projectQEI TERMS OF SERVICE AGREEMENT
This Terms of Service Agreement (the "Agreement") is made by and between Liftstreet Media LLC, together with its Affiliates ("Liftstreet Media"), a limited liability company organized and existing under the laws of the State of Texas having its principal place of business at 1411 Blair St., Houston, Texas 77008, and the user ("Customer") on the date and time of Customer-initiated sign up.
By accepting the Agreement, you are agreeing to these terms. Please read them carefully.
WHEREAS Liftstreet Media owns projectQEI™, which is a web-based application architecture for inputting, storing, and/or distributing vertical transportation inspection reports hosted at Liftstreet Media facility;
WHEREAS Customer desires to obtain access to projectQEI™ and Liftstreet Media's application services; and
WHEREAS Liftstreet Media is willing to enter into an agreement with Customer whereby Customer will obtain access to projectQEI™ on Liftstreet Media's servers to input, store, and/or distribute inspection reports of Customer and of its Trading Partners.
NOW, THEREFORE, the parties agree as follows:
DEFINITIONS
The following terms, when capitalized, will have the meanings designated in this Definitions section:
Access: An event in which Customer logs on to Liftstreet Media application services using an identifying account(s) that has been given to Customer.
Affiliate: Any entity or person directly or indirectly controlling, controlled by or under common control with Customer or any entity or person with whom Customer has a business relationship. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to Customer, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of Customer, whether through the ownership of voting securities or by contract or otherwise.
Confidential Information: Any and all information disclosed by either party to the other that is marked "confidential" or "proprietary," including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked "confidential" that is supplied to the other party within 30 days of the oral disclosure, pricing, terms, attachments, exhibits and all information related to the software associated with this Agreement. Confidential Information shall be deemed to include the Licensed Software, and Liftstreet Media Application Services. "Confidential Information" does not include any information that the receiving party can demonstrate is: (a) rightfully known prior to disclosure; (b) rightfully obtained from a third party authorized to make such a disclosure, without breach of the terms and conditions of this Agreement; (c) independently developed by the receiving party as demonstrated by contemporaneous documents; (d) available to the public without restrictions; (e) approved for disclosure with the prior written approval of the disclosing party; or (f) disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure.
Downtime: The period in which packets are not being sent and received properly from Liftstreet
Media Servers, as defined in Exhibits.
Licensed Software: Proprietary projectQEI software in object code form only, hosted on Liftstreet
Media Servers.
Permitted Users: Individuals employed or retained by Customer who have been identified to Liftstreet
Media and given a password to Access the Liftstreet Media Application Services and Licensed
Software pursuant to this Agreement.
Sandbox: The limited area of the Liftstreet Media Servers where Customer database application will
reside and be executed.
Liftstreet Media Servers: Computer hardware servers controlled and owned by Liftstreet Media.
Customer Data: Data input by the Customer and stored and processed by the Licensed Software.
Liftstreet Media Application Services: Remote access of the Liftstreet Media Licensed Software for
purposes of inputting, storing, and distributing Customer Data.
TERMS AND CONDITIONS
1. Services.
1.1
Liftstreet Media Application Services: Subject to the terms of this Agreement, Liftstreet Media will provide Customer with Liftstreet Media Application Services.
1.2
Scheduled Available Time: Liftstreet Media shall use reasonable efforts to make the Liftstreet Media Application Services available twenty-four (24) hours per day, seven (7) days a week, excluding:
1.2.1
Scheduled downtime for systems maintenance, including without limitation diagnostics,
upgrades, and operations reconfiguration.
1.2.2
Unscheduled downtime caused by other forces beyond the immediate control of Liftstreet Media,
including software defects, hardware failures, or downtime caused by Customer's network or the
Internet.
1.3
Unscheduled Downtime: In the event that Liftstreet Media Servers experience Downtime, then Customer may be entitled to a credit, as set forth in Exhibit A. The credit described in this paragraph is Customer's sole and exclusive remedy related to Downtime.
1.4
Training. Except for available video tutorials, training is not provided. If Customer desires to obtain such services, Liftstreet Media may provide them pursuant to Liftstreet Media' standard Professional Services Agreement.
