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Business Terms

Business Terms
This Master Services Agreement (“MSA”) constitutes a written contract between Lawi Social, Inc., with offices located at 410 Townsend St, Suite 300, San Francisco, CA 94107 (“Lawi Social”), and You (“Customer”). By signing an order form (which may set forth pricing and other relevant terms) or by providing a credit card and clicking on the “Submit” button on Lawi Social’s website, you have agreed to be bound by all the terms and conditions of this MSA and any other terms set forth in the order form or reflected on any web-based form that you filled out in connection with the creation of your account (in each case, a “Specific Terms Schedule”), each of which is hereby made a part of this MSA. This MSA replaces and supersedes the online Lawi Social Terms of Use Agreement (located at www.Lawi Social.com/about/terms) with respect to Customer’s and its Authorized Users’ use of the Services. Lawi Social and Customer shall be individually referred to herein as “Party” and collectively as “Parties”.
1. Definitions
“Administrator” shall mean the individual identified on the Specific Terms Schedule as the Initial Network Administrator and such other individuals as are designated as Administrators by an authorized customer representative (including the then current Administrator) in a written notice to Lawi Social.
“Authorized User” shall mean:
(a) If you selected “Premium Enterprise Plan” on your Specific Terms Schedule or the Specific Terms Schedule is blank, any employees, affiliates, agents, independent contractors or consultants of Customer who have email addresses in the Customer Network and are authorized or otherwise designated or permitted by Customer to access and use the Services pursuant to the Agreement;
(b) If you selected “Premium External Plan” on your Specific Terms Schedule, such individuals as are invited by Customer to be part of the Customer Network; and
(c) If you selected both Premium Enterprise Plan and Premium External Network on your Specific Terms Schedule, any employees, affiliates, agents, independent contractors or consultants of Customer who have email addresses in the Customer Network and are authorized or otherwise designated or permitted by Customer to access and use the Services pursuant to the Agreement and means such individuals as are invited by Customer to be part of the Customer Network.
“Customer Data” means any text, images, data or other content transmitted by Customer or Authorized Users to Lawi Social in connection to Customer’s and/or Authorized Users’ use of the Services.
“Customer Interface” means the web-based interface hosted by Lawi Social by which Customer and Authorized Users may access the Services and/or any downloadable desktop or mobile device application provided by Lawi Social.
“Customer Network” shall mean
(a) If you selected “Premium Enterprise Plan” on your Specific Terms Schedule or the Specific Terms Schedule is blank, Customer’s email network using the first and second level domain name(s) set forth on the Specific Terms Schedule or if no such domain is listed, the domain name used in the email address of the Administrator;
(b) If you selected “Premium External Plan” on your Specific Terms Schedule, the “External Network” set up by Customer, wherein “Authorized Users” shall be only such individuals as are invited by Customer to be part of the External Network; and;
(c) If you selected both Premium Enterprise Plan and Premium External Network on your Specific Terms Schedule, Customer’s Network or Networks, using either the first and second level domain name(s) set forth at right and/or consisting of Authorized Users invited by Customer to be part of such Network or Network.
“Enhancement” means any correction, modification, customization, revision, enhancement, improvement, update, upgrade, new release or other change that is released generally by Lawi Social for similarly situated customers of the Services.
“Fee Schedule” means the Fee Schedule section of the Specific Terms Schedule.
“Intellectual Property Rights” means all rights of a person or business entity in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask works registrations, applications, moral rights, patents, trademarks, trade secrets, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other similar or equivalent proprietary rights anywhere in the world.
“Service Level Agreement” means the schedule of specifications for the performance and availability of the Services and applicable remedies, as set forth in the attached Schedule 1.
“Services” means the management of an intra-company communication system using Software run on Lawi Social’s hosting servers or those of its hosting service provider(s) intended to enable Customer and Authorized Users to interact with the same via the worldwide web, which Services will include Advanced Administrative & Security Controls and Customization & Priority Support as described on the Lawi Social website at https://www.Lawi Social.com/about/pricing, as such Services may be revised as provided herein.
