Terms and conditions
Terms and Conditions
Last updated: April 2023
Lightico Inc. (hereinafter, “Lightico”, or “Company”) develops and operates the Lightico’s completion cloud platform, Software as a Service platform (hereinafter, the “Platform”) which enables our business customers to connect and manage their call services (i.e. customer support, sales, marketing etc.) (together with the Platform, hereinafter, the “Services”).
Lightico’s Platform empowers call agents to sell faster and service better by bringing key supporting resources & multimedia into the in-call experience. Our Services enable agents to complete entire customer journey with digital ID verifications, forms, document collection, compliant eSignatures, and many more offerings using automated workflows.
1. Acceptance of Terms
1.1 These Terms and Conditions (hereinafter, the “Terms“) govern all use by you of Lightico’s Services. The Services are owned and operated by Lightico Ltd. The Services are offered subject to your acceptance without modification of all of the Terms contained herein and all other operating rules, policies and procedures that may be published from time to time by the Company. These Terms may refer to business owners who use the Services to provide services to their clients or to such business’ clients as end-users, as the case may be.
1.2 The Company reserves the right, at its sole discretion, to modify or replace any of the terms or conditions contained in these Terms at any time. It is your responsibility to check these Terms periodically for changes. Please review Lightico’s website, available at: lighticodev.wpengine.com (hereinafter, the “Website”) on a regular basis and note any modifications made thereto. Your continued use of the Services following the posting of any changes to these Terms constitutes your acceptance of those changes and the updated Terms. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing and otherwise using the Services.
2. Proprietary Rights and Your Use Of The Services
2.1 The Company is and shall remain the sole and exclusive owner of all right, title and interest in and to the Services and any other intellectual property rights licensed or developed by Company, including without limitation all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights therein including any and all extensions, adaptations, additions, applications improvements, updates, upgrades, error-corrections or other modifications thereof, and any work products thereof (collectively, the “Company IP”). All modifications of the Company IP or derivative works based thereon and developed by Company under these Terms, in whole or in part, will be the sole and exclusive property of Company. For the avoidance of doubt, nothing shall restrict Company from using any function, feature or element of the Services or any other Company IP appurtenant thereto for the purpose of providing the Services. No rights are granted to you hereunder other than as expressly set forth herein.
2.2 The Company hereby grants you a non-exclusive, non-transferable, non-sub licensable right to access and use the Services solely for your private and personal use, provided you will use the Services (i) in compliance with these Terms, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (a) make any part of the Services available to anyone other than you, or use any Services for the benefit of anyone other than you, unless expressly stated otherwise by the Company (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, commercially exploit, or otherwise make the Services available to any third party, (c) use any of the Services to store or transmit infringing, libellous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or any applicable laws, (d) use the Services to store or transmit any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Company IP (as defined above) except as permitted under these Terms; (h) modify, copy, duplicate, imitate, reproduce or create derivative works based on the Services or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service; (j) disassemble, reverse engineer, or decompile the Services or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (k) use the Services in any manner that is unlawful or prohibited or in violation of these Terms and/or any applicable law or regulation (the foregoing (a) through (k), collectively, the “Prohibited Uses”).
2.3 Company reserves the right, at its sole discretion without any liability to you, to disable, suspend or terminate your right to use or access the Services in the event the Company determines or reasonably suspects that you are, directly or indirectly, engaging in any of the Prohibited Uses.
2.4 The trademarks, service marks, and logos of the Company (the “Company Trademarks“) used and displayed in connection with the Services are registered and/or unregistered trademarks or service marks of the Company. Other company product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party’s Trademarks“, and, collectively with the Company Trademarks, the “Trademarks“). The offering of the Services shall not be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of the Company. The Trademarks may not be used to disparage the Company or any third party or in any manner (in the Company’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless the Company approves the establishment of such a link by prior written consent specific for each such link.
