PLEASE REVIEW THE TOU CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TOU, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOU, YOU MAY NOT ACCESS OR USE THE SERVICE.
THE TOU REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TOU OR YOUR ACCESS TO OR USE OF THE SERVICE , INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOU (EACH, A “CLAIM”), AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 17 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
You represent and warrant that you: (i) are over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (ii) are of legal age to form a binding contract; (iii) have the right, authority, and capacity to agree to and abide by the TOU and (iv) not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction.
3. GRANT OF RIGHTS
- (a) Subject to and conditioned on your compliance with the TOU, LPS grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view pages within the Service.
- (b) To the extent that the Service provides access to any online software, applications or other similar components, subject to and conditioned on your compliance with the TOU, LPS grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use such components only in the form within the online platform provided by LPS.
- (c) LPS may make available mobile application software for access to and use of certain components of the Service (collectively, “Mobile Apps”). Your access to and use of Mobile Apps is subject to the applicable end user license agreement for each app. If any Mobile App is downloaded by you from the iTunes App Store (each, an “iOS Mobile App”) or other app store provider, your use of such iOS Mobile App or other app is further subject to your compliance in all material respects with the terms and conditions of the Usage Rules set forth in the iTunes App Store Terms of Service or other app store provider’s terms of service, as applicable. The TOU is between you and LPS only, and not with Apple Inc. (“Apple”) or any other app store provider, and Apple or such other app store provider is not responsible for iOS Mobile Apps or such other Mobile Apps and the contents thereof; however, Apple and Apple’s (or such other app store provider and its) subsidiaries are third-party beneficiaries of the TOU with respect to iOS Mobile Apps or Mobile Apps, as applicable.
- (d) All rights granted to you under the TOU are subject to your compliance with the TOU in all material respects and may only be exercised by you for your personal, non-commercial use or internal business purposes. Your access to and use of the Service must further comply in all material respects with any usage guidelines posted by LPS.
- (e) You may not use the LPS name, brands, trademarks, service marks and logos that LPS makes available on the Services (“Marks”). LPS claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with LPS. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to LPS’s benefit.
- (a) You may browse the Service without registering, but some features may not be accessible unless you register. In registering for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or LPS reasonably suspects that you have done so, LPS may suspend or terminate your account.
- b) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify LPS immediately of any unauthorized use of your account or password or any other similar breach of security.
5. RESPONSIBILITY FOR CONTENT
- (a) You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not LPS, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service (“Your Content”), and other users of the Service, and not LPS, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service (“User Content”).
- (b) You acknowledge and agree that LPS has no obligation to pre-screen Content (including Your Content and User Content), although LPS reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Without limiting the generality of the foregoing sentence, LPS shall have the right to remove any Content that violates the TOU or that it deems objectionable.
- (c) To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in the TOU with respect to Your Content; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.
- (d) Some portions of the Service allow you to participate in surveys administered by LPS on behalf of clients it services (“Clients”) in which you may provide information about yourself and your organization (“Survey Data”). In the event that you participate in such surveys, you represent and warrant that: (i) you are authorized, on behalf of yourself and your organization, to make Survey Data available for use by LPS and Clients; and (ii) the information you provide is true and accurate.
6. RIGHTS TO CONTENT
- (b) You acknowledge and agree that the technical processing and transmission of data associated with the Service, including Your Content, may require: (i) transmissions over various networks and across boarders; and (ii) modifications or changes to conform, connect and adapt to technical requirements of connecting networks or devices.
- (c) Except with respect to Your Content, you acknowledge and agree that, as between you and LPS, LPS and its licensors own all rights, title and interest (including all intellectual property rights) in the Service and all Content and other materials within the Service. The Service is protected by U.S. and international copyright and other intellectual property laws and treaties. The Service provided to you hereunder or available to you through the Service is licensed, not sold, and LPS retains and reserves all rights not expressly granted to you in the TOU.