“Software” means the software application(s) used by Lawi Social to provide the Services and any Enhancements thereto made available by Lawi Social to Customer and Authorized Users from time to time, including any desktop or mobile device application provided to Authorized Users by Lawi Social to facilitate Lawi Social’s provision of the Services. Lawi Social shall not be obligated to provide Enhancements that include new features or functionality for which Lawi Social generally charges a separate fee.
“Term” means the Initial Term and any applicable Renewal Terms, as set forth in Section 9.1.
“User Identification” means the unique user identification name and password issued or otherwise assigned to each Authorized User for access to and use of the Services through the Customer Interface.
“Lawi Social Technology” means the Software and any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, user manuals, online documentation, products or other technology and materials of any kind, or any Enhancement thereto, used by Lawi Social in connection with the performance of the Services or made available by Lawi Social to Customer, any Authorized User or any third party.
2. The Services
2.1 Services. Subject to the terms and conditions of the Agreement, Lawi Social will perform the Services on behalf of Customer and Authorized Users during the Term according to the Service Level Agreement. Promptly after the Effective Date set forth on the Specific Terms Schedule, Lawi Social will send instructions to the Initial Network Administrator regarding the administrative tools made available to Customer together with appropriate administrator credentials. The administrator tools allow the administrator to authorize Lawi Social to take a variety of actions, including, for example, to publish customer’s Logo on the Website, and all such actions using the administrator tools will be deemed approved by Customer and covered by this Agreement. Lawi Social may delegate the performance of certain portions of the Services to third parties, provided Lawi Social remains primarily responsible to Customer for the delivery and performance of the Services. Lawi Social will host and maintain the Customer Interface, and provide Customer and Authorized Users access to the Customer Interface pursuant to password protected user accounts. Lawi Social may in its sole discretion modify, enhance or otherwise change the Software and/or Customer Interface without adversely affecting the Services features.
2.2 Restrictions on Use of Services. Customer agrees not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Services in a manner that sends more request messages to the Lawi Social servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. Customer agrees not to collect or harvest any personally identifiable information, including account names, from the Services nor to use the communication systems provided by Lawi Social for any commercial solicitation purposes. Customer agrees not to use any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages. In addition, Customer agrees not to engage in any of the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (ii) taking any action that imposes, or may impose at Lawi Social’s sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Services; (iv) impersonating another person or otherwise misrepresenting Customer’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide Customer’s (or an Authorized User’s) identity; (v) interfering with the proper working of the Services; or (vi) bypassing the measures that Lawi Social may use to prevent or restrict access to the Services.
2.3 Nonexclusivity. Customer acknowledges that the rights granted to it under this Agreement are nonexclusive, and that, without limiting the foregoing, nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Lawi Social’s right to (a) license, sell or otherwise make available the Lawi Social Technology or Services to any third party; (b) perform any services for any third party; or (c) license, purchase or otherwise acquire any software, technology, products, materials or services from any third party.
2.4 Suspension of Services. In the event Customer or any of its Authorized Users violate any of the terms set forth in Section 2.2 of this MSA, or fails to pay any amount under the Agreement when due, in addition to any other remedies available at law or in equity, Lawi Social will have the right, in its sole discretion, to immediately suspend Customer’s and Authorized Users’ use and access to the Services until such breach is cured.
2.5 Other Representations, Warranties and Covenants of Customer. Customer hereby represents warrants and covenants that:
(a) it has the full power and authority to enter into this MSA;
(b) the acceptance of this MSA and performance of its obligations under this MSA do not and will not violate any other agreement to which it is a party;
(c) this MSA constitutes a legal, valid and binding obligation of it upon Customer’s execution and delivery of a Specific Terms Schedule or upon Customer’s clicking of the “Submit” button on Lawi Social’s website in connection with the purchase of the Services; and
(d) any and all activities it undertakes in connection with this MSA will be performed in compliance with applicable laws, rules and regulations.
3. License; Restrictions on Use
3.1 License to Customer. Subject to the restrictions and limitations set forth in this Section 3 of this MSA and elsewhere in the Agreement, Lawi Social hereby grants to Customer a nonexclusive, nontransferable, limited license, during the Term of the Agreement, to enable Authorized Users to access and use the Services through the Customer Interface, subject and according to this MSA solely for the Authorized Users’ internal use in the regular course of Customer’s business.
