Libring Terms and Conditions
These Terms of Service (the “Terms of Service“ or the “Agreement“) set forth the terms and conditions upon which Libring Technologies, Inc. (“Libring“, “we“, or “us“), a Delaware corporation, makes available an online service (“Libring Edge“ or the “Service“) to you (“Customer“ or “you“).
Your license to use the Service is expressly conditioned on your continued compliance with this Agreement. By accessing or using the Service in any way, you become bound by this Agreement. Changes to this Agreement shall only be effective if in writing and signed by both Parties. Subject to Section 21, this Agreement also incorporates the terms of the Libring privacy policy and cookie policy. Libring shall provide Notice to Customer if any change is made to Libring’s privacy policy or cookie policy and any such changes shall apply to Customer upon provision of such Notice.
1. Description of the Service; License to Use Service.
2. License to Use Service. Subject to the terms and conditions of this Agreement, Libring hereby grants to Customer as of the Effective Date a non-exclusive, non-sublicensable, non-transferable and limited license to use the Service solely for the purposes described herein.
3. Creation of Account.
4. Responsibility for Data. We will use commercially reasonable efforts to provide the Service on an error-free basis, but we cannot guarantee that the Customer Data or Reports will not ever be deleted or inaccessible within the platform. You acknowledge and agree that Libring will not be responsible for any failure of the Service to convert Customer Data or store Customer Data or Reports. You acknowledge and agree that Libring will not be responsible for the deletion by the Customer or any third party of Customer Data or Reports stored or processed during the provision of the Service, or for the corruption of or deletion of any data, information or content contained in Customer Data or Reports caused by Customer or any third party. You bear full responsibility for archiving and backing up your Customer Data and Reports and sole liability for any inaccessible or irrecoverable Customer Data or Reports.
5. Privacy Policy and Cookie Policy. Libring respects the privacy of others. This Agreement incorporates the terms of the Libring Privacy Policy located at https://libring.com/privacy-policy/ and the Libring Cookie Policy located at https://libring.com/cookie-policy/.
6. Copyright Policy. Unauthorized copying, modification, distribution, public display, or public performance of a copyrighted work obtained through use of the Service is expressly prohibited hereunder. Libring may, at its discretion, remove content, disable and/or terminate the accounts of users and/or deny users future access to the Service, if Libring believes that such users may be infringing the intellectual property rights of others, including Libring, or otherwise potentially expose Libring to civil or criminal liability.
7. Proprietary Rights. All right, title, and interest in and to the Service are and will remain the exclusive property of Libring, subject to the limited license granted to Customer hereunder. Except as expressly permitted in this Agreement, Customer may not reproduce, modify, distribute, sell, transfer, or otherwise use the Service. You acknowledge that all content, intellectual property, and materials provided in connection with the Service, including but not limited to any and all products, content, images, trademarks, service marks, logos, product names, trade names, graphics, sounds, graphical user interfaces, and software (collectively “Materials”), are provided either by Libring or by its third party authors, developers and vendors (collectively “Third-Party Providers”) and the underlying intellectual property rights therein are owned by Libring and/or its Third Party Providers. Except as explicitly set forth herein, you may not reproduce, modify, distribute, sell, transfer, or otherwise use any Materials without the prior written consent of Libring or the applicable Third-Party Providers, as the case may be. Notwithstanding the foregoing, neither Libring nor its Third-Party Providers has any right, title, or interest in any materials uploaded by users or directly derived from materials uploaded by users, or in any Customer Data, other than Libring’s right to use the same solely in the course of providing the Service as contemplated hereby.
8. Ownership and Use of Customer Data. Libring has no ownership interest in any Customer Data or the content of the resulting Reports, and as between Libring and Customer, Customer shall retain all ownership rights therein; provided, however, that, notwithstanding the foregoing,
9. Confidentiality. “Confidential Information” means any and all technical and non-technical information or data (including, without limitation, any aggregated and anonymized data) and any other non-public information disclosed or learnt in connection with this Agreement, whether in printed, textual, oral, graphic, or electronic form, including, without limitation, information relating to patents, trade secrets, techniques, inventions, know-how, processes, algorithms, software programs, software source documents, functional requirements, design details and specifications related to the current, future products and proposed sale of products and services of a party as well as information related to its finances, procurement requirements, purchasing, manufacturing, pricing, customer lists, business forecasts, marketing plans and personnel. All Customer Data is deemed Customer’s Confidential Information.
