Terms and Conditions of Service
Libring Terms and Conditions of Service (“Terms of Service” or “Agreement”) constitute a legal agreement between the entity on whose behalf is accessing the Services (“Customer”) and Libring Technologies, Inc. (“LIBRING”) relating to LIBRING’s proprietary products and solutions (collectively, the “Services”). Customer’s use of the Services, defined in the Subscription Page of this Agreement is subject to the Terms of Service and conditions set forth below. Please contact Libring at info@Libring.com for questions regarding the Terms of Service.Libring Terms and Conditions of Service (“Terms of Service” or “Agreement”) constitute a legal agreement between the entity on whose behalf is accessing the Services (“Customer”) and Libring Technologies, Inc. (“LIBRING”) relating to LIBRING’s proprietary products and solutions (collectively, the “Services”). Customer’s use of the Services, defined in the Subscription Page of this Agreement is subject to the Terms of Service and conditions set forth below. Please contact Libring at info@Libring.com for questions regarding the Terms of Service.
LICENSEE’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS OF SERVICE. BY CLICKING ON THE “ACCEPT” BUTTON AND USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE ON BEHALF OF LICENSEE. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS OF SERVICE ON ITS BEHALF. IF LICENSEE DOES NOT AGREE WITH ANY PROVISION OF THE TERMS OF SERVICE, OR YOU DO NOT HAVE AUTHORITY TO BIND LICENSEE, YOU MUST CLICK THE “CANCEL” BUTTON AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.
1. ACCEPTANCE OF TERMS OF SERVICE
These Terms of Service apply to all users of the Services, including, without limitation, employees and all others who have access to Customer’s account with the Services.
Customer will provide reasonable cooperation, assistance, information and access to LIBRING as may be necessary to initiate Customer’s use of the Services. Subject to all terms and conditions of these Terms of Service, LIBRING will provide Customer with access to the Services. As part of the subscription process, Customer will identify a user name and password that will be used to set up Customer’s account. Customer may use the user name and password to share the account with other users (each with unique login IDs and passwords). Customer shall be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to, shared with or created by Customer. Customer has the responsibility to protect the user name and password to prevent unauthorized access and notify LIBRING immediately if they believe their account credentials have been compromised. LIBRING reserves the right to refuse registration of, or to cancel, login IDs that violate the Terms of Service and conditions set forth in these Terms of Service.
Service Name Description SpecificationsAnnual Availability The percentage of time that the service was opperating during a period of one year 99%Support Support service for any inconveniences caused by bad behavior of the system. Accessible during business hours (8/5) through email to firstname.lastname@example.org
Subject to all terms and conditions of these Terms of Service, LIBRING grants to Customer a nonexclusive, nontransferable right and license (without right to sublicense) to access and use the Services (including the LIBRING Materials (as defined below) necessary to use the Services), solely for Customer’s internal business purposes. The Services are made available to Customer solely as hosted by or on behalf of LIBRING, and nothing in these Terms of Service shall be construed to grant Customer any right to receive any copy of any software or systems used to provide the Services. Customer’s access and use of the Service shall comply with all other conditions set in all documentation, such as the user guide, help information, and other document regarding the Service, in each case that is provided or made available by LIBRING to Customer in electronic or other form (“Documentation”). For avoidance of confusion, this includes, for example, any requirements regarding data formats, number of permitted users or prohibited uses.
4. CUSTOMER DATA
Customer hereby grants to LIBRING a nonexclusive and royalty-free right and license to access, copy, process and use all information, data and other content provided by Customer in connection with its authorized use of the Services (“Customer Data”), including all data regarding Customer’s contacts that is processed by the Services, solely for the purpose of providing the Services. Customer agrees that (a) the Service depends on the availability of the Customer Data and (b) LIBRING will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Customer Data. Unless otherwise expressly agreed in a writing that is signed by an authorized representative of LIBRING, LIBRING shall have no obligation store Customer Data or Results. Customer shall be responsible for ensuring that Customer Data does not contain personally identifiable information that the provision of Customer Data conforms to Customer’s privacy policies and all applicable laws, rules and regulations.
