This LRS CloudPrint Agreement ("Agreement") is a binding contract between Customer and Levi, Ray & Shoup, Inc., (“LRS”). This Agreement governs Customer’s access to and use of the Cloud Services and TAKES EFFECT WHEN CUSTOMER USES ANY OF THE CLOUD SERVICES (the “Effective Date”). BY USING THE CLOUD SERVICES CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THIS AGREEMENT AND REPRESENTS AND WARRANTS THAT THE PERSON INITIATING USE OF THE CLOUD SERVICES HAS THE RIGHT, POWER AND AUTHORITY TO BIND CUSTOMER. FOR CLARITY, RESELLER OR A THIRD-PARTY MAY NOT AGREE TO THIS AGREEMENT ON BEHALF OF CUSTOMER UNLESS THEY HAVE THE AUTHORITY TO BIND CUSTOMER. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT OR USER DOES NOT HAVE THE AUTHORITY TO BIND CUSTOMER, CUSTOMER MUST NOT USE THE CLOUD SERVICES.
1. Definitions.
(a) “Affiliate” means in relation to Customer, any company controlling, controlled by or under common control with Customer. Control means the power to direct the management and policies of an entity either directly or indirectly through ownership of fifty percent (50%) or more of the voting securities, contract or otherwise.
(b) "Authorized User" means Customer and Customer's employees, consultants, contractors and agents who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer pursuant to this Agreement and for whom access to the Cloud Services has been purchased hereunder.
(c) "Cloud Services" means the services provided by LRS or resold by an LRS authorized reseller (“Reseller”), to Customer under this Agreement. Cloud Services may include Related Software. LRS reserves the right to modify the Cloud Services at any time. Notice of changes may be provided by posting information concerning the change via email, on LRS’ website, through the Cloud Services or by other industry standard notification method.
(d) “Customer” means the entity that uses or is the recipient of Cloud Services and who is bound by this Agreement.
(e) "Customer Data" means information, data and other content, in any form or medium, that is submitted, posted or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Cloud Services.
(f) "Documentation" means LRS' user manuals and technical information relating to the Cloud Services provided or made available to Customer.
(g) “Fees” means the amount Customer must pay LRS or Reseller for the Cloud Services.
(h) "LRS IP" means the Cloud Services, Related Software, Documentation and any and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, LRS IP includes any information, data or other content derived from LRS' monitoring of access to or use of the Cloud Services.
(i) “Related Software” means software that LRS may permit Customer to download or access for use in relation to the Cloud Services. Related Software may include software to be installed on end user devices for the purpose of using or accessing the Cloud Services. Related Software does not include software provided under separate terms or agreement.
(j) "Third-Party Products" means any products, platforms, content, services, information, websites or other materials that are owned by third parties and are incorporated into, accessed by or accessible through the Cloud Services.
2. Trial.
If Customer is receiving access to the Cloud Services without having paid any Fees, Customer is receiving a non-exclusive, no charge, AS IS, thirty (30) day trial access (“Trial”). The Trial period may be extended by LRS at its sole discretion. The access to the Trial is subject to Customer’s strict compliance with all terms and conditions set forth in this Agreement. Notwithstanding anything stated to the contrary, during the Trial, Customer shall only use the LRS IP for test or trial purposes. At the end of the Trial, or any extension, if Customer does not move to a production access and pay all applicable Fees, Customer shall immediately discontinue use of the Cloud Services.
3. Access and Use.
(a) Provision of Access. Subject to and conditioned on Customer's payment of Fees and compliance with all terms and conditions of this Agreement, LRS hereby grants Customer a revocable, non-exclusive, non-transferable, limited right to access and use the Cloud Services during the Term, solely for Customer’s and its Affiliates’ internal business operations by Authorized Users in accordance with and subject to the terms and conditions herein. LRS or Reseller shall provide to Customer the necessary access credentials to allow Authorized Users to access the Cloud Services. Subject to the terms and conditions contained in this Agreement, LRS hereby grants Customer a non-exclusive, non-sublicensable, non-transferrable license for Authorized Users to use the Related Software and Documentation during the Term solely for Customer’s internal business purposes in connection with use of the Cloud Services. Any additional terms applicable to the Related Software shall also apply.
(b) Use Restrictions. Customer shall not at any time, directly or indirectly, and shall not permit any other Authorized Users to: (i) copy, modify or create derivative works of the Cloud Services, any Related Software or Documentation, in whole or in part; (ii) use, rent, sell, license, assign, distribute, transfer or otherwise make available the Cloud Services, Related Software or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to any Related Software, in whole or in part; (iv) remove any proprietary notices from the Cloud Services, Related Software or Documentation; or (v) use the Cloud Services, Related Software or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation or rule. Unless agreed to by the parties in writing, Customer shall not create or store any content with the Cloud Services that imposes specific security obligations (such as health or certain financial data).
