Terms and Conditions of Use
These Terms and Conditions (“Terms”) apply to and are incorporated by reference into the ordering document (the “Order Form”) made by and between LetsAllDoGood, Inc. ( “LetsAllDoGood,” “we,” “our,” or “us”) and the Customer (“Customer or “you”) (as identified in the Order Form) and sets forth the terms and conditions under which Service Provider will provide the Customer with access to certain Services (as defined below). LetsAllDoGood and Customer may be collectively referred to as “Parties” and/or individually as “Party.”
In consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows:
A. Services. “Services” means, collectively and individually, the services provided by LetsAllDoGood including all underlying Software (as defined in this Section) and technology. “Software” means all LetsAllDoGood software and other applications and all modifications, updates, enhancements, or replacements for any of the foregoing.
Subject to the earlier of the execution of the Order Form or the payment of the applicable fees, LetsAllDoGood grants Customer a limited, nonexclusive, revocable, non-assignable, nontransferable, non-sublicensable license to access and use the Services. Customer agrees to comply with these Terms and solely Customer is responsible for the accuracy, integrity, legality, reliability, and appropriateness of all data and other information submitted, input, or provided using the Services.
Technical Support. During LetsAllDoGood’s normal business hours, LetsAllDoGood will provide Customer technical support for the Services via email at email@example.com. Unless otherwise specified.
B. Fees and Payment.
Customer agrees to pay to LetsAllDoGood the fees for the Services as identified in the Order Forms (collectively, the “Fees”). Fees shall be paid by Customer within thirty (30) calendar days from invoice date. Fees do not include any applicable taxes and other charges, or assessments imposed or levied by any government in connection with these Terms. Solely Customer shall be responsible for the payment of such taxes, if any. To the extent that LetsAllDoGood is responsible for collecting such taxes, they will be charged as a separate line item on invoices and Customer shall pay such taxes. LetsAllDoGood may impose late charges on overdue payments at a rate equal to the lesser of one and a half percent (1.5%) per month or the highest rate permitted by law, calculated from the date payment was due until the date payment is made, and Customer shall reimburse LetsAllDoGood for all expenses incurred in collection, including reasonable attorney fees.
C. Intellectual Property; Ownership.
Customer understands and agrees that LetsAllDoGood or, as applicable, its suppliers and licensors, own all right, title, and interest in and to the Confidential Information and the Services, including all copies thereof and the Services’ text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, as well as all copyright, trademark, and other intellectual property rights in or to the same (collectively, “Intellectual Property Rights”). These Terms do not provide Customer with any title or ownership of any Intellectual Property Rights. Except as expressly described in these Terms, no licenses or other rights, express or implied, are granted by LetsAllDoGood to you under any patent, copyright, trademark, trade secret, or other intellectual property right of LetsAllDoGood. Customer shall not remove, alter, modify or deface any copyright notice, trademark notice, other confidentiality or proprietary notices, logos, or names from the Services, including, but not limited to, those that identify LetsAllDoGood or any other party as the source of origin of such Services, information or documentation. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to LetsAllDoGood or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. The Services may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners.
D. Warranties and Disclaimers.
THE SERVICES, CONTENT, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE ARE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SERVICES, INCLUDING ALL MATERIALS CONTAINED THEREIN. YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICES, AND ANY OTHER DAMAGE THAT MAY BE INCURRED. YOU ACKNOWLEDGE THAT LETSALLDOGOOD DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. LETSALLDOGOOD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. LETSALLDOGOOD MAKES NO REPRESENTATION THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS THE SERVICE FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS.
E. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL LETSALLDOGOOD OR ITS SUPPLIERS OR ITS SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY:
FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU TO LETSALLDOGOOD HEREUNDER DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM;
FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER;
FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR
FOR ANY MATTER BEYOND LETSALLDOGOOD'S REASONABLE CONTROL.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
HOWEVER, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LETSALLDOGOOD’S BREACH OF WARRANTY, IN WHICH EVENT THE LETSALLDOGOOD PARTIES’ LIABILITY TO YOU WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO LETSALLDOGOOD DURING THE SIX (6)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS OF LIABILITY REPRESENT THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THE FEES AGREED TO BY THE PARTIES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
Customer agrees to indemnify, defend and hold LetsAllDoGood, affiliates, officers, directors and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
Termination for Material Breach. These Terms may be terminated by either Party upon thirty (30) calendar days’ written notice for a material breach by the other Party, unless such other Party cures the breach within the thirty (30)-calendar day notification period.
Termination for Breach. We reserve the right to immediately and without notice terminate these Terms and deny access to the Services to any Customer whom we have reasonable grounds to believe may be using the Services for an unlawful or unauthorized purpose, or in breach of any of the provisions contained in Section H (Restrictions).
Effect of Termination. Termination of these Terms does not relieve Customer of any outstanding payments due or any liability arising prior to termination. Customer acknowledges and agrees that all prepaid Fees are non-refundable. Upon termination of any Service hereunder, Customer shall immediately cease using, and return or destroy, as applicable, all Services and Confidential Information. LetsAllDoGood will allow the Customer thirty (30) calendar days from the date of termination of any subscription to any Service to retrieve Customer’s data via the applicable Service.