2. Licenses.
2.1
Licensed Software: Subject to the terms of this Agreement, Liftstreet Media hereby grants to Customer a nonexclusive, limited, personal license to allow the Permitted Users to use the Licensed Software via the Liftstreet Media Application Services, in the Sandbox, solely for the purposes of inputting, storing, and distributing vertical transportation inspection reports. Customer's rights in the Licensed Software will be limited to the limited license expressly granted in this Section 2. Liftstreet Media reserves all rights and licenses in and to the Licensed Software not expressly granted to Customer under this Agreement.
2.2
License Restrictions. Unless otherwise provided for in this Agreement, Customer may not, nor permit any third party to: (a) copy the Licensed Software; (b) modify, translate or otherwise create derivative works of the Licensed Software; (c) disassemble, decompile or reverse engineer the object code or source code of the projectQEI software; (d) publish, or otherwise make available to any third party, any benchmark testing information or results; or (e) export or re-export the Licensed Software in violation of any United States export law or regulation.
2.3
Usage Restrictions. Customer shall not use the Liftstreet Media Application Services for any purpose not in accordance with Section 2.1 above that would burden the Liftstreet Media Servers.
3. Intellectual Property.
3.1
Liftstreet Media's Intellectual Property: Liftstreet Media and its licensors (if any) exclusively own all intellectual property rights, title and interest in any ideas, concepts, know-how, documentation or techniques Liftstreet Media provides under this Agreement, and all technology available on the Liftstreet Media Servers. Customer agrees and acknowledges that no title to the Licensed Software or any aspect of the Liftstreet Media Application Services shall pass to Customer under this Agreement.
3.2
Customer's Intellectual Property: Customer shall exclusively own all Customer Data, provided however that Customer shall not gain any ownership interest in the Licensed Software, which shall at all times remain the property of Liftstreet Media. Customer agrees not to challenge any such intellectual property rights owned by Liftstreet Media in an action for infringement or otherwise. Liftstreet Media agrees and acknowledges that no title to the Customer Data shall pass to Liftstreet Media under this Agreement.
3.3
Retained Know-How. Customer acknowledges that Liftstreet Media provides professional services and data application services to other parties, and agrees that nothing herein will be deemed or construed to prevent Liftstreet Media from carrying on such services. Liftstreet Media will have the right to use techniques, methodologies, tools, ideas and other know-how gained during the performance of the services in the furtherance of its own business and to perfect all other intellectual property rights related thereto, including patent, copyrights (except as otherwise stated above) trademark and trade secrets.
4. Permitted Users.
Password Allocation. Customer shall identify Customer employees who are Permitted Users and who will receive usernames and passwords to use the Licensed Software and the Liftstreet Media Application Services for the purposes permitted by this Agreement. Customer shall provide to Liftstreet Media a list of such Permitted Users upon sign-up, and shall provide periodic updates as necessary. Customer will take such actions as are necessary in order for it to maintain the confidentiality of, and prevent the unauthorized use of, each username and password. Customer will immediately notify Liftstreet Media in writing if Customer determines, or has reason to believe, that an unauthorized party has gained access to a username and password. Customer authorizes Liftstreet Media to rely upon any information and/or instructions set forth in any data transmission using the assigned usernames and passwords, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of Liftstreet Media. Use of the assigned usernames and passwords, whether or not authorized by Customer, shall be solely the responsibility of and the risk of Customer. Customer shall indemnify, defend, and hold harmless Liftstreet Media from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of Customer's usernames and passwords.
5. Payment Obligations.
Payment and Invoicing terms and obligations shall be as set forth on Exhibit B attached hereto.
6. Confidential Information.
6.1
Agreement Terms: Under no circumstances may either party disclose any pricing or business terms related specifically to this Agreement, or any negotiations thereof, to any third party (including, but not limited to, competitors, industry analysts, press or media).