3.2 General Restrictions and Limitations. Section 3.1 sets forth the entirety of Customer’s right to access and use the Services and to make the Services available to Authorized Users. The License does not include the right to, and Customer will not directly or indirectly, (a) enable any person or entity other than Authorized Users to access and use the Services or Lawi Social Technology; (b) modify or create any derivative work based upon the Services or Lawi Social Technology; (c) engage in, permit or suffer to continue any unauthorized copying, reselling or distribution of the Services or Lawi Social Technology; (d) grant any sublicense or other rights to the Services or Lawi Social Technology; (e) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any Software; or (f) remove, obscure or alter any Intellectual Property Rights notice related to the Software, the Services or the Lawi Social Technology;. Customer will ensure, through proper instructions and enforcement actions, that all access to and use of the Services by Customer or Authorized Users’, or otherwise through Customer’s facilities, equipment, identifiers or passwords, will conform to the Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party or the Agreement.
3.3 License to Lawi Social. Subject to this MSA, Customer hereby grants Lawi Social a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and index the Customer Data in order to provide the Services. Lawi Social shall have no right to sub-license or resell the Customer Data or any component thereof.
3.4 Reservation of Rights. Lawi Social reserves all rights to the Services not otherwise expressly granted in this Section 3. No title to or ownership of the Services, the Software or the Lawi Social Technology, or any Intellectual Property Rights associated therewith is transferred to Customer, any Authorized User or any third party under the Agreement.
3.5 Identification Of Other Party as Customer/Service Provider. Subject to the terms and conditions of this Agreement, each of Customer and Lawi Social hereby grants the other appropriate rights during the term of this Agreement to allow the other to identify it as a customer/service provider including the right to display its logo and trademarks on its website, in the Service and in marketing material. Nothing contained herein shall be deemed to grant either Party any right, title or interest in or to the other’s trademarks other than the limited rights granted herein. Upon termination of this Agreement, each Party shall promptly cease to use all the other Party’s trademarks except as permitted pursuant to another agreement between the parties.
4. Access to the Services
4.1 Equipment, Services and Facilities. Customer is solely responsible for providing, installing and maintaining at its own expense all equipment, facilities and services necessary to enable Authorized Users’ access and use the Services through the Customer Interface, including, without limitation, all computer hardware and software, network system, communication service and Internet access.
4.2 Password. Customer will issue a User Identification to enable each Authorized User to access and use the Services through the Customer Interface. Customer is solely responsible for tracking the User Identifications to specific Authorized Users and for ensuring the security and confidentiality of all User Identifications. Customer acknowledges that it is fully responsible for all liabilities incurred through the use of any User Identification and that any transaction under a User Identification will be deemed to have been performed by Customer. Customer will immediately notify Lawi Social of any unauthorized use of any User Identification or any other breach of security known to it. Use of any User Identification other than as provided in the Agreement will be considered a breach of the Agreement by Customer.
4.3 Hours of Operation; Scope of Services. Lawi Social reserves the right at any time with reasonable advance notice to Customer to temporarily change the Services’ hours of operation or to limit Customer’s and Authorized Users’ access to and use of the Services in order to perform repairs, make modifications, or to do so without advance notice as a result of circumstances beyond Lawi Social’s reasonable control. Lawi Social may alter or modify all or part of the Services from time to time. Such alterations and modifications, or both, may include, without limitation, the addition or withdrawal of features, products, services, software or changes in instructions.
4.4 Security. Lawi Social has implemented commercially reasonable technical and organizational measures designed to secure Customer Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, Lawi Social cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Customer Data for improper purposes. Customer acknowledges that all Customer Data is provided at Customer’s and Authorized Users’ own risk
5. Right to Monitor.
Lawi Social will have the right to review and monitor all use of the Services to ensure compliance with all of the terms of the Agreement. Lawi Social will also have the right to analyze user behavior as a measure of interest in, and use of, our Website and emails, both on an individual basis and in the aggregate, and otherwise to collect and create metadata about Customer’s use of the Services provided that such metadata is never disclosed to any third party other than in an anonymized and aggregate format.