Customer shall not directly or indirectly (a) use any of LIBRING’s Confidential Information (as defined below) to create any service, software or documentation that performs substantially the same functionality as the Services, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Services or LIBRING Materials (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use any LIBRING Property (as defined below) in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwise modify any LIBRING Property, or (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns in connection with Customer’s use of the Service in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.
6. PRICING AND PAYMENTS
a. Customer shall pay a fee for the setting up the platform (“Training Fee”) set forth in the Subscription Page completed by Customer. Unless otherwise set forth in the Subscription Page, Customer shall pay the Training Fee in advance on the Effective Date.
b. Customer shall pay a fee for the right to use the Services (“Service Fee”) at its then-current rates or as otherwise set forth in the Subscription Page completed by Customer. Unless otherwise set forth in the Subscription Page, Customer shall pay the Service Fee in advance on a calendar monthly basis. Customer will pay the Service Fee on the first day of each calendar month during the Term without the requirement of issuance of an invoice or purchase order.
c. Payments shall be made in US dollars at LIBRING’s address (or to an account specified by LIBRING), in full without set-off, counterclaim or deduction. Past due amounts shall bear a late payment charge, until paid, at the rate of one and one half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. Customer agrees to reimburse LIBRING for all costs (including attorneys’ fees) incurred by LIBRING in collecting late payments. All payments required by these Terms of Service are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and Customer agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon LIBRING’s net income.
“Confidential Information” means, with respect to LIBRING, all financial, business or technical information disclosed by or for LIBRING in relation to these Terms of Service that is of a nature that should reasonably be considered to be confidential and proprietary. Except for the specific rights granted by these Terms of Service, neither party (“Recipient”) may use, copy or disclose any of the other’s (“Discloser”) Confidential Information without Discloser’s written consent, and shall use reasonable care to safeguard Discloser’s Confidential Information, including ensuring that Recipient’s employees, contractors and agents (“Representatives”) with access to Discloser’s Confidential Information have a need to know for the purposes of these Terms of Service and are bound by substantially similar confidentiality obligations. The foregoing obligations shall not apply to any Confidential Information (other than Personal Identifiable Identification) that Recipient can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to Discloser, (c) generally available to the public without breach of these Terms of Service or (d) independently developed by it without reference to or use of any of Discloser’s Confidential Information. Each party shall be responsible for any breach of confidentiality by its Representatives, as applicable. Promptly upon Discloser’s request at any time, Recipient shall return all of Discloser’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records, copies, summaries, analyses and materials developed therefrom. Nothing herein shall prevent a party from disclosing these Terms of Service or any of the other’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, Recipient shall use reasonable efforts to (a) promptly notify Discloser in writing of such requirement to disclose and (b) cooperate with Discloser in protecting against or minimizing any such disclosure or obtaining a protective order.
8. PROPRIETARY RIGHTS
a. Definitions. As used in these Terms of Service: “LIBRING Materials” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, Report Formats, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by LIBRING in providing the Services and Results (including any new part, correction, improvement, extension or other modification to the Services made, created, conceived or developed by or for LIBRING, including at Customer’s request or as a result of feedback provided by Customer to LIBRING); “Reports” means the reports, charts, graphs and other presentation in which the Results are presented to Customer; “Report Formats” means the formatting, look and feel of the Reports; and “Results” means the work products resulting from the Services that are delivered to Customer by LIBRING through the Services, and which are based on the Customer Data. For the sake of clarity, Results shall expressly exclude all LIBRING Materials.
b. Results and Customer Data. Customer shall own all right, title and interest in and to the Results and Customer Data. Customer acknowledges and agrees that the Results will be presented to it in a Report, the Report Format of which is proprietary to LIBRING. Customer may make copies of the Reports only for its internal purposes in using the Results. Customer agrees to grant LIBRING a non-exclusive royalty-free right and license to use the Results, solely for purposes of providing the Services to Customer and for LIBRING’s internal business purposes.
c. Reservation of Rights. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and LIBRING (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights embodied therein) in and to the Service, Documentation, LIBRING Materials, Aggregate Data, and Analyses (collectively, “LIBRING Properties”).