Each party shall (a) use any disclosing party’s Confidential Information only as necessary to fulfill its obligations hereunder, (b) hold the disclosing party’s Confidential Information in strict confidence, and (c) not disclose the disclosing party’s Confidential Information to any third parties, except to those of its employees or contractors who need to know such information to perform the receiving party’s obligations hereunder and who have previously agreed in writing to protect third party confidential information. A receiving party shall either deliver promptly to the disclosing party or destroy promptly (and certify the completion of such destruction to the disclosing party) all Confidential Information and all copies thereof in the receiving party’s possession at any time upon the disclosing party’s request and upon the termination of this Agreement. The above obligations will not apply to Confidential Information which is already known to the receiving party at the time it is disclosed or which: (i) has become publicly known through no wrongful act of the receiving party; (ii) has been rightfully received from a third party without restriction on disclosure and without breach of this Agreement or other agreements entered into by the receiving party; (iii) has been independently developed by the receiving party; or (iv) has been approved in writing for release by the disclosing party prior to disclosure. If the receiving party receives a court order or is otherwise required by law to disclose any Confidential Information, the receiving party shall (y) notify the disclosing party immediately upon receipt of such court order or other document requiring disclosure, such that the disclosing party has time to object and move for a protective order, and (z) regarding any Confidential Information to be filed with a court, file it under seal and/or request that the court seal such Confidential Information prior to the receiving party’s disclosure. Except as may be required by such court order or law, the receiving party’s obligations with regard to such Confidential Information as set forth above will remain in full force and effect. The receiving party acquires no licenses or other rights to the Confidential Information of the disclosing party under this Agreement.
10. General Prohibitions. As a condition to your use of the Service, you agree not to:
Libring does not monitor your access to or use of the Service and has no obligation to do so. However, Libring has the right to do so for any legitimate purpose including, but not limited to, operating the Service, ensuring your compliance with this Agreement, and complying with applicable law or any order or requirement of a court, administrative agency, or other governmental body.
11. Partner Offer. Partner Offer is an option provided by Libring allowing Customers who opt in to share portions of a Customer’s Data with designated third parties (“Partners”). Due to the sensitive nature of Customer Data, Libring will share with Partners only the Customer Data that Customer has pre-selected and authorized to be used in connection with Partner Offer. Upon a Customer’s opting in to Libring’s Partner Offer, the following terms shall apply:
12. Partner Offer. The Service may provide or include links to third-party websites. You acknowledge and agree that Libring is not responsible or liable for: i. the availability or accuracy of such websites or ii. the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by Libring of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.
13. Disclaimer of Warranties. THE SERVICE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIBRING EXPLICITLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND OTHER TERMS (INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT). LIBRING MAKES NO WARRANTY (I) REGARDING THE ACCURACY, SECURITY, QUALITY OR NATURE OF INFORMATION THAT MAY BE OBTAINED BY USER THROUGH THE USE OF THE SERVICE, (II) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT LIBRING WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT YOU MAY INCUR IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO DAMAGES TO YOUR COMPUTER SYSTEM OR TO THE COMPUTER SYSTEM OF ANY THIRD PARTY. IF WE PROVIDE ADVICE OR INFORMATION ON WAYS TO USE THE SERVICE OR WAYS IN WHICH YOUR USE OF THE SERVICE MAY BE IMPROVED, WE DO NOT THEREBY PROVIDE ANY GUARANTEES.
14. Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. Headings in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
15. Indemnity. Each party hereto shall defend, indemnify, and hold the other Party and its affiliates, officers, managers, directors, employees, agents, members and stockholders (the “Indemnified Parties”), harmless from and against any and all claims, causes of action, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) associated with a breach of its warranties and covenants as set forth in this Agreement or any third-party claim related to such a breach. Each party shall also be liable under this section for actions and omissions of third parties acting under its instruction.