6.2
Obligation: Neither party will use any Confidential Information of the disclosing party except as expressly permitted in this Agreement or as expressly authorized in writing by the disclosing party. Each party shall use the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. Neither party is allowed to disclose the other party's Confidential Information to any person or entity other than the receiving party's officers, employees, consultants and legal advisors who need access to such Confidential Information to effect the intent of the Agreement. Each individual or entity receiving Confidential Information pursuant to this subsection must have entered into a written confidentiality agreement the sole objectives of which are to further the intent of this Section 6. Customer shall not disclose, orally or in writing, any benchmark tests of the Licensed Software to any third party. Each party agrees to notify the other of any unauthorized use or disclosure of Confidential Information and to provide reasonable assistance to such other party, and its licensors, in the investigation and prosecution of such unauthorized use or disclosure.
6.3
Deemed Confidential Information. The Licensed Software shall be deemed the Confidential Information of Liftstreet Media, and the Customer Data shall be deemed to be Confidential Information of Customer.
7. Term and Renewal.
Subject to the survival provision set forth below in Section 13, either party may terminate this Agreement upon 30-days' prior written notice for any reason ONLY after the period of one (1) year from the sign-up date (“Initial Term”). The payment terms of this Agreement set forth in Exhibit B shall be effective for the Initial Term. Upon expiration of the Initial Term, this Agreement shall be automatically renewed for successive one-year terms at Liftstreet Media' then-current rates.
8. Termination.
This Agreement, and any Exhibit referencing this Agreement, may be terminated as follows:
8.1
If Customer fails to make any payment due hereunder, and fails to cure such breach within 10 days
after receiving written notice from Liftstreet Media, then Liftstreet Media may immediately and
without further notice terminate this Agreement and declare all sums due, and to become due
hereunder, immediately payable.
8.2
Except as set forth in Section 8.1 above, if either party materially breaches any term or condition of
this Agreement and fails to cure such breach within 30 days after receiving written notice of the
breach, the non-breaching party may terminate this Agreement on written notice at any time following
the end of such 30-day period.
8.3
This Agreement may terminate immediately upon notice by Liftstreet
Media if receiver is appointed to Customer, an assignee is appointed for
the benefit of creditors of Customer, or in the event of Customer
insolvency or Customer's inability to pay debts as they become due,
except as may be prohibited by applicable bankruptcy laws. Such
termination shall not be deemed a material breach of this Agreement,
and Customer shall not incur any additional liability due to such
termination.
8.4
Software: Upon termination or expiration of this Agreement, all Customer rights to Liftstreet Media Application Services and Licensed Software, including but not limited to the rights to use and Access, automatically terminate immediately. Customer will discontinue its use of the Licensed Software and the Liftstreet Media Application Services and return or provide verification of destruction related to any copy of any Confidential Information of Liftstreet Media it may possess.
9. Limitation of Liability.
9.1
IN NO EVENT WILL LIFTSTREET MEDIA’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF FEES PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE ALLEGED LIABILITY AROSE. IN NO EVENT WILL LIFTSTREET MEDIA, ITS LICENSORS, OR ITS SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER FOR ANY CONSEQUENTIAL OR INCIDENTAL LOSSES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, ANY UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S COMPUTERS, COMPUTER SYSTEMS, DATA FILES, PROGRAMS OR INFORMATION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT LIFTSTREET MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION REPRESENT A REASONABLE ALLOCATION OF RISK.
9.2
Disaster Recovery: Liftstreet Media will make commercially reasonable efforts to create and protect back-up copies of Customer Data. Subject to the above, Liftstreet Media shall have no liability or duty of indemnification related to lost or corrupt Customer Data. This limitation of liability eliminates any duty or liability on the part of Liftstreet Media related to lost or corrupt Customer Data resulting in part or in whole from third-party software or networking goods or services or from actions or events outside of its control including, but not limited to, data loss caused by Permitted Users.
10. Warranty.
10.1
Mutual Warranty: Each party warrants to each other that it has the right and authority to enter into, and to grant the rights and perform the obligations described in, this Agreement.
10.2
Limited Warranty. Each party will perform its obligations hereunder in a good and workmanlike manner. The sole remedy and exclusive liability for breach of this warranty shall be reperformance of the breaching party's obligations.