Customer agrees to only access and use of the Services as expressly authorized in these Terms. Customer shall be responsible for complying with all local, state, and federal laws and regulations that apply to Customer’s access to or use of the Services. Customer specifically agrees not to (1) reverse engineer, decompile, disassemble, or derive the source code of any Service or any Confidential Information or any portion thereof; (2) copy, publish, license, rent, modify, or create derivative works of any Service; (3) use the Service to infringe the patent, copyright, trademark, trade secret, or other intellectual property rights of any third party or any third-party rights of publicity or privacy; (4) use the Services to post, transmit, or propagate any virus, Trojan horses, worms, time bombs, cancelbots, malware, adware or other computer programming that may damage, interfere with, surreptitiously intercept, or expropriate any system or data; (5) use the Service in violation of any applicable law, statute, ordinance or regulation or for unlawful purposes; (6) gain or attempt to gain unpermitted access by any means to any LetsAllDoGood computer system, network, or database; (7) file copyright, trademark, patent, or other intellectual property applications that include the Services or any portion thereof; (8) access, use, or copy any portion of the Services, including any of their content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms, or harvest or collect email addresses or other contact information of other users of LetsAllDoGood’s services by electronic or other means; (9) engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Services for purposes of creating or compiling that content for any purpose other than your authorized use of the Services as permitted by these Terms; (10) provide inaccurate, incomplete, or out-of-date information via the Services, provide information via the Services to which you do not have sufficient rights or permissions to use or provide to LetsAllDoGood, or commit fraud or falsify information in connection with your use of the Services; or (11) become directly or indirectly involved in any illegal or immoral activity, as solely determined by us. LetsAllDoGood reserves the right to take any action against Customer that LetsAllDoGood deems appropriate, including without limitation by suspending or terminating access to the Services.
“Confidential Information” includes all confidential or proprietary information, documentation, data, know-how, devices, designs, trade secrets and technology, whether obtained by a Party under this Agreement from the other Party before or after the execution of this Agreement, without regard to medium of storage or method of transmission of such information, including without limitation (i) all proprietary documents, including but not limited to this Agreement, the Services, service descriptions, business plans, bids, proposals, financial data, memoranda, manuals, handbooks, production books and audio or visual recordings developed by a Party; (ii) all computer software and systems developed or provided by one Party to the other (including all documentation relating thereto); (iii) all proprietary methods, algorithms, logic, techniques, policies, strategies and procedures utilized by LetsAllDoGood in connection with the provision of the Services, and all Intellectual Property, (iv) all other material bearing a “Confidential Information” or similar designation; (vi) any written, oral or visual information not marked or designated as confidential or proprietary at time of disclosure but that by its nature the recipient knows or should know is confidential; and (vii) any Personal Data. The Parties will not disclose all or any part of the Confidential Information to any other person or entity, except to employees and contractors who have a need to know for purposes of receiving, implementing, or using the Services as permitted hereunder and in accordance with these Terms, provided those employees and contractors are bound by confidentiality obligations no less stringent than those contained in these Terms. Customer may not use the Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under these Terms. Customer shall not use or permit any use of all or any part of the Confidential Information or attempt to sell, assign, convey, lease, sub-license, commercially exploit, or otherwise market or use all or any part of the Confidential Information in any way or manner, except as expressly permitted by this Section. Customer will be responsible for all breaches of this Section by its employees and contractors. Customer may also disclose the Confidential Information as follows: (i) with LetsAllDoGood’s specific prior express written consent in each instance of disclosure; and (ii) if required by law to disclose the Confidential Information, but only after prompt notice to LetsAllDoGood of such requirement or request and after allowing LetsAllDoGood sufficient time to review any proposed disclosure, such that LetsAllDoGood has a reasonable opportunity to oppose or prevent a disclosure; in any event, Customer will release only that Confidential Information that Customer’s legal counsel advises is required to be disclosed in order to comply with the request.
J. Data and Data Protection.
The Parties acknowledge that the Services may be used to process information regulated by privacy or data protection laws. To the extent that any applicable privacy or data protection laws impose an obligation upon LetsAllDoGood to comply with an individual’s request for access to or correction of their personally identifiable information, Customer agrees that it shall satisfy such obligations. LetsAllDoGood shall implement and maintain organizational, physical, and electronic security measures and LetsAllDoGood will comply with applicable data protection and privacy protections laws and regulations governing the collection, use or disclosure of personally identifiable information.
K. Notices. All notices permitted or required by these Terms shall be in writing and shall be delivered by certified or registered mail, postage prepaid and return receipt requested. Notices shall be sent to LetsAllDoGood, Inc. at 10 Lynn Fells Parkway, Melrose MA 02176.
L. Severability & Survival. Any provisions that by their nature are intended to survive termination shall survive any (termination of these Terms, including without limitation: Section B (Fees & Payment); Section C (Intellectual Property); Section D (Warranties & Disclaimer); Section E (Limitation of Liability); Section F(Indemnity); Section I, (Confidentiality); and Section J, (Data and Data Protection).
These Terms may not be assigned by Customer without the prior written consent of LetsAllDoGood. Any attempt by Customer to assign these Terms without such prior written consent shall be null and void.
N. Applicable Law.
This Agreement shall be governed, construed, enforced and performed in accordance with the laws of Delaware, without reference and/or regard to its conflicts of laws principles. Each Party hereby submits to the exclusive jurisdiction of the courts the Delaware and hereby waives any objections to venue with respect to actions brought in such courts.
LetsAllDoGood makes its Services available to any potential customer, except to any known terrorist organization; entities listed as banned by the US Department of Treasury Office of Foreign Assets Control ("OFAC") database; entities banned by Financial Crimes Enforcement Network (“FINCEN”) (the US Department of Treasury’s Anti Money Laundering arm); entities listed on the US Commerce Departments Entity List of Table of Denial Orders; entities involved in any illegal or immoral activities and and/or Hate Group(s) (as defined herein). A Hate Group is defined as a social group that advocates and practices hatred, hostility or violence towards members of a race; ethnicity; nation; religion; gender; gender identity; sexual orientation; or any other designated sector or society.
LetsAllDoGood reserves the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Services and, by accessing or using the Services after changes are posted, you agree to those changes. Material changes will be conspicuously posted on the Service or otherwise communicated to you.