6. Compensation
6.1 Fees. Customer will pay to Lawi Social the fees set forth on the Fee Schedule. Lawi Social will bill Customer with respect to Additional Authorized Users (in excess of the number of Authorized Users set forth in the Specific Terms Schedule) who register for and use the Services, payable for the number of months remaining in the Initial Term or then current Renewal Term, in advance. Fees for each additional Authorized User shall be invoiced during the month following the registration of such additional Authorized User for the Services. Fees, as calculated on the Monthly Price Per User set forth in the Fee Schedule, shall be increased for each Renewal Term (over the fees for the immediately preceding Initial Term or Renewal Term) by an amount equal to the cumulative percentage increase of the U.S. Consumer Price Index – all items (“CPI”) for the most recently reported one-year period preceding the commencement of the applicable Renewal Term.
6.2 Payment Terms. Lawi Social will invoice Customer for all fees due and payable agreed to by the parties, and shall either bill the credit card listed on the relevant Specific Terms Schedule directly or Customer shall pay all amounts invoiced within thirty (30) days of the date of Lawi Social’s invoice. In the event of any action by Lawi Social to collect any amount not paid when due, Customer will pay or reimburse Lawi Social’s costs of collection (including, without limitation, any attorneys’ fees and court costs).
6.3 Taxes. All fees are net. Customer will pay or reimburse all taxes, duties and assessments, if any due, based on or measured by amounts payable to Lawi Social in any transaction between Customer and Lawi Social under the Agreement (excluding taxes based on Lawi Social’s net income) together with any interest or penalties assessed thereon, or furnish Lawi Social with evidence acceptable to the taxing authority to sustain an exemption therefrom.
7. Ownership
7.1 Customer Data. Subject only to the limited license expressly granted hereunder and Lawi Social’s rights under Section 5, as between Customer and Lawi Social, Customer and its Authorized Users shall retain all right, title and interest in and to the Customer Data and all Intellectual Property Rights therein. Nothing in the Agreement will confer on Lawi Social any right of ownership or interest in the Customer Data or the Intellectual Property rights therein. Customer is solely responsible for the Customer Data that Authorized Users upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service, and Customer agrees that Lawi Social is only acting as a passive conduit for the online distribution and publication of the Customer Data. Lawi Social will not review, share, distribute, or reference any such Customer Data except as provided herein or as may be required by law. Customer agrees to take commercially reasonable steps to ensure that Authorized Users do not post Customer Data that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to an Authorized User, or any other person or entity; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; or (vi) contains any information or content that Customer does not have a right to make available under any law or under contractual or fiduciary relationships. Customer represents and warrants that the Customer Data does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. Customer understands and agrees that any loss or damage of any kind that occurs as a result of the content of any Customer Data is solely Customer’s responsibility. Lawi Social is not responsible for any public display or misuse of Customer Data, except in the case of gross negligence or intentional misconduct by Lawi Social or its employees. Customer agrees that it will prohibit Users from uploading material to Lawi Social in violation of the intellectual property rights of any person and will maintain and enforce a policy that complies with the Digital Millennium Copyright Act (“DMCA”) and will act promptly to remove any infringing material from the Lawi Social System in the event that it receives a notice qualifying under the DMCA.
7.2 Suggestions. Customer may choose to or Lawi Social may invite Customer and/or Authorized Users to submit comments or ideas about the Services, including without limitation about how to improve the Services or Lawi Social products (“Ideas”). By submitting any Ideas, Customer on its own behalf and on behalf of each Authorized User agrees that such disclosure is gratuitous, unsolicited and without restriction and will not place Lawi Social under any fiduciary or other obligation, that Lawi Social is free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to Customer.
8. Privacy Policy.
The terms and conditions of the Lawi Social Privacy Policy (which may be viewed at https://www.Lawi Social.com/company/privacy) shall apply to Customer Data and to Customer’s and its Authorized Users’ use of the Services, and Customer hereby acknowledges and agrees to the terms thereof. The Lawi Social Privacy Policy may be amended from time to time, which amendments shall be effective upon posting at the above URL. Customer acknowledges that Lawi Social employees may contact Customer and/or certain Authorized Users to assist them in realizing the maximum benefit from the Services.