10.3
Disclaimer: Liftstreet Media specifically does not warrant that the Licensed Software or Liftstreet Media Application Services will meet all of Customer's requirements, that the use of the Licensed Software or Liftstreet Media Application Services will be uninterrupted or error-free, that patches or workarounds will be provided, or that errors will be corrected in Licensed Software updates, or in every case, Liftstreet Media disclaims any and all liability resulting from or related to any breach of Internet security or disruption of Customer's connections to the Internet, due to any reason beyond Liftstreet Media's control.
10.4
Exclusive Warranty: THE ABOVE WARRANTY IS EXCLUSIVE. Liftstreet Media MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE TERMS OF THE SOFTWARE, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER UNDER THIS AGREEMENT.
10.5
As-Is Basis: THE SOFTWARE AND SERVICES ARE PROVIDED TO CUSTOMER UNDER THIS AGREEMENT ON AN "AS-IS" BASIS. Liftstreet Media SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
11. Indemnity.
11.1
Liftstreet Media Indemnity: Liftstreet Media will indemnify Customer from and against any loss, damage, liability or expense (including, but not limited to reasonable attorney's fees) incurred by or awarded against Customer, to the extent that it is based upon a claim that the Licensed Software, as provided by Liftstreet Media to Customer under this Agreement and used within the scope of this Agreement, infringes any U.S. patent or copyright issued as of the Effective Date, or incorporates any misappropriated trade secrets. Liftstreet Media's obligations to Customer under this Section shall only be valid provided that Customer: (a) promptly notifies Liftstreet Media in writing of the claim; (b) grants Liftstreet Media sole control of the defense and settlement of the claim, provided that Liftstreet Media will not settle a pending matter without first notifying Customer; and (c) provides Liftstreet Media with all assistance, information and authority required for the defense and settlement of the claim.
11.2
Injunctions. If Customer's use of any of the Liftstreet Media Products hereunder is, or in Liftstreet Media' opinion is likely to be, enjoined due to the type of infringement specified above, Liftstreet Media may, at its sole option and expense: (a) procure for Customer the right to continue using such Licensed Software under the terms of this Agreement; (b) replace or modify such Licensed Software so that it is non-infringing and substantially equivalent in function to the enjoined Licensed Software; or (c) terminate Customer's rights and Liftstreet Media' obligations hereunder with respect to such Licensed Software with no further liability.
11.3
Exclusions. Liftstreet Media will have no indemnification obligation for any claim of infringement or misappropriation to the extent that it results in whole or part from: (a) modification to the Licensed Software made by a party other than Liftstreet Media; (b) failure of Customer to use updated or modified Licensed Software provided by Liftstreet Media to avoid a claim of infringement or misappropriation; (c) combination of the Licensed Software with other systems, products, processes or materials to the extent that such claim would have been avoided without such combination use of the Licensed Software; or (d) compliance by Liftstreet Media with designs, plans or specifications furnished by or on behalf of Customer.
11.4
Customer Indemnity: Customer will indemnify Liftstreet Media from and against any loss, damage, liability or expense (including, but not limited to reasonable attorney's fees) incurred by or awarded against Liftstreet Media, to the extent that it is based upon a claim that Customer Scripts, or other Customer systems, materials or software, infringe any U.S. patent or copyright issued as of the Effective Date, or incorporate any misappropriated trade secrets. Customer's obligations to Liftstreet Media under this Section shall only be valid provided that Liftstreet Media: (a) promptly notifies Customer in writing of the claim; (b) grants Customer sole control of the defense and settlement of the claim; and (c) provides Customer with all assistance, information and authority required for the defense and settlement of the claim.
12. Audit and Customer Data Access Rights.
12.1
From time to time, Liftstreet Media will access Customer Data to audit Customer's records evidencing (a) Customer's use of the Licensed Software and the Liftstreet Media Application Services and (b) amounts paid by Customer to Liftstreet Media pursuant to this Agreement. Any information received by Liftstreet Media as the result of such an audit shall be deemed Confidential Information of Customer.
12.2
Any fees found to have been incorrectly computed or paid shall be corrected in the next regular payment to Liftstreet Media by Customer with late charges assessed as provided in Exhibit B.