16. Limitation of Liability and Damages. Your use of the Service is at your own risk. If you are dissatisfied with any aspect of the Service or with this Agreement, or any other rules or policies, please contact us at contact@libring.com. Your sole remedy if you are still dissatisfied after contacting us is to discontinue use of the Service. Libring shall not be liable for any loss or claim resulting from: i. the use or the inability to use the Service; or ii. the cost of procurement of substitute services.
17. Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and shall be deemed to have been given on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Notices must be sent to the respective parties at the following email addresses (or at such other address for a party as shall be specified in a Notice given in accordance with this Section 18).
18. Waiver. The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
19. Controlling Law; Jurisdiction and Arbitration.
20. Entire Agreement. This Agreement is the entire and exclusive agreement between Libring and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between Libring and you regarding the Service. To the extent this Agreement conflicts with any current or later implemented Libring privacy policy or cookie policy, such policy shall control. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Libring products or services, affiliate services or third-party content software or services. Please be aware that Libring reserves the right to cancel any transmission it finds in violation of any of the above policies.
21. Miscellaneous.
Effective Date of Terms of Service: 2019-09-26
BY CLICKING ON THE “ACCEPT” BUTTON AND USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE ON BEHALF OF LICENSEE. IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THESE TERMS OF SERVICE ON ITS BEHALF. IF LICENSEE DOES NOT AGREE WITH ANY PROVISION OF THE TERMS OF SERVICE, OR YOU DO NOT HAVE THE AUTHORITY TO BIND LICENSEE, YOU MUST CLICK THE “CANCEL” BUTTON AND MAY NOT ACCESS OR USE THE SERVICE IN ANY MANNER FOR ANY PURPOSE.
Your license to use the Service is expressly conditioned on your continued compliance with this Agreement. By accessing or using the Service in any way, you become bound by this Agreement. Changes to this Agreement shall only be effective if in writing and signed by both Parties. Subject to Section 21, this Agreement also incorporates the terms of the Libring privacy policy and cookie policy. Libring shall provide Notice to Customer if any change is made to Libring’s privacy policy or cookie policy and any such changes shall apply to Customer upon provision of such Notice.
1. Description of the Service; License to Use Service.
1.1 The Service.
Libring Edge automatically collects, organizes and generates certain reports (the “Reports”) based on Customer Data (as defined below) from multiple Data Sources (as defined below) (such service, the “Service”).
“Data Sources”
means information from the ad networks, ad exchanges, mediation platforms, and analytics platforms used by Customer, the Apple App Store, the Google Play Store, generic files, and internal applications data, with respect to which Customer provides Libring access in order to provide the Service.
“Customer Data”
as used in this Agreement means any and all data regarding Customer’s end users and/or information generated by proprietary and third-party reporting systems.
“Personal Data”
means any information related to an identified or identifiable natural person. For purposes of this definition, a natural person is identifiable if they can be directly or indirectly identified, including by reference to an identifier such as a name, an identification number, location data, an online identifier, or special characteristics which express the physical, physiological, genetic, mental, commercial, cultural or social identity of said natural person.
1.2 Limited Access to Customer Data; Limited Use of Customer Data.
Libring Edge automatically collects, organizes and generates certain reports (the “Reports”) based on Customer Data (as defined below) from multiple Data Sources (as defined below) (such service, the “Service”).
a. In order to provide you with the Service, Libring will use your credentials (e.g. username/password) (“Customer Credentials”) to automatically collect Customer Data from Data Sources. Libring will use Customer Credentials solely for the purpose of accessing the Data Sources in order to provide the Service, and for no other purpose, without the express prior written consent of Customer. Customer Credentials constitute Customer’s Confidential Information as defined in Section 9 (“Confidentiality”) of this Agreement. We will collect data on a regular basis but no assurance can be made that all of the data collected will be current. LIBRING DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH ANY OBSOLETE OR OUTDATED DATA IT COLLECTS.