9. Term and Termination.
9.1 Term. The Initial Term of the Agreement will commence as of the Effective Date set forth in the Specific Terms Schedule and, unless specified otherwise in the Specific Terms Schedule, will end twelve (12) months following the Effective Date or upon earlier termination in accordance with Sections 9.2 or 9.3, below. The Initial Term shall be automatically renewed for subsequent one-year periods (each a “Renewal Term”), unless either party elects not to extend by written notice given at least sixty (60) days prior to the end of the Initial Term or then current Renewal Term.
9.2 Termination by Lawi Social. The Agreement may be terminated by Lawi Social (i) if Customer defaults in the timely payment of any amounts due Lawi Social and fails to cure within ten (10) days of receipt of written notice; (ii) immediately if Customer breaches any provisions of Section 2.2 or the last sentence of Section 7.1 of this MSA; (iii) in the event of a material breach by Customer of any other provision of the Agreement and Customer fails to correct such breach within thirty (30) days of written notice; or (iv) upon the bankruptcy, reorganization or assignment for the benefit of creditors of Customer.
9.3 Termination by Customer. The Agreement may be terminated by Customer (i) in the event of a material breach by Lawi Social of any provision of the Agreement and Lawi Social fails to correct such breach within thirty (30) days of written notice; or (ii) upon the bankruptcy, reorganization or assignment for the benefit of creditors of Lawi Social.
9.4 Effect of Termination. If the Initial Term or a Renewal Term is terminated pursuant to and in accordance with this Section 9, then, unless otherwise specifically provided for in writing by the parties, the following will apply: (a) any license rights granted to Customer with respect to the Services, the Software and/or the Lawi Social Technology will terminate effective as of the effective date of the termination; (b) Customer will return to Lawi Social any and all technical or business information of Lawi Social in the possession or control of Customer; (c) unless otherwise agreed upon by the parties, Lawi Social will have no obligation to provide the Services to Customer or Authorized Users after the effective date of the termination; (d) Customer will pay to Lawi Social any amounts payable for Customer’s and Authorized Users’ use of the Services through the effective date of the termination; and (e) Lawi Social will provide Customer and its Authorized Users with access to their respective Customer Data until twenty (20) days following the date of termination, at which point such access shall cease. It is Customer’s sole responsibility to download or delete any Customer Data following a termination; Lawi Social has no obligation to make such data available more than twenty (20) days following the date of termination or to maintain copies of such Customer Data other than for archival purposes. No refunds of prepaid fees shall be made to Customer in connection with any termination pursuant to Section 9.2.
10. Disclaimer of Warranties.
EXCEPT AS EXPRESSLY SET FORTH IN THE HEREIN, LAWI SOCIAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INFRINGEMENT OR NONCOMPLIANCE IN THE SERVICES, THE SOFTWARE, THE LAWI SOCIAL TECHNOLOGY OR ANY OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF LAWI SOCIAL, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Some states do not allow the exclusion or limitation of implied warranties, so the above disclaimers and exclusions may not apply to Customer.
LAWI SOCIAL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LAWI SOCIAL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN CUSTOMER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
11. Publicity/Press.
Each party shall be allowed to refer to the other party as a customer of or service provider to (as the case may be) on its website and in marketing materials, provided that such reference shall not imply an affiliation, sponsorship, or endorsement of such other party. Other than as provided in the foregoing sentence, neither Party shall issue any press release or other public announcement regarding the subject matter herein without the prior written approval of the other Party. Notwithstanding the foregoing, the parties agree to consider in good faith such press releases or other announcements regarding this Agreement and Customer’s use of the Service, including through such vehicles as case studies, blog posts, and webinars as may be proposed by the other party, provided that no such public disclosure shall be made without the prior written consent of the other party, which consent may be withheld in the party’s reasonable discretion.
12. Indemnification
12.1 Indemnity by Customer. Customer shall defend, indemnify and hold harmless Lawi Social and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Customer’s and Authorized Users’ use of and access to the Service, including any data or work transmitted or received by Customer or Authorized Users; (ii) Customer’s or an Authorized User’s violation of any term of the Agreement; (iii) Customer’s or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) Customer’s or an Authorized User’s violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of the posting, transmission or storage of any of Customer Data that is submitted via Authorized User accounts; or (vi) any other party’s access and use of the Service with Customer’s or an Authorized User’s unique username, password or other appropriate security code.