12.3
For purposes of maintaining backups, addressing software bugs, and applying software updates, Liftstreet Media is hereby granted full access to Customer Data. Any information received by Liftstreet Media as the result of such access shall be deemed Confidential Information of Customer.
13. General.
13.1
Purchase Orders and Forms: The terms, provisions or conditions of any purchase order or any associated documentation used by Customer will be governed solely and exclusively by the terms of this Agreement, regardless of any failure of Liftstreet Media to object to those terms, provisions or conditions.
13.2
Publicity: Liftstreet Media and Customer may issue a mutually agreed upon press release announcing the relationship established by this Agreement, as well as other press releases as may be mutually agreed upon from time to time. Liftstreet Media will have the right to include quotes from Customer in Liftstreet Media press releases upon Customer's prior approval of such quotes, which approval will not be unreasonably withheld, conditioned or delayed. Customer agrees that Liftstreet Media may use Customer's name, trademarks and logos in press releases, product brochures and similar marketing materials, financial reports and prospectuses indicating that Customer is a customer of Liftstreet Media, and may use Customer as a reference for sales and public relations purposes.
13.3
Assignment: Neither party may assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of the other party. Assignment without such consent shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
13.4
Amendment: The terms and conditions of this Agreement, may not be changed except by an amendment in writing, which references this Agreement and is signed by an authorized officer of each party.
13.5
Waiver: No failure or delay by either party in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver of any such right or remedy.
13.6
Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
13.7
Arbitration and Equitable Relief: The parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by expedited arbitration to be held in Houston, Texas, in accordance with the rules of the American Arbitration Association then in effect. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. Liftstreet Media and Customer shall each pay one-half of the costs and expenses of such arbitration, and each of the parties shall separately pay its counsel fees and expenses. Nothing herein shall prevent either party from seeking emergency equitable relief in a court of law if necessary.
13.8
Notices: All notices required under this Agreement must be in writing and refer to the title and Effective Date of this Agreement. Notices shall be effective upon (a) actual delivery to the other party, if delivered in person, or by email, or by national overnight courier; or (b) five business days after being mailed via U.S. postal service, postage prepaid. All notices shall be sent to the address stated in this Agreement or at such other address as either party may provide by advance written notice in accordance with this subsection.
13.9
Independent Entities: The parties are independent entities. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other, solely as a result of this Agreement.
13.10
Severability: Any provision of this Agreement that is held to be unenforceable in any jurisdiction shall be ineffective only as to that jurisdiction, and only to the extent of the unenforceability of such provision without invalidating the remaining provisions hereof.
13.11
Force Majeure: Except for Customer's obligations to make payment hereunder, neither party will be deemed to be in breach of this Agreement, or be entitled to damages or credits pursuant to this Agreement, for any failure or delay in performance caused by reasons beyond its reasonable control, caused by the other party or by an act of God, war, civil disturbance, court order, labor dispute, or other cause beyond its reasonable control, including without limitation failures or fluctuations in power, heat, light, air conditioning or telecommunications equipment.
13.12
Complete Understanding: This Agreement, including all Schedules, Exhibits and Attachments, constitutes the final and complete agreement between the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations or agreements between the parties, whether oral or written.
13.13
Survival. The respective rights and obligations under the Sections headed Confidential Information, Termination, and Limitation of Liability, in addition to any payment obligations incurred pursuant to this Agreement, shall survive the termination or expiration of this Agreement.
Exhibit A
UP TIME
In the event Customer's Trading Partners experience any of the following and Liftstreet Media determines in its reasonable judgment that such event was caused by Liftstreet Media' failure to provide Liftstreet Media Application Services for reasons within Liftstreet Media' reasonable control and not as a result of any action or inaction of Customer or any third party (including Customer equipment and/or third party equipment), Liftstreet Media will, upon Customer's request in accordance with paragraph C below, credit Customer's account as described below:
A.