- (d) Except with respect to Your Content, you may not: (i) use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Service, except as expressly permitted under the TOU; (ii) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive trade secrets, algorithms or the source code, architectural framework or data records of any software within or associated with the Service; (iii) interfere with or disrupt the integrity or performance of the Service, including by disrupting the ability of any other person to use or enjoy the Service; (iv) provide use of the Service on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Service or “frame” or "mirror" the Services on any other server, or wireless or Internet-based device; (v) access the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by LPS; ; or (vi) remove or obscure any proprietary notice that appears within the Service.
7. USER CONDUCT
- In connection with your access to or use of the Service, you will not:
- (a) upload, post, email, store, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware; (vi) contains infringing, libelous, or otherwise unlawful or tortious material; or (vii) consists of information that you know or have reason to know is false or inaccurate.
- (b) impersonate any person or entity, including LPS personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
- (c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
- (d) act in a manner that negatively affects the ability of other users to access or use the Service;
- (e) take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure;
- (f) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- (g) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Service, or substantially download, reproduce or archive any portion of the Service;
- (h) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Service, including your user account and password; or
- (i) violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights.
- LPS’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of the TOU by LPS, and does not create a private right of action for any other party.
8. SUGGESTIONSIf you elect to provide or make available to LPS any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), LPS shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.
11. MODIFICATIONS TO THE SERVICELPS reserves the right at any time to modify or discontinue the Service (or any portion thereof) with or without notice, and LPS shall not be liable to you or any third party for any such modification or discontinuance.
12. INDEMNIFICATIONYou shall indemnify, defend and hold LPS and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “LPS Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, resulting from or arising out of: (a) Your Content; (b) your violation of the TOU, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Service.
13. DISCLAIMER OF WARRANTIES
- (a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LPS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
- (b) LPS PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE VIRUS-FREE OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
- (c) ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.
- (d) THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
14. LIMITATION OF LIABILITY
- (a) LPS PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF LPS PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL LPS PARTIES’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE TOU OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO LPS FOR ACCESS TO THE SERVICE WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.
- (b) THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- (a) If you violate the TOU, all rights granted to you under the TOU shall terminate immediately, with or without notice to you.
- (b) You access to certain portions of the Service may be limited to a fixed duration. For example, access to surveys will conclude upon the conclusion of the time period designated for the survey.
- (c) Upon termination of the TOU for any reason: (i) LPS, in its sole discretion, may remove and discard Your Content; (ii) you will immediately cease your use of the Service; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOU shall survive such expiration or termination. Further, you agree that that LPS shall not be liable to you or any third party for any termination of your account or access to the Service.
16. GOVERNING LAWThe TOU shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of New York, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOU, regardless of the states in which the parties do business or are incorporated.
17. BINDING ARBITRATION AND CLASS ACTION WAIVER
- (a) ALL CLAIMS (AS DEFINED IN SECTION 1) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THE TOU AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
- (b) The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in the County and State of New York or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
- (c) WE EACH AGREE THAT ALL CLAIMS (AS DEFINED IN SECTION 1) SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN THE COUNTY AND STATE OF NEW YORK. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
- (d) Notwithstanding anything to the contrary, you and LPS may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 17.
- (e) If LPS implements any material change to this Section 17, such change shall not apply to any claim for which you provided written notice to LPS before the implementation of the change.
18. LEGAL COMPLIANCEYou represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where the Services are accessed or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
19. U.S. GOVERNMENT ENTITIESThis section applies to access to or use of the Service by a branch or agency of the United States Government. The Service includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in the TOU with respect to the such items, and any access to or use of the Service by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.
20. NO THIRD-PARTY BENEFICIARIESYou agree that, except as otherwise expressly provided in the TOU, there shall be no third-party beneficiaries to the TOU.
21. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENTIf you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide LPS’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact LPS’s Agent for Notice of Copyright Claims. LPS’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
1613 S Capital of Texas Hwy, Suite 300
Austin, TX 78746
Phone: (512) 298-1265
Email: firstname.lastname@example.org; email@example.com
22. CALIFORNIA USERS & RESIDENTSIn accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.