9. TERMS AND TERMINATION
a. Term. These Terms of Service shall commence on the date Customer (or an authorized representative on its behalf) signs this agreement (the “Effective Date”) and shall continue in effect until terminated by either party.
b. Termination. This agreement shall remain in effect for the length defined in the Subscription Page.
c. Effects of Termination. Upon any expiration or termination of these Terms of Service, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of these Terms of Service shall survive, and (b) the provisions titled Feedback, Confidentiality, Proprietary Rights, Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination and General Provisions shall survive. Unless otherwise agreed in writing and signed by an authorized representative of LIBRING, LIBRING has no obligation to retain any Customer Data or Results after the Term and will destroy all Customer Data and Results in its possession within ninety (90) days after the end of the Term; provided, upon Customer’s written request received within thirty (30) days after termination, LIBRING will deliver to Customer a copy of the Customer Data then currently stored by LIBRING (in the same format maintained by LIBRING).
10. WARRANTIES AND DISCLAIMERS
b. Disclaimers. THE SERVICES AND RESULTS ARE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LIBRING MAKES NO WARRANTY (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICES, OR (III) THAT ANY ERRORS IN THE SERVICES CAN OR WILL BE CORRECTED. LIBRING HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
Customer agrees to indemnify and hold harmless LIBRING and its directors, officers and employees against any claims, losses, liabilities, costs and expenses incurred in connection with (a) any actual or alleged breach of Customer’s representations and warranties, (b) Customer’s unauthorized use of the Services or other LIBRING Properties, and (c) Customer’s use of the Results, including any modifications thereto or any combination of the Results with any other data or information, and (d) any actual or alleged violation by Customer or the rights of any third party (including intellectual property rights or any rights of privacy or publicity).
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL LIBRING BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS OF SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (C) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO IT HEREUNDER DURING THE PRECEDING TWELVE (12) MONTH PERIOD. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
Customer may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Services (“Feedback”). All Feedback shall be solely owned by LIBRING (including all intellectual property rights therein and thereto) and shall also be LIBRING’s confidential information. Customer shall and hereby does make all assignments necessary to achieve such ownership.
14. GOVERNING LAW
These Terms of Service shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, including its conflicts of law rules, and the United States of America. Customer agrees that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the Commonwealth of Massachusetts.
15. ENTIRE AGREEMENT AND SEVERABILITY
These Terms of Service are the entire agreement between Customer and LIBRING with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between LIBRING and Customer with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
No waiver, consent or modification of these Terms of Service shall bind LIBRING unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under these Terms of Service at any time for any period will not be construed as a waiver of such rights.
a. Force Majeure. LIBRING shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
b. Assignment. These Terms of Service and the rights and obligations hereunder may not be assigned, in whole or in part, by Customer without LIBRING’s prior written consent. These Terms of Service shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
c. Independent Contractors. The parties shall be independent contractors under these Terms of Service, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
d. Notices. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
Effective Date of Terms of Service: date when user “accepts” the Terms.
BY CLICKING ON THE “ACCEPT” BUTTON AND USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE ON BEHALF OF LICENSEE. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THESE TERMS OF SERVICE ON ITS BEHALF. IF LICENSEE DOES NOT AGREE WITH ANY PROVISION OF THE TERMS OF SERVICE, OR YOU DO NOT HAVE THE AUTHORITY TO BIND LICENSEE, YOU MUST CLICK THE “CANCEL” BUTTON AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.