TERMS OF SERVICE
LSP Ware Terms of Service
These Terms of Service govern your use of the LSP Ware products and services, Atrium platform and all services connected to the LSP Ware Atrium platform, including, but not limited to, the cloud application, mobile application, and all integrations provided by LSP Ware (“We”, “Us”, or “Our”).
Acceptance of Terms
This Terms of Service document is an agreement between You and LSP Ware, a wholly-owned subsidiary of Propio LS, for the services You have selected. “You” refers to you personally and the business or legal entity for which you are acting in agreeing to the Terms.
Violation of any of the terms of service may result in the termination of your account.
We may from time to time, post legal notices or amendments to these terms of service. We will make You aware of the posting of each Legal Notice at least 15 days before the date the Legal Notice will become effective. If within that 15-day period, You do not give us notice that You are terminating Our agreement in full, then Your use of any of the services after a Legal Notice becomes effective will constitute Your acceptance of the terms of that Legal Notice.
When You use our services or send emails to Us, You are communicating with Us electronically. You consent to receive communications from Us electronically. We will communicate with You by email and You agree that any notice We provide You under these terms may be delivered in that manner. All agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communication be in writing.
Use of Services and License of Software
We grant You a limited, revocable, non-exclusive, and non-assignable license to access and make use of the Services in accordance with these terms. This license includes any software provided as part of the Services, including any updates, upgrades, modifications, and enhancements (the “Software”).
The Software will automatically install updates from Us from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functionality, new software modules, and completely new versions. You agree to receive such updates (and permit Us to deliver these to You) as part of Your use of the Services.
When You use the Services, You may interface with software owned and licensed by someone other than Us. If you do, Your use of these other services and software will be subject to the terms of an agreement between You and the owner or licensor of those services and software. Any such terms are completely separate from these Terms of Service.
Restrictions and Responsibilities
You are responsible for the failure of any Users to comply with these terms of service. “Users” mean any individuals or entities that use the Services with Your authorization or in connection with Your business. Users may include but are not limited to, Your employees, consultants, contractors, agents, representatives, and other third parties doing business with You, regardless of whether they have been provided User identifications or passwords by You.
You will not reproduce, duplicate, copy, sell, resell, trade, or otherwise exploit the Services or any portion of the Services for any purpose. You may not (and You may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part of the Software.
You will not access or use the Services for the purpose of competing with Us or assisting someone else to compete with Us or in any way that will be in violation of any applicable law, regulation, or generally accepted practice or guideline (including any laws regarding the export of data or software to and from the United States or other countries). You will not interfere or disrupt, or permit any action to be taken that interferes or disrupts, the integrity or performance of the Services or the servers or networks used in connection with providing the Services.
The Services are not subject to any limitations on the number of Users, the number of Projects, Data storage space, or the frequency with which You access the Services. These and other limitations may apply in the future, in which case We will announce them in the form of a Legal Notice.
Your Account, Security, and Privacy
To access or use the Services, You will be required to provide us with information about Yourself as part of the registration process or as part of Your continued use of the Services. You are solely responsible for maintaining the confidentiality of Your account, user IDs, and passwords and for restricting access to Your computer. You are solely responsible for all activities that occur under Your account, user IDs and passwords. If You become aware of any unauthorized use of Your account, You will contact us immediately.
We are committed to the privacy of information provided by You and the Users, and We work hard to protect LSP Ware and Our users from unauthorized access to or unauthorized disclosure or destruction of information We hold. In order to help protect the privacy of that information, We implement security features, including the use of encryption, firewalls, back-ups, passwords, and audits. Our security procedures are subject to change from time to time at Our discretion.
Despite Our best efforts with respect to security of information, You acknowledge that no security system is completely error-free, hacker-proof, or fail-safe. Information and Data that You provide will be available to You and others to whom You have permitted access to the Services.