2.5 You hereby grant to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of Company’s Services.
3. Password And Security
3.1 As part of using the Services, you may create a password or any kind of additional security method. You are responsible for maintaining the confidentiality of the password or any kind of additional security method. You are fully responsible for all activities that occur on your phone or computer and any other device.
3.2 The Company cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this section or from any unauthorized access to or use of your phone or computer or any other device while using the Services.
4. Your Obligations
4.1 Without derogating from any other of your obligations pursuant to these Terms, you will: (a) use the Services only in accordance with these Terms and in compliance with applicable laws and government regulations and guidelines, including any applicable privacy laws; (b) be responsible for your users’ compliance with these Terms; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and notify Company promptly of any such unauthorized access or use; (d) to the extent required, obtain and maintain all necessary licenses, consents, and permissions necessary for Company to perform its obligations under these Terms, including, without limitation, for the transmission through the Services any data submitted by you, including and without limitation, your personal Information and other information/data owed by you or a third parties (“Data”) and (d) be solely liable for problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links; (e) be responsible for the accuracy, quality and legality of your Data, the means by which you acquired your Data and your use of the Data together with the Services.
4.2 You acknowledge, represent and warrant that: (i) Company does not control or monitor, and is not responsible for the content of your Data (ii) Company reserves the right to remove your Data which is deemed to be in violation of any of these Terms, at Company’s sole discretion; (iii) Company makes no representations or warranties as to your Data, and all express, implied and statutory warranties in connection with the your Data, including without limitation with respect to the legality, reliability, authenticity, integrity, accuracy, content, completeness, availability and quality thereof, are all expressly disclaimed to the fullest extent permitted by law.
4.3 By using the Services, you give your consent to Company, and grant to Company a worldwide, royalty-free, and non-exclusive license, to scan and collect your Data, store such Data in Company’s third party’s external servers or cloud services on which the Services operates, and to use such Data in order to provide it with the Services.
5 Third-Party Providers
5.1 You acknowledge that Company uses Amazon Web Services, Inc. as a sub-processor to host your Data or provide other infrastructure that helps with the delivery of the Company’s Services (“Third-Party Cloud Provider”). You acknowledge and agree that Company is not responsible for the availability and performance of the Third-Party Cloud Provider, and shall not be held liable for any loss or damage (including loss of data and/or loss of profits), which may be incurred by you, as a result of the lack of the Third-Party Cloud Provider availability or error in their performance of the Services.
5.2 In addition to the aforesaid, you acknowledge that Company may utilize and include in the Services, automatically distribute and/or download and install on any machine which access the interface that is provided by Company for accessing and use of the Services, certain third-party software, components, cookies and/or libraries that are subject to open source license and/or to other third-parties license terms (“Third-Party Software”). You acknowledge and agree to the use by Company of such Third-Party Software.
5.3 You acknowledge and agree that your right to use such Third-Party Software in connection with the Services, is subject to and governed by the terms and conditions of the open source or third-party license applicable to such Third-Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the provisions of these Terms and the terms of such Third-Party Software license, the terms of the applicable Third-Party Software license shall prevail with regard to your use of the relevant Third-Party Software. Other than the applicable Third-Party Software component, in no event, shall the Services (or any part thereof) be deemed to be “open source” or “publicly available” software.
5.5 Lightico’s sub-processors list is available at: https://info.lightico.com/hubfs/List%20of%20Sub-Processor-%20May%202023.pdf
6 Fees and Payment For The Services
6.1 In consideration for provisioning of the Services, you hereby agree to pay Company the Services fees set forth in the order form or agreement executed between you and the Company (the “Order Form”) and in accordance with the payment terms set forth therein. Unless expressly provided otherwise in the Order Form, all Services fees and other amounts due thereunder: (i) shall be paid within 30 days of the invoice date; (ii) are stated in and are payable in USD; (iii) shall be paid by wire transfer to Company’s bank account pursuant to all invoices and/or as may be designated by Company from time to time (with wiring charges to be borne by you); (iv) are non-cancellable and non-refundable; and (v) are exempt from any counterclaim or other right of set-off.