(c) Aggregated Data. Notwithstanding anything to the contrary in this Agreement, LRS may collect and compile data and information related to use of the Cloud Services to be used by LRS in an aggregated and anonymized manner. Customer agrees that LRS may use anonymized and aggregated data to the extent and in a manner not prohibited by applicable law.
(d) Reservation of Rights. LRS reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Customer or any third party any intellectual property rights or other right, title or interest in or to the LRS IP.
(e) Suspension. Notwithstanding anything to the contrary in this Agreement, LRS may suspend Customer's and any other Authorized User's access to any portion or all of the Cloud Services if: (i) required by law; (ii) LRS reasonably determines that there is a threat, attack on or risk to any LRS IP; or (iii) in accordance with Section 6. LRS will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any other Authorized User may incur as a result of such suspension.
4. Customer Responsibilities.
(a) Acceptable Use Policy. The Cloud Services may not be used for unlawful, fraudulent, offensive or obscene activity, as further described and set forth in LRS’ acceptable use policy (“AUP”) located at https://www.lrs.com/acceptable-use-policy, as may be amended from time to time, which is incorporated herein by reference. Customer shall comply with all terms and conditions of this Agreement, all applicable laws, rules and regulations and all guidelines, standards and requirements that may be imposed from time to time, including the AUP.
(b) Account Use. Customer is responsible for: all uses of the Cloud Services, Related Software and Documentation resulting from access provided by Customer; maintaining the confidentiality of all passwords and access credentials associated with the Cloud Services; and ensuring compliance with all applicable laws. The Cloud Services shall not be used by anyone located in a U.S. embargoed country or on a restricted or denied parties list. Customer will promptly notify LRS of any unauthorized access to or use of the Cloud Services.
(c) Customer Data. Customer hereby grants LRS a non-exclusive, royalty free, worldwide license to reproduce, distribute and otherwise use and display the Customer Data and perform all acts with respect to Customer Data as may be necessary for LRS to provide the Cloud Services to Customer. Customer will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance and use of Customer Data. All Customer Data shall be treated by LRS as the Customer’s proprietary information and shall not be disseminated or disclosed to third parties without Customer’s prior written consent.
(d) Third-Party Products. The Cloud Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to Customer for acceptance within the Cloud Services, by website link or otherwise. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install, access or use the Cloud Services and/or such Third-Party Products.
5. Service Levels and Support.
(a) Service Levels. Subject to the terms and conditions of this Agreement, LRS shall use commercially reasonable efforts to make the Cloud Services available in accordance with the service levels available at https://www.lrsoutputmanagement.com/lrscloudprint/resources/.
(b) Support. The access rights granted hereunder entitle Customer to the email support services accessed via the account management portal of the Cloud Services during the Term of this Agreement. Such access is subject to Customer’s compliance with all terms and conditions of this Agreement, including payment obligations.
6. Fees and Payment. Customer shall pay LRS or Reseller, as applicable, the Fees within the established time-frame, without offset or deduction. Customer shall make all payments hereunder in U.S. dollars. Customer is responsible for any fees imposed by its credit card company, if applicable, including exchange rate or foreign transaction fees. If Customer fails to make any payment when due, without limiting any other rights and remedies: (i) Customer may be responsible for interest on the past due amount at the rate of one and one-half percent (1.5%) per month or, the highest rate permitted under applicable law if lower; (ii) Customer shall also be responsible for all costs incurred in collecting any late payments or interest, including attorneys' fees; and (iii) if such failure continues for thirty (30) days or more, Customer's and any other Authorized Users' access to any portion or all of the Cloud Services may be suspended until such amounts are paid in full. Fees are exclusive of taxes and similar assessments and Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer.
7. Privacy.
LRS complies with its privacy policy available at https://www.lrs.com/Privacy (“Privacy Policy”) and, to the extent applicable, the data processing agreement available at https://www.lrs.com/gdprdpa, in providing the Cloud Services. The Privacy Policy is subject to change as described therein. By accessing, using and/or providing information to or through the Cloud Services, Customer acknowledges that it has reviewed and accepted the Privacy Policy and consents to all actions taken by LRS with respect to Customer information in compliance with the then-current version of the Privacy Policy.
8. Limited Warranty and Disclaimer.
(a) LRS warrants that it provides the Cloud Services using a commercially reasonable level of care and skill. LRS does not warrant that the Cloud Services will be completely defect or error free. THE FOREGOING WARRANTY DOES NOT APPLY, AND LRS STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY TRIAL PERIOD AND ANY THIRD-PARTY PRODUCTS.
