer (each a “Deliverable”), (c) the schedule for the provision of Ancillary Services, and (d) the applicable fees and payment terms for such Ancillary Services. All SOWs shall be deemed part of and subject to these Terms. If there is any inconsistency between an SOW and these Terms, the SOW shall control. If either Customer or Lemonade requests a change to the scope of Ancillary Services described in a SOW, the party seeking the change shall propose such change by written notice. Promptly following the other party’s receipt of the written notice, the parties shall discuss and agree upon the proposed changes. Lemonade will prepare a change order document describing the agreed changes to the SOW and any applicable change in fees and expenses (a “Change Order”). Change Orders are not binding unless and until executed by both parties. Executed Change Orders shall be deemed part of, and subject to, these Terms. Lemonade and Customer shall cooperate to enable Lemonade to perform the Ancillary Services according to the dates of performance and delivery terms set forth in each SOW. In addition, Customer shall perform any Customer obligations specified in each SOW. In the event the Ancillary Services are not performed in accordance with the terms of the applicable SOW, Customer shall notify Lemonade in writing no later than ten (10) business days after performance of the affected Ancillary Services by Lemonade, Customer’s notice shall specify the basis for non-compliance with the SOW and if Lemonade agrees with the basis for non-compliance, then at Lemonade sole option, Lemonade shall re-perform the Ancillary Services at no additional charge to Customer or refund to Customer the applicable fees for the affected Deliverable or Ancillary Service. THE FOREGOING CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND LEMONADE’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO PERFORMANCE OR NON-PERFORMANCE OF THE ANCILLARY SERVICES.
8. FEES AND PAYMENT.
8.1 Fees. Customer agrees to pay all fees specified in all Order Forms and SOWs using one of the payment methods Lemonade supports. Except as otherwise specified in these Terms or in an Order Form, (a) fees are quoted and payable in United States dollars, (b) fees are based on Services purchased, regardless of actual usage, (c) payment obligations are non-cancelable and fees paid are non-refundable, and (d) the number of Users and Maximum Transcription Limit purchased cannot be decreased during the relevant Subscription Term shown on the applicable Order Form(s). If Customer’s use of the Enterprise Service exceeds the Maximum Transcription Limit or the maximum number of Users set forth on the applicable Order Form (each as determined by Lemonade), Lemonade reserves the right to charge additional fees (as described in the Order Form). Subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.
8.2 Invoices and Payment. All fees for Enterprise Service will be invoiced in advance and in accordance with the applicable Order Form. Fees for Ancillary Services will be invoiced as set forth in an applicable SOW or Order Form. Except as otherwise set forth in the applicable Order Form or SOW, Customer agrees to pay all invoiced amounts within thirty (30) calendar days of the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Lemonade and notifying Lemonade of any changes to such information.
8.3 Overdue Charges. If Lemonade does not receive fees by the due date, then at Lemonade’s discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
8.4 Suspension of Service. If any amounts owed by Customer for the Services are fifteen (15) or more days overdue, Lemonade may, without limiting Lemonade’s other rights and remedies, suspend Customer’s and its Users’ access to the Services until such amounts are paid in full.
8.5 Payment Disputes. Lemonade agrees that it will not exercise its rights under Section 8.3 (Overdue Charges) or Section 8.4 (Suspension of Service) if the applicable charges are under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute. Customer must promptly contact Lemonade for any such disputes. Lemonade has a zero tolerance policy for chargebacks.
8.6 Taxes. “Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or any instrument, order form or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. Notwithstanding the foregoing, Taxes shall not include payroll taxes attributable to the compensation paid to workers or employees and each party shall be responsible for its own federal and state payroll tax collection, remittance, reporting and filing obligations. Fees and charges imposed under this Agreement or under any order form or similar document ancillary to or referenced by this Agreement, shall not include Taxes except as otherwise provided herein. Customer shall be responsible for all such Taxes. If, however, Lemonade has the legal obligation to pay Taxes and is required or permitted to collect such Taxes for which Customer is responsible under this section, Customer shall promptly pay the Taxes invoiced by Lemonade unless Customer has furnished Lemonade with valid tax exemption documentation regarding such Taxes at the execution of this Agreement or at the execution of any subsequent instrument, order form or agreement ancillary to or referenced by this Agreement. Customer shall comply with all applicable tax laws and regulations. Customer hereby agrees to indemnify Lemonade for any Taxes and related costs paid or payable by Lemonade attributable to Taxes that would have been Customer’s responsibility under this Section 8.6 if invoiced to Customer. Customer shall promptly pay or reimburse Lemonade for all costs and damages related to any liability incurred by Lemonade as a result of Customer’s non-compliance or delay with its responsibilities herein. Customer’s obligation under this Section 8.6 shall survive the termination or expiration of this Agreement.
9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
9.1 Mutual Representations and Warranties. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into these Terms and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under these Terms shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.
Lemonade will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of US Federal Holidays (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by calling [650-458-7595] or any time by emailing [firstname.lastname@example.org].
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.