b. Access to Customer’s Data Sources through the use of Customers Credentials will be treated at all times as READ-ONLY and Libring will not insert, remove, or in any other way change any contents contained within Customer’s Data Sources. All information accessed by Libring pursuant to this Section 1.2 will be treated as Confidential Information of Customer. For clarity, Libring will at all times conform to industry-standard security safeguards when accessing and using Customer Data as permitted by this Section 1.2. Libring shall at all times have appropriate security measures in place to protect Customer Data in accordance with all applicable laws. Libring will use the Customer Data solely to provide the Service and to analyze users’ behavior for the purpose of improving Libring’s offerings; provided, however, that if the Customer has opted in to Libring’s Performance Index offering, Libring shall also be entitled to use Customer Data for the purpose of creating and selling industry-specific performance reports which shall not identify any particular Customer.
c. GDPR. With respect to Customers that utilize the “Events API” portion of the Service, the Service may have the capability to process Personal Data in accordance with the GDPR requirements directly applicable to Libring’s provision of the Service. In the event that Customer is using Libring to track or monitor the behavior of any natural person, Customer must notify Libring immediately in the event such person requests Customer not to track or monitor their behavior or requests any information collected by the Service about such person’s behavior. It is the Customer’s responsibility to disclose to such individuals that Libring is being used for this purpose.
1.3 Practices and Policies Concerning Usage.
You acknowledge and agree that Libring may establish general practices and policies concerning use of the Service, and you shall adhere to any such new or modified practices and policies upon Libring’s provision of Notice to you of such practices and policies or upon Libring’s posting of the same on the site you use to access the Service.
2. License to Use Service. Subject to the terms and conditions of this Agreement, Libring hereby grants to Customer as of the Effective Date a non-exclusive, non-sublicensable, non-transferable and limited license to use the Service solely for the purposes described herein.
3. Creation of Account.
3.1 Account.
To access the Service you must create a user account.
3.2 Password Confidentiality.
The password and sign-in details provided by you are confidential to you, and you hereby agree that you shall not share such information with any third parties. You shall notify Libring forthwith if you are aware of any third-party having access to such information.
4. Responsibility for Data. We will use commercially reasonable efforts to provide the Service on an error-free basis, but we cannot guarantee that the Customer Data or Reports will not ever be deleted or inaccessible within the platform. You acknowledge and agree that Libring will not be responsible for any failure of the Service to convert Customer Data or store Customer Data or Reports. You acknowledge and agree that Libring will not be responsible for the deletion by the Customer or any third party of Customer Data or Reports stored or processed during the provision of the Service, or for the corruption of or deletion of any data, information or content contained in Customer Data or Reports caused by Customer or any third party. You bear full responsibility for archiving and backing up your Customer Data and Reports and sole liability for any inaccessible or irrecoverable Customer Data or Reports.
5. Privacy Policy and Cookie Policy. Libring respects the privacy of others. This Agreement incorporates the terms of the Libring Privacy Policy located at https://libring.com/privacy-policy/ and the Libring Cookie Policy located at https://libring.com/cookie-policy/.
6. Copyright Policy. Unauthorized copying, modification, distribution, public display, or public performance of a copyrighted work obtained through use of the Service is expressly prohibited hereunder. Libring may, at its discretion, remove content, disable and/or terminate the accounts of users and/or deny users future access to the Service, if Libring believes that such users may be infringing the intellectual property rights of others, including Libring, or otherwise potentially expose Libring to civil or criminal liability.
7. Proprietary Rights. All right, title, and interest in and to the Service are and will remain the exclusive property of Libring, subject to the limited license granted to Customer hereunder. Except as expressly permitted in this Agreement, Customer may not reproduce, modify, distribute, sell, transfer, or otherwise use the Service. You acknowledge that all content, intellectual property, and materials provided in connection with the Service, including but not limited to any and all products, content, images, trademarks, service marks, logos, product names, trade names, graphics, sounds, graphical user interfaces, and software (collectively “Materials”), are provided either by Libring or by its third party authors, developers and vendors (collectively “Third-Party Providers”) and the underlying intellectual property rights therein are owned by Libring and/or its Third Party Providers. Except as explicitly set forth herein, you may not reproduce, modify, distribute, sell, transfer, or otherwise use any Materials without the prior written consent of Libring or the applicable Third-Party Providers, as the case may be. Notwithstanding the foregoing, neither Libring nor its Third-Party Providers has any right, title, or interest in any materials uploaded by users or directly derived from materials uploaded by users, or in any Customer Data, other than Libring’s right to use the same solely in the course of providing the Service as contemplated hereby.