12.2 Indemnity by Lawi Social. Lawi Social shall defend, indemnify and hold harmless Customer and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all third party claims that the Services as provided by Lawi Social infringe a copyright or misappropriates a trade secret of that third party. If the Software and/or the Services become, or, in Lawi Social’s opinion are likely to become, the subject of such a claim, Lawi Social shall have the right to (i) obtain for Customer the right to continue using the Software and the Services, (ii) replace or modify the Software and/or the Services so that they become non-infringing, or (iii) terminate the Services and the license granted hereunder to the Software and provide a pro rated refund to Customer of the fees paid for the Services for the portion of the Term remaining at the time of such termination. THE FOREGOING STATES LAWI SOCIAL’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.
Lawi Social will have no liability for any infringement claim to the extent it (i) is based on modification of the Services or Software by or at the direction of Customer or an Authorized User; (ii) results from failure of Customer to use an updated version of the Services or Software made available to Customer; (iii) is based on the combination or use of the Software or the Services with any other software, program or device not provided or specified by Lawi Social if such infringement would not have arisen but for such use or combination or (iv) results from Customer’s operation of the Software or the Service in a manner that is inconsistent with its intended use.
12.3 Indemnity Mechanics. The foregoing indemnities are contingent on the indemnified party: (a) promptly notifying the indemnifying party of any claim; (b) permitting the indemnifying party to control and manage the defense of any claim (and any settlement); and (c) cooperating with the indemnifying party in the defense of any claim (and any settlement). All costs and expenses incurred by the indemnifying party in providing the foregoing indemnity shall be paid by the indemnifying party. Any indemnified party may join in defense with counsel of its choice at its own expense. The indemnifying party will not settle or resolve any such claim in a manner that imposes any liability or obligation on the indemnified party without the advance written approval of the indemnified party, which must not be unreasonably withheld or delayed.
13. Confidentiality
Each party undertakes not to disclose to any third party any information, including Customer Data, obtained from the other party in connection with the Services or otherwise, as can be regarded as a trade or professional secret (“Confidential Information”), otherwise than to the extent necessary in order to perform the Services, negotiate this Agreement and provide suggestions or Ideas. Each party agrees that it shall use the same degree of care that it utilizes to protect its own confidential information of a similar nature to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. The confidentiality obligation does not apply to such information as the recipient can show has become known to it in a way other than through the Services or from the other party or to information that is in the public domain. Furthermore, confidential information may be disclosed insofar as such disclosure is necessary to allow a party to comply with applicable law, with a decision by a court of law or lawfully required by a public authority, but then only after first notifying the other party of the required disclosure, unless such disclosure is prohibited. The foregoing confidentiality obligation shall apply during the Term and for a period of three (3) years after the expiration of the Agreement
14. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAWI SOCIAL AND CUSTOMER, THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL LAWI SOCIAL BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN INCLUDING BUT NOT LIMITED TO ANY BREACH OF SECTION 13.
CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICE ARE SET FORTH IN THE SERVICE LEVEL AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAWI SOCIAL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER’S OR AUTHORIZED USERS’ ACCESS TO AND USE OF THE SERVICES; (II) ANY ERRORS OR OMISSIONS IN, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (III) DAMAGE CAUSED BY THE POSTING, TRANSMISSION OR STORAGE OF CUSTOMER DATA SUBMITTED VIA AUTHORIZED USER ACCOUNTS, OR (IV) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY AUTHORIZED USER OR THIRD PARTY. IN NO EVENT SHALL LAWI SOCIAL, ITS DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO CUSTOMER OR ITS AUTHORIZED USERS FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AGGREGATE AMOUNT CUSTOMER PAID OR PAYABLE TO LAWI SOCIAL HEREUNDER DURING THE 12 MONTHS PRECEDING THE CLAIM.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LAWI SOCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
15. Miscellaneous
15.1 Assignment. Customer may not delegate, assign or transfer the Agreement or any of its rights and obligations under the Agreement without Lawi Social’s prior written consent, which shall not be unreasonably withheld or delayed, and any attempt to do so shall be void. A sale of substantially all the assets of Customer or a merger, re-organization, or change in control of fifty percent (50%) or more of the equity of Customer shall constitute an assignment for which Lawi Social’s consent is required.
