This Water Event Manager Licensing Agreement (”Agreement”) is a legal agreement between you (“Client”) and Loss Technology Systems, Inc. (“LTS”) governing Client’s access and use of the Water Event Manager Software (“Software”). By accepting this Agreement and using the Software, Client agrees to be bound by the terms of this Agreement. If you do not agree to the terms hereof, you are not authorized to access or use the Software.
This Agreement grants Client the right to use the Software for its own internal business purposes during the subscription term. Client agrees to use a secure and standard web browser such as Microsoft Internet Explorer, Safari, Firefox or Netscape Navigator to access the Software. The Software will at all times remain on LTS’s (or its agents’) servers. Client may obtain access to the Software through LTS’s website (“Website”), currently located at www.watereventmanager.com, by using the password assigned to Client. Client may not make copies of any portion of the Software for any reason, or reverse engineer, decompile, or disassemble the Software, without express written permission from LTS. Client must comply with all applicable laws regarding the use of the Software.
Client may use reports created through use of the software (the “Reports”) for its own internal business purposes and for no other purpose, and shall make copies of such Reports only for its internal files or to submit to insurance companies for payment. Client shall not remove any LTS logos or notices contained in the software or on any Reports. LTS shall have the right to use, modify, reproduce, aggregate and sell any information collected through the Software, whether or not such information is aggregated or specifically identifiable.
Client shall provide current, complete and accurate information in the registration section of the Website. Client shall further update and keep such information current as needed (such as a change in billing address, credit card number or credit card expiration date) and Client agrees to promptly notify LTS if its credit card is cancelled or suspended (for example, for loss or theft). Changes to such information can be made by going to ___________________________. the Website. If Client fails to provide LTS any of the foregoing information, Client agrees that LTS may assume that the credit card provided is either still valid or that it has been renewed and may continue charging Client for the subscription, unless Client has cancelled the subscription or LTS has terminated this Agreement as provided herein. Client shall be provided a password in order to access the Software and Client's account. Client is solely responsible for maintaining the confidentiality of its login ID and password. Client agrees not to share the password with any third party. Client is responsible for all uses of the Software by persons using Client’s password, whether or not actually or expressly authorized by Client. Client shall immediately notify LTS of any unusual account activity, or any unauthorized use of Client’s password or any other breach of security known to Client.
Client alone is responsible for the content that is created, published and/or communicated when using the Software as well as the consequences of any such content or communication. Client acknowledges that the Reports are created based on data input by Client. To the extent incorrect data is input or environmental conditions change, the Reports may be inaccurate. Client agrees that it will not use the Software to (i) engage in illegal activities, (ii) upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs that may damage the operation of anyone else's computer, the Software or the Website, or interfere or disrupt networks connected to the Software and the Website. Client agrees to comply with all laws, rules and regulations regarding transmission of technical data exported from the United States. Client further warrants that Client's use of the Website will not violate any spamming, junk mail or other related laws or regulations prohibiting or discouraging unsolicited mail.
Client acknowledges and agrees that LTS may, with or without notice, modify the Website or the Software provided hereunder. Further, Client acknowledges and agrees that LTS may modify the terms of this Agreement from time to time, including the fees charged hereunder. In either event, LTS will notify Client of any modification to this Agreement by email or by posting such changes on the Website. Any and all use of the Website or the Software by Client after the notice is delivered or posted shall be deemed to be acceptance of the modification to this Agreement.
The monthly subscription fee payable by Client for the license granted herein shall initially be $32 per month, plus taxes. The license granted herein will be for a subscription term of one-month. The subscription term will automatically renew for successive monthly periods, without prior notice to Client, until Client cancels the subscription or LTS terminates this Agreement as set forth herein. LTS will charge the monthly subscription fee in advance to the credit card Client provides during registration (or to a different credit card if Client changes the account information).
THE SOFTWARE IS PROVIDED STRICTLY “AS IS”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
IN NO EVENT SHALL LTS OR ITS VENDORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, INTERRUPTIONS OF BUSINESS, OR LOST INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. CLIENT MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. LTS'S TOTAL LIABILITY TO CLIENT, IS LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE LICENSE GRANTED HEREIN DURING THE SIX MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
LTS SHALL HAVE NO SUPPORT, MAINTENANCE AND/OR UPDATE OBLIGATION TO CLIENT IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT.
This Agreement is only for the benefit of the Parties hereto and there are no third-party beneficiaries. Client will take all necessary measures to preclude LTS from being made a party to any lawsuit or claim regarding the Software or LTS’s services provided to Client. Client hereby agrees to indemnify and hold harmless LTS from any and all claims of whatever nature brought by any of Client's customers or others to whom Client delivers Reports produced by the Software. The provisions of this Section shall survive the termination of this Agreement for any reason.
LTS owns all right, title and interest in LTS's trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of the Software and resources necessary to provide access to the Software and to the Reports. This Agreement does not constitute a license to Client to use LTS's trade names or service marks.
The provisions of this section shall survive the termination of this agreement for any reason.
This Agreement may be terminated by Client at any time by notifying LTS at Billing@LossTechnologyServices.com or by following the instructions on the Website for termination. LTS may terminate this Agreement and the license granted to Client herein at any time, with or without cause, by providing notice to Client. LTS may terminate this Agreement, and prevent Client from further accessing the Software at any time. All terms which by their nature are intended to continue after termination, including without limitation all provisions herein relating to ownership of Software and intellectual property and obligations to indemnify, shall survive termination hereof.
Client agrees to indemnify, defend and hold harmless LTS, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Client’s use of the Software or the Website, Client’s violation of the terms of this Agreement or Client’s infringement, or infringement by any other user of Client’s account, of any intellectual property or other right of LTS or of any other person or entity. The provisions of this section shall survive the termination of this agreement for any reason. This Agreement will inure to the benefit of LTS's successors and assigns.
This Agreement will be governed by and construed in accordance with the laws of the State of Florida, United States of America, without giving effect to its conflict of laws or to Client’s actual state or country of residence. Client agrees to the exclusive jurisdiction and venue of the Federal and State Courts sitting in Duval County, Florida for all disputes and litigation arising under or relating to this Agreement or Client’s use of the Software. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
This Agreement and Client’s registration constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by LTS.