8. Ownership and Use of Customer Data. Libring has no ownership interest in any Customer Data or the content of the resulting Reports, and as between Libring and Customer, Customer shall retain all ownership rights therein; provided, however, that, notwithstanding the foregoing,
a. Libring has the limited right to use Customer Data to provide the Service as contemplated hereby; and
b. With respect to any Customer that has opted in to Libring’s Performance Index offering, Libring shall own such Customer Data as is or has been used by Libring to create and sell any industry-specific performance reports (which reports shall not identify any particular Customer).
9. Confidentiality. “Confidential Information” means any and all technical and non-technical information or data (including, without limitation, any aggregated and anonymized data) and any other non-public information disclosed or learnt in connection with this Agreement, whether in printed, textual, oral, graphic, or electronic form, including, without limitation, information relating to patents, trade secrets, techniques, inventions, know-how, processes, algorithms, software programs, software source documents, functional requirements, design details and specifications related to the current, future products and proposed sale of products and services of a party as well as information related to its finances, procurement requirements, purchasing, manufacturing, pricing, customer lists, business forecasts, marketing plans and personnel. All Customer Data is deemed Customer’s Confidential Information.
Each party shall (a) use any disclosing party’s Confidential Information only as necessary to fulfill its obligations hereunder, (b) hold the disclosing party’s Confidential Information in strict confidence, and (c) not disclose the disclosing party’s Confidential Information to any third parties, except to those of its employees or contractors who need to know such information to perform the receiving party’s obligations hereunder and who have previously agreed in writing to protect third party confidential information. A receiving party shall either deliver promptly to the disclosing party or destroy promptly (and certify the completion of such destruction to the disclosing party) all Confidential Information and all copies thereof in the receiving party’s possession at any time upon the disclosing party’s request and upon the termination of this Agreement. The above obligations will not apply to Confidential Information which is already known to the receiving party at the time it is disclosed or which: (i) has become publicly known through no wrongful act of the receiving party; (ii) has been rightfully received from a third party without restriction on disclosure and without breach of this Agreement or other agreements entered into by the receiving party; (iii) has been independently developed by the receiving party; or (iv) has been approved in writing for release by the disclosing party prior to disclosure. If the receiving party receives a court order or is otherwise required by law to disclose any Confidential Information, the receiving party shall (y) notify the disclosing party immediately upon receipt of such court order or other document requiring disclosure, such that the disclosing party has time to object and move for a protective order, and (z) regarding any Confidential Information to be filed with a court, file it under seal and/or request that the court seal such Confidential Information prior to the receiving party’s disclosure. Except as may be required by such court order or law, the receiving party’s obligations with regard to such Confidential Information as set forth above will remain in full force and effect. The receiving party acquires no licenses or other rights to the Confidential Information of the disclosing party under this Agreement.
10. General Prohibitions. As a condition to your use of the Service, you agree not to:
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Upload or transmit or cause us to upload or transmit (in connection with providing the Service) as part of the Customer Content or otherwise any data, text, graphics, content, or material that:
i. could create liability for being false or misleading;
ii. is defamatory;
iii. invades another's privacy;
iv. is obscene, pornographic, or offensive;
v. promotes bigotry, racism, hatred, or harm against any individual or group;
vi. infringes another's rights, including any intellectual property rights;
vii. violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
viii. spreads messages of terror or depicts torture;
ix. harms minors in any way, this includes any form of child pornography; or
x. promotes illegal activity, including but not limited to, gambling and the offering for sale of illegal weapons; - Upload or cause us to upload (in connection with providing the Service) any information containing personal data or subject to any other privacy laws, rules or regulations, including, without limitation, the Health Insurance Portability and Accountability Act (HIPAA) and the European Data Protection Directive [EC/95/46], as the same may hereafter be amended, modified or changed;
- Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
- Impersonate or misrepresent your affiliation with any person or entity;
- Access, tamper with, or use any non-public areas of the Service, the Libring Edge servers, or the technical delivery systems of Libring Edge providers;
- Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service; or
- Misuse system resources including, but not limited to, employing content which consume excessive CPU time or storage space; utilizing excessive bandwidth; or reselling access to content hosted on our servers.