15.2 Notices. Notices to the parties shall be in writing and shall be sent to the respective addresses set forth in the Specific Terms Schedule, Attention: Legal, or such new address as a party specifies to the other by written notice.
15.3 Applicable Law; Venue. The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California, without reference to its choice of law principles. Customer and Lawi Social hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California with respect to any claim arising under or by reason of the Agreement. The United Nations Convention on contracts for the International Sales of Goods shall not apply.
15.4 Entire Agreement. The Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of the Agreement, including the online Lawi Social Terms of Use Agreement with respect to Customer’s and its Authorized Users’ use of the Services, which is hereby terminated. Any terms and conditions of any purchase order or other instrument issued by Customer in connection with the Agreement which are in addition to, inconsistent with or different from the terms and conditions of the Agreement, including any confidentiality agreement to the extent it purports to cover any Customer Data or other information provided by Customer or Authorized Users in connection with this MSA, shall be of no force or effect. The Agreement may be modified only by a written instrument duly executed by authorized representatives of the parties. Any waiver by either party of any condition, term or provision of the Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of the Agreement is held invalid or unenforceable, such provision shall be replaced with an enforceable provision with as similar import as is legally permissible and the remainder of the Agreement shall continue in full force and effect.
15.5 Counterparts. The Agreement may be executed in two or more counterparts, including execution evidenced by Customer’s “clicking” on the “submit” button on Lawi Social’s website in connection with the purchase of the Services, in which event Lawi Social’s execution will be deemed to occur at the same time, each of which shall be deemed to be an original and each of which together shall constitute a single instrument.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
During the Term of the MSA, the Lawi Social Service web interface will be operational and available to Customer at least 99.9% of the time in any calendar month (the “Performance Commitment”). If Lawi Social does not meet the Lawi Social Performance Commitment, and if Customer meets its obligations under this Agreement, Customer will be eligible to receive the Service Credits described below. This Lawi Social Performance Commitment states Customer’s sole and exclusive remedy for any failure by Lawi Social to provide the Service.
1. Definitions. The following definitions shall apply to the Lawi Social Performance Commitment.
a. “Downtime” means, for a domain, if there is more than a five percent user error rate. Downtime is measured based on server side error rate.
b. “Downtime Period” means, for a domain, a period of ten consecutive minutes of Downtime. Intermittent Downtime for a period of less than ten minutes will not be counted towards any Downtime Periods.
c. “Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in a calendar month, divided by the total number of minutes in a calendar month.
d. “Scheduled Downtime” means those times where Lawi Social notifies Customer of periods of Downtime at least five days prior to the commencement of such Downtime. There will be no more than twelve hours of Scheduled Downtime per calendar year. Scheduled Downtime is not considered Downtime for purposes of this Lawi Social Performance Commitment, and will not be counted towards any Downtime Periods.
e. “Service” means the service provided by Lawi Social to Customer under the applicable Agreement.
f. “Service Credit” means the following:
Monthly Uptime Percentage Days of Service added to the end of the Service term, at no charge to Customer

< 99.9% – ≥ 99.0% 3 < 99.0% – ≥ 95.0% 7 < 95.0% 15 2. Customer Must Request Service Credit. In order to receive any of the Service Credits described above, Customer must notify Lawi Social within thirty days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit. 3. Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Lawi Social to Customer for any and all Downtime Periods that occur in a single calendar month shall not exceed fifteen days of Service added to the end of Customer’s term for the Service. Service Credits may not be exchanged for, or converted to, monetary amounts. 4. Lawi Social Performance Commitment Exclusions. The Lawi Social Performance Commitment does not apply to any service(s) that expressly exclude this Lawi Social Performance Commitment (as stated in the documentation for such services) or any performance issues: (i) caused by factors outside of Lawi Social’s reasonable control; or (ii) that resulted from Customer’s equipment or third party equipment, or both (not within the primary control of Lawi Social).