6.2 Any Services fees and other amounts due under these Terms which are not paid when due are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in termination of the Services. In addition, if you are more than 30 days late in paying an invoice, you shall be considered to be in material breach of these Terms and without prejudice to any other rights and remedies available to the Company under any applicable law, Company may, at its sole discretion and without liability to you (i) disable, suspend or terminate your access to all or part of the Services, and Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; or (ii) immediately suspend the Services or otherwise terminate these Terms and/or any related Order Form. Company’s right to terminate these Terms shall not release you of your payment obligations, as the same shall remain in effect together with Company’s right to collect any attorneys’ fees or collections fees arising from the foregoing.
6.3 All Services fees and any other amounts payable hereunder excludes any applicable taxes, accordingly you hereby agree to pay applicable taxes and similar charges, including sales, usage, excise and value added taxes. Nothing in these Terms requires either party to pay income taxes or similar charges of the other party.
7.1 You and the Company may be provided with, given access to, or exposed to, Confidential Information of the other party in connection with these Terms. ‟Confidential Information” shall mean any information and data of a proprietary or confidential nature, whether in oral, written, graphic, machine-readable form, or in any other form, including but not limited to proprietary, technical, development, marketing, sales, price, operating, performance, cost, know-how, business and process information, methods, procedures, data, computer programming techniques and computer code, any information regarding suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others, and all record bearing media containing or disclosing such information and techniques, which is disclosed by one party to the other party pursuant to these Terms or to which the other party is exposed or given access in connection with this Agreement, whether or not marked as “Confidential” or similar marking. Without derogating from the generality of the foregoing, Confidential Information of the Company shall also include the Company IP, details of the Services, and the results of any performance tests of the Services and any work products of the Services, and your Confidential Information shall also include the your Data.
7.2 “Confidential Information” shall not include any information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the receiving party’s lawful possession before the disclosure, as evidenced by applicable documentation; (c) is lawfully disclosed to the receiving party by a third-party without restriction on disclosure; (d) is independently developed by the receiving party, as evidenced by applicable documentation; or (e) is required to be disclosed by any final judicial or administrative order or decree or pursuant to any applicable law, in which case such party shall provide the other with prompt written notice of the existence, terms and circumstances of such order or decree so that a protective order or other appropriate remedy may be sought and/or compliance with these Terms may be waived, and in all cases may furnish only the minimum portion of the Confidential Information which is legally required.
7.3 Each party shall hold the other party’s Confidential Information in strict confidence, shall not disclose or make such Confidential Information available to any third-party and shall not use such Confidential Information for any purpose other than for performing its obligations under these Terms.
7.4 Each party shall be entitled to disclose the other party’s Confidential Information to its officers, directors, employees, affiliates and consultants (‟Representatives”), on a need to know basis in order to perform its obligations hereunder, provided that such Representatives are bound by confidentiality obligations of at least the same scope of these Terms and provided further that such party shall be responsible for and liable to any breach or violation of these Terms by such Representatives.
8 Restrictions On Use Of The Website
By using the Website and the Services, you agree not to engage in any activity that in the Company’s sole discretion:
8.1 Is illegal or violates any local law or regulation.
8.2 Distributes, transmits, syndicates, sells or offers to sell or otherwise makes available all or any part of the Website or any content, files, feeds or data from the Website, whether publicly available or not.
8.3 Copy, download, or store any content, files or data from the Website, reproduce, download, modify, translate, add to, publish, perform, display, disclose, archive, upload, broadcast or sell, sublicense, index or exploit any part of the Services or this Website or the content thereon in any medium, either directly or through the use of any device, software, internet site, web-based services or other means.
8.4 Mirror, frame, screen scrape or deep link to any aspect of content in this Website through technology or means other than those provided or authorized by the Company.