We use reasonable commercial efforts to prevent outages and network downtime. We do not and cannot control the flow of data to or from Our network, other portions of the internet, and Your devices and equipment. The services provided here depend in large part on the performance of internet services and devices, not under Our control. At times, actions or inactions or such devices and internet services can impair or disrupt Your connections and access to the network of services We provide. Although We use commercially reasonable efforts to take all actions appropriate to remedy and avoid such events, We cannot guarantee that such events will not occur.
Content, Ownership, and Protection of Your Data
“Data” includes all electronic data and information You or the Users enter as You use Our Services. You retain ownership of Your Data at all times. Your data is kept in a completely separate database instance and is never mingled with any other customer’s data. We will not modify Your Data unless requested by You. We will not disclose Your Data except to the extent such disclosure is necessary to perform the Services for You, is required by law or is permitted by You. You will ensure the accuracy, and quality of Your Data and the manner in which you obtained Your Data.
Our Proprietary Rights
We own all legal rights, title, and interest in and to the Services, including any intellectual property rights included in the Services (whether those rights are registered or not, and wherever in the world those rights may exist). You will not remove, obscure, or alter any proprietary rights notices that may be affixed to or obtained within the Software of the Services.
We will develop updates to the Software and other Services from time to time. You or the Users may have created the ideas for these updates and We welcome those from You. We will have a royalty-free worldwide, irrevocable, transferable, non-exclusive, and perpetual license to use and incorporate into the Software and other Services any ideas, suggestions, enhancement requests, recommendations, and other feedback provided by You and the Users.
You will not use any of Our confidential or proprietary information for any purpose other than using or accessing the Services for Your normal and customer business operations. You will not disclose to any other individual or entity Our confidential or proprietary information except to the extent required by law or to the extent necessary to obtain legal, accounting, or tax advice from Your professional advisors in connection with the Services. Except as stated below, all information We disclose to You, whether orally or in writing and whether the information is marked confidential, will constitute Our confidential and proprietary information. Our confidential information does not include any information that is or becomes available in the public domain, other than as a result of disclosure by You, can be proven by You to have become available to You on a non-confidential basis from a source other than Us, or can be proven by You to have been in Your possession prior to the disclosure of the information by Us.
You agree to pay all fees due for the Services. Our fees may include an account initiation or set-up fee, a fixed monthly base access fee, and a variable monthly charge based on usage. The account initiation or set-up is non-refundable. We will invoice You each month for the monthly base and usage fees. All fees are paid in arrears.
Our fees do not include any taxes, duties, or other governmental charges or assessments of any nature including, but not limited to, value-added, sales, use, or withholding taxes (“Taxes”). You are responsible for paying Us any Taxes that We are required by law to collect from You and We will invoice You for those Taxes.
Our fees may also include fees and expenses for developing custom enhancements at Your request. These fees and expenses will be described on a Statement of Work that We sign and You sign. The terms and conditions of payment will be outlined in the Statement of Work along with an estimated time frame for completion.
We will invoice You for all fees and any Taxes. You will pay these amounts to Us within 30 days of the invoice date. If We do not receive your payment by the due date, then We may charge interest on the past due amounts at the rate of 1.5% of the outstanding balance per month (or 18% per year), or the maximum rate permitted by law, whichever is lower, from the due date until the date paid. If any amounts due from You are more than 10 days overdue, then We may suspend the Services until such amounts and all accrued interest are paid in full. We will not exercise Our rights to collect interest on past due amounts or suspend the Services while You are disputing the applicable fees reasonable and in good faith and diligently cooperating with us in attempts to resolve the dispute.
Term of Agreement
(a) Term of Agreement. This Agreement commences on the Effective Date and shall remain in effect until terminated in accordance with Section (c).
(b) Term of Subscriptions. Customer’s access to the purchased Subscription Services shall commence on the start date specified in the relevant LSPWare’s Order Form and continue for the Subscription Term specified on such Order Form. At the expiration of each Subscription Term, the Subscription Term for all purchased Subscription Services will automatically renew for the same period as the renewing Subscription Term, unless either Party elects to not renew by notifying the other Party in writing at least 30 days before such renewal (or at anytime before the renewal date, if the expiring Order Form provides for a month-to-month subscription).