Inability to Access the Servers. Except for the exclusions described in Section 1.2 of this Agreement, if Customer or Customer's Trading Partners are unable to transmit or receive information from Liftstreet Media Servers to other portions of the Internet because Liftstreet Media failed to maintain as operational the Liftstreet Media Servers for more than four (4) consecutive hours, Liftstreet Media will add one (1) additional day of service to the affected Trading Partner License(s). Liftstreet Media's scheduled maintenance of the Liftstreet Media Servers and Liftstreet Media Application Services, as described in the Rules and Regulations, shall not be deemed to be a failure of Liftstreet Media to provide Liftstreet Media Servers. This credit is limited to one day of credit per 24-hour service period.
B.
Downtime. If Liftstreet Media discovers (either from its own efforts or after being notified by Customer) that Customer is experiencing packet loss in excess of eighty percent (80%) that is sustained for a time period of more than fifteen (15) minutes, then such outage will be deemed downtime ("Downtime"), and Liftstreet Media will take actions necessary to determine the source of the Downtime.
(i)
Remedy of Downtime. If the Downtime remedy is within the sole control of Liftstreet Media, Liftstreet Media will use commercially reasonable efforts to remedy the Downtime within four (4) hours of determining the source of the Downtime. If the Downtime is caused from outside of the Liftstreet Media local area network, Liftstreet Media will notify Customer and will use commercially reasonable efforts to notify the party or parties responsible for the source and cooperate with it/them to resolve the problem as soon as possible.
(ii)
Failure to Determine Source and/or Resolve Problem. If Liftstreet Media is unable to determine the source of and remedy the Downtime within the time periods described above (where Liftstreet Media was solely in control of the source), Liftstreet Media will add one (1) additional day of service to the affected Trading Partner License(s). This credit is limited to one day of credit per 24-hour service period.
C.
Credit. To receive any of the credits described in this section, Customer must notify Liftstreet Media Customer Services within two (2) business days from the time Customer becomes eligible to receive a credit. Failure to comply with this requirement will forfeit Customer's right to receive a credit. Credits may only be applied to existing Trading Partner Licenses. A Trading Partner for whom no fees were paid cannot receive a credit. The credits described in this Exhibit A shall be Customer's exclusive remedy and Liftstreet Media sole liability for any unavailability of the Liftstreet Media Servers or Liftstreet Media Application Services.
D.
Maximum Credit. In the event that Customer is entitled to multiple credits arising from the same event, such credits shall not be cumulative. Customer shall be entitled to receive only the maximum single credit available for such event.
Exhibit B
PRICING
A.
Payment: The following pricing arrangements shall be valid until the Agreement is terminated.
Option 1: 115.00 USD per month per inspector plus applicable taxes. Additional Inspectors employed by the Customer will be granted access to the same database at a rate of 60.00 USD per month per inspector plus applicable taxes.
Option 2: 10.00 USD per inspection report entered w/ 20.00 USD per month minimum plus applicable taxes
Pricing options may change and available pricing chosen by customer during the sign-up process and renewal period(s) shall dictate billing for the initial term and subsequent term(s).
B.
Invoices: Customer will have on file a credit card which will be charged on a monthly basis by Liftstreet Media for the agreed price. Alternatively, a bank account may be used to debit these fees. By agreeing to the Agreement, Customer authorizes these charges.
In the event a method of payment becomes unavailable either by expiration or other event, any invoice not paid within 5 days of the billing date will be deemed late, and will accrue late charges as of the billing date. Late charges shall be at a rate of 1.5% per month, or the maximum rate allowed under law, whichever is lower, from the date such payment was due until the date paid. Customer agrees that it shall promptly notify Liftstreet Media in writing of any dispute with any invoice, and that invoices for which no such notification is received shall be deemed accepted by Customer and true and correct fifteen (15) days after they are sent by Liftstreet Media.
C.
Taxes: Customer shall be responsible for all sales taxes, use taxes and any other similar taxes and charges of any kind imposed by any federal, state or local governmental entity on the transactions contemplated by this Agreement, excluding U.S. federal and state and local taxes based upon Liftstreet Media' income. Customer shall indemnify, defend, and hold harmless Liftstreet Media from any losses or liability due to nonpayment of taxes for which Customer is responsible under this Agreement.