8.5 Access the Services via any automated system, including, without limitation, by “robots,” “spiders,” “offline readers,” etc., or take any action that imposes, or may impose (as determined in the Company’s sole discretion).
8.6 Knowingly or recklessly upload invalid data or introduce viruses, worms, Trojan horses or other malware or software agents, whether harmful or not, to the Website, or tamper with, impair, damage, attack, exploit or penetrate the Services, or otherwise attempt to interfere with or the Services.
8.7 Bypass the measures the Company may use to prevent or restrict access to or use of the Services, including by hacking into secured or non-public areas of the Website.
9.1 You agree to defend, indemnify and hold the Company, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim“) due to or arising out of your use of, contribution to or connection with the Services; your violation of these Terms and/or your violation of any rights of a third party including infringement of intellectual property rights of a third party. The Company shall provide you notice of any such Claim; provided, that, the failure or delay by the Company in providing such notice shall not limit your obligations hereunder.
9.2 The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section 9, and in such case, you agree to cooperate with all reasonable requests of the Company in assisting the Company’s defense of such matter.
10 Service Suspensions
The Company reserves the right at any time to, and from time to time to modify, suspend or discontinue, temporarily or permanently, the Services upon seven (7) days prior written notice and immediately, without any notice in accordance with the provisions set forth in these Terms. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, or any loss or damage that may occur out of such actions by the Company.
11.1 These Terms shall commence on the date the Services are available for your use and lasts for the time period stated in the Order Form, unless earlier terminated pursuant to the terms hereof. Notwithstanding the foregoing, and without prejudice to any other rights or remedies to which the Company may be entitled under these Terms and/or any applicable law, Company, at its sole discretion may immediately terminate the use of the Services by you and terminate any Order Form signed between the Company and you and immediately deactivate any further access to the Services or suspend the Services, without liability to you if: (a) you breached any provision of these Terms, including without limitation your failure to meet the data security requirements or your failure to timely pay any amount owed to the Company; (b) if you become insolvent, make an assignment for the benefit of creditors, file or have filed against it a petition in bankruptcy or seeking reorganization, have a receiver appointed, or institute any proceedings for the liquidation or winding up, and/or (c) if the Company believes, in its sole discretion that the use of the Services by you creates a risk for the Company and/or for any other third party user of the Services. Further, you agree that the Company shall not be liable to you or any third party for any termination of your right to use or otherwise access the Services.
11.2 Upon termination or expiration of these Terms for any reason whatsoever: (a) all rights granted to you under these Terms shall immediately terminate; (b) you shall immediately cease any use of the Services; (c) all outstanding Services’ fees will immediately become due and payable by you; (d) to the greatest extent allowed by law, you shall delete and make no further use of the Company’s Confidential Information and (e) Company shall destroy any of the your Data in its possession (if any) upon your written request.
11.3 For the avoidance of doubt, all the provisions of these Terms that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections).
12 Disclaimer Of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES REGARDING SECURITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SERVICES, ARE ALL EXPRESSLY DISCLAIMED. THE COMPANY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN ADDITION, THE COMPANY DOES NOT WARRANT OR GUARANTEE THE ACCURACY OF THE RESULTS GENERATED BY THE SERVICES OR THE AUTHENTICITY OF ANY IMAGES SUBMITTED. YOU REMAIN RESPONSIBLE FOR MAKING YOUR OWN BUSINESS DECISIONS AND FOR DETERMINING THE APPROPRIATENESS OF THE SERVICES FOR YOUR UNIQUE USE CASE AND NEEDS.