(c) Termination. Either Party may terminate this Agreement and/or any Order Form by providing written notice to the other Party in the event the other Party materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to: (i) cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or (ii) if the breaching Party is incapable of curing such breach within thirty (30) days, provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan. In addition, a Party may terminate this Agreement by providing written notice to the other Party if there are no Order Forms in effect for more than thirty (30) days, continuously.
(d) Upon Your request made within 30 days after the effective date of the termination if all fees owed to Us under this agreement have been paid in full, We will deliver to You the files of Your data in an appropriate file format. After this 30 day period, We will have no obligation to maintain, store or provide any of Your Data and We may, unless legally prohibited from doing so, delete all of Your Data in Our systems or under Your control.
(e) Termination will not relieve You from Your obligations to pay any fees payable to Us for the period prior to the effective date of the termination. We will invoice You for any unpaid fees. In no case will You be entitled to a refund of all or any portion of any account initiation or set-up fees.
Warranties and Exclusions
THE SERVICES ARE PROVIDED “AS IS” AND LSPWARE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LSPWARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LSPWARE MAKES NO WARRANTY OF ANY KIND THAT THE ATRIUM APPLICATION, OR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. LSPWARE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY INTEGRATIONS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICES ARE FREE OF PROBLEMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES WILL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
Limitation of Liability
LSPWARE WILL NOT BE LIABLE TO YOU OR OTHERS FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SERVICES OR YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY DOCUMENTATION TO OR FROM THE WEBSITE, WEB APPLICATIONS OR MOBILE APPLICATIONS. IN NO EVENT WILL LSPWARE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LSPWARE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT WILL LSPWARE’S AGGREGATE LIABILITY OR LSPWARE’S INDEMNIFICATION OBLIGATIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO LSPWARE IN CONNECTION WITH THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $100.00.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND LSPWARE AND SHALL APPLY TO ALL CLAIMS OF LIABILITY, EVEN IF LSPWARE HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
The following sections, and any other provision of these terms that, by their nature or content are intended to survive, will survive the termination of this agreement between You and Us:
- Restrictions and Responsibilities
- You Account Security and Privacy
- Content, Ownership and Protection of Your Data
- Our Proprietary Rights and Confidentiality
- Warranties and Exclusions
- Remedies, Limitation of Liability and Indemnification
- Miscellaneous Provision
You may not assign Your rights to the Services without Our prior written consent. The Terms will be binding upon and benefit Us and You and each of our successors and permitted assigns.
The Terms and Our obligations and Your obligations will be interpreted in accordance with the laws of the State of Kansas, without regard to its choice of law rules. All lawsuits arising out of or relating to the Services must be filed in the federal or state courts sitting in jOhnson County, Kansas, and We submit and You submit to the exclusive jurisdiction of such courts.
Our waiver of any breach by You of any of Your obligations under the Terms, or Our delay in enforcing any of Our rights or remedies, will not mean that We have waived any other breach by You of the same obligation or any breach by You of any different obligation or that We have waived any of Our rights or remedies. Likewise, Your waiver of any breach by Us of any of Our obligations under the Terms, Your delay in enforcing any of Your rights or remedies, will not mean that You have waived any other breach by Us of the same obligation or any breach by Us of any different obligation or that You have waived any of Your rights or remedies.
If any provision of the Terms is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be enforced to the extent of its validity, legality, or enforceability and the remaining Terms will in no way be affected or impaired.
There are no third-party beneficiaries to Our agreement with You. We are not partners, joint venturers, franchisor/franchisee, or principal/agent with one another.
You will pay all reasonable attorneys’ fees and costs incurred by Us in collecting amounts You owe Us and in otherwise enforcing Our rights and remedies against You, to the extent we are successful in Our collection or enforcement efforts.
Our principal place of business is located at 10801 Mastin Street, Suite 580, Overland Park, KY 66210, United States.