Libring does not monitor your access to or use of the Service and has no obligation to do so. However, Libring has the right to do so for any legitimate purpose including, but not limited to, operating the Service, ensuring your compliance with this Agreement, and complying with applicable law or any order or requirement of a court, administrative agency, or other governmental body.
11. Partner Offer. Partner Offer is an option provided by Libring allowing Customers who opt in to share portions of a Customer’s Data with designated third parties (“Partners”). Due to the sensitive nature of Customer Data, Libring will share with Partners only the Customer Data that Customer has pre-selected and authorized to be used in connection with Partner Offer. Upon a Customer’s opting in to Libring’s Partner Offer, the following terms shall apply:
11.1 The Service.
When authorized by Customer, Libring will give to the designated Partner access to such Customer’s Customer Data so Partner can generate certain revenue reports for Customer (“Partner Reports”) based on Customer Data.
11.2 Customer Data Matters.
Partner shall have access to some of Customer’s Data and limited functionalities of the Service. Customer will have the ability to restrict some of the “Apps/Urls” and “DataSources” that Customer does not want to share with the Partner. Libring will collect, access, store, and share Customer Data as agreed upon and permitted by Customer in the Agreement between Customer and Libring. Libring shall not provide any personal information or unauthorized Customer Data of Customer to any Partner. LIBRING DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGES ARISING FROM PARTNER REPORTS CREATED BY ANY PARTNER AND PROVIDED BY ANY PARTNER TO CUSTOMER.
11.3 Partner Access.
To authorize a new Partner, Customer must add Partner’s representative’s email address and define the level of access permissions for such representative. The representative will then receive an email from edge@libring.com inviting him or her to choose a password in order to have access to the Service. Customer is responsible to add, edit permissions and remove Partner’s representatives from its accounts when Customer wishes to do so. BY AUTHORIZING ANY PARTNER, CUSTOMER IS AUTHORIZING LIBRING TO SHARE CUSTOMER DATA WITH THAT PARTNER.
12. Partner Offer. The Service may provide or include links to third-party websites. You acknowledge and agree that Libring is not responsible or liable for: i. the availability or accuracy of such websites or ii. the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by Libring of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.
13. Disclaimer of Warranties. THE SERVICE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIBRING EXPLICITLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND OTHER TERMS (INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT). LIBRING MAKES NO WARRANTY (I) REGARDING THE ACCURACY, SECURITY, QUALITY OR NATURE OF INFORMATION THAT MAY BE OBTAINED BY USER THROUGH THE USE OF THE SERVICE, (II) THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT LIBRING WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT YOU MAY INCUR IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO DAMAGES TO YOUR COMPUTER SYSTEM OR TO THE COMPUTER SYSTEM OF ANY THIRD PARTY. IF WE PROVIDE ADVICE OR INFORMATION ON WAYS TO USE THE SERVICE OR WAYS IN WHICH YOUR USE OF THE SERVICE MAY BE IMPROVED, WE DO NOT THEREBY PROVIDE ANY GUARANTEES.
14. Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. Headings in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
15. Indemnity. Each party hereto shall defend, indemnify, and hold the other Party and its affiliates, officers, managers, directors, employees, agents, members and stockholders (the “Indemnified Parties”), harmless from and against any and all claims, causes of action, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) associated with a breach of its warranties and covenants as set forth in this Agreement or any third-party claim related to such a breach. Each party shall also be liable under this section for actions and omissions of third parties acting under its instruction.