13 Limitation Of Liability
IN NO EVENT SHALL COMPANY BE LIABLE, WHETHER IN TORT, CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES, PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, MISUSE, INABILITY TO USE, OR THE RELIANCE UPON, THE SERVICES AND/OR OTHERWISE IN CONNECTION WITH THESE TERMS AND/OR THE SERVICES; AND IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY, IN CONTRACT, TORT, MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, MISUSE, INABILITY TO USE, OR THE RELIANCE UPON, THE SERVICES AND/OR OTHERWISE IN CONNECTION WITH THESE TERMS AND/OR THE SERVICES, EXCEED THE TOTAL SERVICES FEES PAID BY YOU FOR THE SERVICES DURING THE 12 MONTH PERIOD PRECEDING THE DATE IN WHICH THE CLAIM LEADING TO LIABILITY AROSE.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE THE COMPANY, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH THE SERVICES OR YOUR ACCESS AND USE OF THE SERVICES.
16 Internal Use
17 Additional Terms and Condition for Trial Users
17.1 The Company hereby grants you, during a period commencing on the day on which the Company’s Digital Completion Cloud services are made available to you (“The Trial Services”), and for 14 days thereafter (“The Trial Period”) limited, free of charge, non-exclusive, non-sublicensable, non-transferable and fully revocable license to use the Trial Services solely for internal evaluation purposes all in accordance with these terms. All other rights in the Trial Services are expressly reserved by the Company. You acknowledge and agree that, at the end of the Trial Period, your access to the Trial Services will be automatically terminated, with or without notice, unless you elect to use the Company’s Services on a paid subscription basis. In this case, you must contact the Company at least two (2) business days prior to the end of the Trial Period and execute an Order Form, detailing the Services, duration and applicable pricing.
17.2 You hereby acknowledge and agree that you shall only use the Trial Services in a manner that complies with these Terms and in conformance with all applicable laws, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights.
17.3 The Company reserves the right to provide the Trial Services and process the Data provided by you via third party cloud providers. Your access to the Services from certain countries may be subject to applicable law and any technical limitations of the Trial Services. All questions and requests on privacy matters may be addressed to the Company at: [email protected].
17.4 All rights, title and interest in and to the Trial Services are and will remain at all times, owned by, or licensed to the Company. These Terms provide you a right to use the Trial Services and do not provide you any ownership rights. Any non-public data received from you, including personal Data will be and remain, as between you and the Company, your sole and exclusive property. You hereby grant the Company permission to use such Data, to provide you the Trial Services, and you represent that you obtained all rights and permissions necessary for this purpose. If you contact the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Trial Services (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall own such Feedback and may, inter alia, incorporate such Feedback into its current or future Trial Services, without further compensation to You.
17.5 You agree not to, directly or indirectly: (i) use the Trial Services in any manner that is not explicitly permitted under these Terms; (ii) use the Trial Services to transmit any unsolicited commercial communications in violation of any applicable laws including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations.; (iii) use the Trial Services in a way or for any purpose that infringes or misappropriates any third party’s intellectual property or personal rights, including without limitation, the right to privacy and the right of publicity; (iv) use the Trial Services, including the uploading of content to the Trial Services, for any activity that will be deemed, or encourages activity that will be deemed as discriminating, threatening, harassing, anti-competitive, misleading, libellous, defamatory, obscene, pornographic, profane or otherwise objectionable; (v) use the Trial Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, or otherwise engage in unfair or deceptive practices; (vi) interfere with or disrupt the integrity or performance of the Trial Services; (vii) attempt to gain unauthorized access to the Trial Services or their related systems or networks, or systematically access the Trial Services using ‘bots’ or ‘spiders’; (viii) use the Trial Services to develop or offer a similar services or have them used to engage in competition with the Company or in any other way; (ix) ship, transfer or export the Platform into any country, or make available or use the Platform in any manner which is in violation of applicable export control laws, restrictions or regulations.
17.6 When using the Trial Services, you shall have sole responsibility for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use your Data, and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of such Data. The Company is not obligated to retain any of your Data after termination or expiration of the Trial Period, and except from your contact details, the Company may delete your Data after the end of the Trial Period, without further obligation or liability to you.