(b) Customer warrants that it owns all right, title and interest, including all intellectual property rights in and to Customer Data and that both the Customer Data and Customer’s use of the Cloud Services are in compliance with the AUP.
(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE CLOUD SERVICES ARE PROVIDED "AS IS" AND LRS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. LRS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. LRS FURTHER DISCLAIMS ANY WARRANTIES MADE BY A RESELLER. LRS MAKES NO WARRANTY OF ANY KIND THAT THE CLOUD SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL: MEET CUSTOMER'S OR ANY OTHER ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER’S OR ANY THIRD PARTY’S SOFTWARE SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9. Indemnification.
(a) LRS Indemnification. LRS shall indemnify and defend Customer from and against losses, damages, judgements or expenses (“Losses”) incurred by Customer resulting from any third-party suit, claim, action or proceeding (“Third Party Claim”) that the Cloud Services or use of the Cloud Services in accordance with this Agreement, infringes or misappropriates such third party’s copyright, patent or trade secrets provided that Customer promptly notifies LRS in writing of the Third-Party Claim, cooperates with LRS and allows LRS authority to control the defense and settlement of such Third Party Claim. This Section will not apply to the extent that any such Third-Party Claim arises from Customer’s misuse of the Cloud Services, Customer Data or Third-Party Products.
(b) Customer Indemnification. Customer shall indemnify, and, at LRS' option, defend LRS from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any other Authorized User's: (i) negligence or willful misconduct; (ii) use of the Cloud Services in a manner not authorized by this Agreement; (iii) use of the Cloud Services in combination with data, software, hardware, equipment or technology not provided or authorized by LRS in writing; or (iv) modifications to the Cloud Services not made by LRS, provided that Customer may not settle any Third-Party Claim against LRS unless LRS consents to such settlement.
10. Limitations of Liability.
IN NO EVENT WILL LRS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LRS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR SUCH LOSSES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LRS' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Term and Termination.
(a) Term. The term of this Agreement begins on the Effective Date and continues until terminated or until no Cloud Services are being accessed (“Term”). Cloud Services will automatically renew for additional successive terms equal to the initial term, unless earlier terminated pursuant to this Agreement or by a party giving the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then current Term.
(b) Termination. In addition to any other express termination rights set forth in this Agreement:
(i) LRS may terminate this Agreement upon written notice to Customer if Customer fails to pay any amount due hereunder, and such failure continues more than thirty (30) days after Customer receives notice thereof; or for any reason upon sixty (60) days advance notice; or
(ii) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: is incapable of cure; or being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with notice of such breach.
(c) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Cloud Services and all LRS IP. No termination of this Agreement will: (i) affect a party’s obligation or breach that accrued prior to such termination; (ii) affect Customer's obligation to pay all Fees that became due before such termination; or (iii) entitle Customer to any refund. Upon expiration or termination, any content that Customer has not deleted or removed will be retained for at least one hundred and eighty (180) days, except for any content from a Trial, which may be deleted immediately. LRS may retain content on backup media for an additional period of up to twelve (12) months, or longer if required by law, subject to the confidentiality obligations under this Agreement.
12. Miscellaneous. (a) Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Illinois, USA, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois. Any legal suit, action or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Illinois in each case located in Springfield, Illinois, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.
(b) U.S. Government Rights. If the Cloud Services are purchased for use by the U.S. Government, Customer agrees that the Cloud Services and Documentation have been developed entirely at private expense and are delivered as a "commercial item" or are "commercial computer software" and "commercial computer software documentation" (as defined in DFARS 252.227-7013) or as “restricted computer software” (as defined in FAR 52.227-19).
(c) Publicity. LRS may include Customer’s name in a list of LRS customers, whether online or in promotional material.
(d) Geographic Availability. The availability of Cloud Services, including specific features and language versions, may vary from country to country. Information on availability is in the Documentation.
(e) Language. Customer and LRS have expressly required that this Agreement be drawn up in the English language. Le Client et LRS ont expressément demandé que le présent Contrat soit rédigé en anglais.
(f) General. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, with respect to such subject matter. Any notices to LRS must be sent to corporate headquarters at 2401 W. Monroe St., Springfield, IL 62704 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by LRS. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from LRS. These electronic communications may include notices about applicable fees and charges, changes to the terms and conditions, transactional information and other information concerning or related to the Cloud Services and may be provided through the Cloud Services. Customer agrees that any notices, agreements, disclosures or other communications that LRS sends electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality or unenforceability of any provisions herein does not affect any other provisions herein or the validity, legality or enforceability of such provision in any other jurisdiction. Any failure of LRS to act with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit LRS’ rights with respect to such breach or any subsequent breaches. This Agreement may not be transferred or assigned to a third party by Customer without the written consent of LRS except as otherwise specifically allowed by law. Any other attempted assignment or transfer shall be invalid and void.