16. Limitation of Liability and Damages. Your use of the Service is at your own risk. If you are dissatisfied with any aspect of the Service or with this Agreement, or any other rules or policies, please contact us at contact@libring.com. Your sole remedy if you are still dissatisfied after contacting us is to discontinue use of the Service. Libring shall not be liable for any loss or claim resulting from: i. the use or the inability to use the Service; or ii. the cost of procurement of substitute services.
17. Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and shall be deemed to have been given on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Notices must be sent to the respective parties at the following email addresses (or at such other address for a party as shall be specified in a Notice given in accordance with this Section 18).
If to Libring: legal@libring.com.
If to Customer, to the email address of Customer set forth on page 1 hereof.
18. Waiver. The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
19. Controlling Law; Jurisdiction and Arbitration.
19.1 Governing Law.
This Agreement, and all matters arising out of or relating to this Agreement, will be governed by the laws of the Commonwealth of Massachusetts (notwithstanding its choice of law provisions). This Agreement is not governed by the U.N. Convention on Contracts for the International Sale of Goods.
19.2 Jurisdiction.
Subject to Section 20.3 below, the parties hereby consent and submit to the exclusive (subject to the paragraph below) jurisdiction and venue of the state and federal courts located in Boston, Massachusetts in connection with any actions or proceedings arising out of or relating to this Agreement. Subject to Section 20.3 below, for the exclusive benefit of Libring and to the extent possible in the applicable jurisdiction, Libring shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these terms and conditions are entered into in the course of your trade or profession, the country of the place of business in which you agreed to these terms and conditions or (if different) the country of your principal place of business.
19.3 Arbitration.
a. In the event of any dispute or claim arising out of or relating to any provision of this Agreement or any breach thereof, the parties will use reasonable commercial efforts to settle such conflict amicably.
b. If the parties fail to amicably resolve a dispute within 30 days following the date on which a party notifies the other of the dispute, either party may initiate a demand for arbitration under the Commercial Rules of the American Arbitration Association (including but not limited to the International Commercial Arbitration Supplementary Procedures, as applicable) (the “Rules”).
c. Except as set forth herein, the dispute will be arbitrated in accordance with the Rules. The arbitration shall be conducted before one arbitrator selected in accordance with the Rules.
d. The arbitration shall be held in Boston, Massachusetts, United States, and the language of the arbitration shall be English. The arbitration will be final and binding and may be enforced in any court of competent jurisdiction.
e. Nothing herein shall prevent or delay a party from seeking a preliminary injunction
20. Entire Agreement. This Agreement is the entire and exclusive agreement between Libring and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between Libring and you regarding the Service. To the extent this Agreement conflicts with any current or later implemented Libring privacy policy or cookie policy, such policy shall control. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Libring products or services, affiliate services or third-party content software or services. Please be aware that Libring reserves the right to cancel any transmission it finds in violation of any of the above policies.
21. Miscellaneous.
21.1 Relationship.
Customer and Libring are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
21.2 Assignment.
This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to any successor to all or substantially all of its business (whether by sale of assets or equity, merger, consolidation or otherwise) without the consent of the other party. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
21.3 Force Majeure.
Operation of our Service may be interrupted with by numerous factors outside of our control. Libring is not responsible or liable for any delay or failure in performance under this Agreement is caused by or results from acts or events beyond Libring’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power.
21.4 Libring Confidential Information.
You represent and warrant to Libring that (i) you are not a competitor of Libring, (ii) you shall keep all nonpublic information and materials pertaining to Libring, including but not limited to pre-release software, testing, and testing procedures strictly confidential, and (iii) you shall not use any information gained from access to the Service or use of the Service to compete with Libring.
Effective Date of Terms of Service: 2019-09-26
BY CLICKING ON THE “ACCEPT” BUTTON AND USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE ON BEHALF OF LICENSEE. IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THESE TERMS OF SERVICE ON ITS BEHALF. IF LICENSEE DOES NOT AGREE WITH ANY PROVISION OF THE TERMS OF SERVICE, OR YOU DO NOT HAVE THE AUTHORITY TO BIND LICENSEE, YOU MUST CLICK THE “CANCEL” BUTTON AND MAY NOT ACCESS OR USE THE SERVICE IN ANY MANNER FOR ANY PURPOSE.