17.7 At the Company’s request, you agree to defend, and to indemnify the Company against and hold the Company harmless from any and all claims, actions, losses, costs and expenses the Company may incur as a result of: (i) any breach by you of these Terms (ii) your unauthorized use of the Trial Services in a manner not contemplated by the Trial Services or (iii) any third party claim in relation to your Data.
17.8 The Trial Services remain in force until the lapse of the Trial Period or until terminated in accordance with these Terms. The Company may suspend, discontinue or disable the Trial Services provided to you, immediately without prior written notice, with or without cause. Upon termination of the Trial Period the rights granted herein shall expire and upon such termination, you shall discontinue all further use of the Trial Services.
17.9 THE COMPANY PROVIDES THE TRIAL SERVICES ON AN “AS IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, ACCURACY, COMPLETENESS, CORRECTNESS FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE TRIAL SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. No representation or other affirmation of fact, including, without limitation, statements regarding capacity or suitability for use or performance of Trial Services, whether made by the Company’s employees or otherwise, which is not contained in these Terms, shall be deemed to be a warranty by the Company for any purpose, or give rise to any liability of the Company whatsoever.
17.10 THE COMPANY OR ANYONE ON ITS BEHALF SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH THESE TERMS AND/OR USE OF THE TRIAL SERVICES, EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE TRIAL SERVICES AT ANY TIME WITHOUT NOTICE.
Notices to you may be made via either email or regular mail to the address in the Company’s records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to the Company shall be sent in writing to our mailing address at [email protected].
19.1 These Terms constitute the entire agreement between you and the Company and governs your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and the Company on the subject matter hereof.
19.2 The laws of the State of Delaware shall govern these Terms.
19.3 You and Lightico agree that any dispute, claim or controversy arising out of or relating in any way to these Terms or your use of the Services shall be determined solely by binding arbitration on an individual basis rather than court, except that you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. If you desire to assert a claim against Lightico, and you therefore elect to seek arbitration, you must first send to Lightico, by e-mail, a notice of your claim (“Notice”). The Notice to Lightico should be addressed to: [email protected] (“Notice Address”) and should state in the “subject line” of the e-mail “LEGAL NOTICE” in all capital letters. If Lightico desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Lightico, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Lightico and you do not reach an agreement to resolve the claim within 60 days after the Notice is received, you or Lightico may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Lightico or you shall not be disclosed to the arbitrator. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms. Unless Lightico and you agree otherwise in writing, any arbitration hearings will take place in the county (or parish) of your billing address. Except as set forth in subsection 19.4 below, If you reside outside of the United States, any arbitration hearings will either take place remotely or in the State of Delaware, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator. If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Lightico’s last written settlement offer made before an arbitrator was selected (or if Lightico did not make a settlement offer before an arbitrator was selected), then Lightico will pay you the amount of the award or US$1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law. YOU AND LIGHTICO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this agreement to arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in the state or federal courts located in and for the State of Delaware.
19.4 EU and UK Users. Notwithstanding anything to the contrary herein, including without limitation the foregoing Subsection 19.3, if you are a resident of the European Union (the “EU”) or the United Kingdom (the “U.K.”), you hereby acknowledge, understand and agree that any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (collectively, the “LCIA Rules”), which LCIA Rules are deemed to be incorporated by reference herein. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of the U.K. and Wales.
19.5 The failure or delay of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
19.6 The section titles in these Terms are for convenience only and have no legal or contractual effect.
19.7 You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the Company’s prior written consent.
19.8 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions (or the remainder of the provision) shall remain in full force and effect.
19.9 Except for any payment obligations, neither party will be responsible for any failure or delay in its performance under these Terms due to a force majeure event.
19.10 Upon your approval, the Company shall have the right to publish or distribute any written or graphic advertising, sales promotions, press releases, or other public matters in which your name or trademark are used.
19.11 You acknowledge that the Services may include third-party software of United States origin. You agree not to export or re-export the Services in violation of the United States export laws, restrictions or regulations.