Terms of Use - Customer Lobby

CUSTOMER LOBBY'S TERMS OF USE

Last Modified: 6/25/2026

Customer Lobby, LLC (“Customer Lobby”) requires users of its services or users accessing its website (“Customer”) to accept and adhere to these terms and conditions (the “Agreement”). This Agreement governs the purchase and use of Customer Lobby’s services (“Services”), including, without limitation, its website (“Website”) and is accepted by executing an Order Form that references this Agreement or by using or accessing Customer Lobby’s Services. Customer Lobby may update this Agreement from time to time, and Customer will have 30 days to reject the updated terms by providing written notice to Customer Lobby. If Customer continues to use or receive the Services or access Customer Lobby’s website following such period, the updated Agreement will be deemed accepted.

Order Forms.
Services will be ordered by Customer pursuant to executed order forms (each, an “Order Form”). Each Order Form will include the specific services being ordered and the associated fees and any additional terms as applicable. Upon execution by both parties, each additional Order Form will be deemed an addendum hereto and will be subject to all of the terms and conditions herein. Any one of Customer’s subsidiaries or affiliates may also order services under this Agreement by entering into an Order Form signed by such subsidiary or affiliate and Company and agreeing to be bound by the terms of this Agreement and such Order Form.
Software/Service.
1. License to Use.
  Subject to the terms and conditions of this Agreement and each applicable Order Form, Customer Lobby hereby grants to Customer a limited, non-exclusive, revocable, non-transferable and non-sublicensable license during the term of the applicable Order Form to access and to use the Services pursuant to and in accordance with this Agreement.
2. Accounts; Security.
  Access to or use of certain portions and features of the Service’s may require Customer to create an account (“Account”). Customer states that all information provided by it is current, accurate, complete, and not misleading. Customer further states that it will maintain and update all information provided by it to ensure accuracy on a prompt, timely basis. Customer is entirely responsible for maintaining the confidentiality and security of its account(s), including Customer’s password. Accounts are not transferable. Customer agrees to promptly notify Customer Lobby if Customer becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Customer is responsible for all activities that occur under its account(s). Further, Customer is the primary account holder and is responsible for all charges made by additional users added to the accounts.
3. Restrictions on Use.
  In accessing or using the Services, Customer will not: (a) resell, lease, encumber, sublicense, distribute, publish, transmit, transfer, assign or provide such access or use to any third party in any medium whatsoever; (b) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Services; (c) apply systems to extract or modify information in the Services using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (d) knowingly input or post through or to the Services any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (e) store data on the Services that is regulated by the HIPAA Privacy Rules or the PCI Data Standards (f) input or transmit through or to the Services any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Services or grant unauthorized access thereto; (g) use or access the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes; or (h) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (i) use the Services to compete with Customer Lobby in any way; (j) permit any third party to use or access the Services other than Authorized Users; (k) post, email, or otherwise make available Content: (i) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or is harmful to minors in any way; (ii) that is pornographic or depicts a human being engaged in sexual conduct; (iii) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; (iv) that impersonates any person or entity, including, but not limited to, a Customer Lobby owner or employee, or falsely states or otherwise misrepresents Customer’s affiliation with a person or entity; (v) that includes personal or identifying information, beyond a first name, about another person without that person’s explicit consent; (vi) that is false, deceptive, misleading, deceitful, or constitutes “bait and switch”; (vii) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that Customer does not have a right to make available under any law or under contractual or fiduciary relationships; (viii) that constitutes or contains “affiliate marketing,” “link referral code,” “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or unsolicited commercial advertisement or any similar matter; (ix) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items services the sale of which is prohibited; or (x) that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site.
  
  Additionally, Customer agrees not to: (i) contact anyone who has asked not to be contacted; (ii) “stalk” or otherwise harass anyone; (iii) attempt to gain unauthorized access to Customer Lobby’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Site; or (iv) use any form of automated device or computer program that enables the submission of postings on or through the Website without each posting being manually entered by the author thereof (an “automated posting device”), including without limitation the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.
4. Maintenance.
  Customer agrees that Customer Lobby may install software updates, error corrections, and software upgrades to the Services as Customer Lobby deems necessary from time to time. All such updates, error corrections and upgrades will be considered part of the Services for purposes of this Agreement.
5. Applicable Laws.
  Customer’s access to and use of the Services is subject to all applicable international, federal, state and local laws and regulations. Customer may not use the Services or any information data or Customer Content in violation of or to violate any law, rule or regulation. Ensuring Customer’s use of the Services is compliant with applicable laws is the responsibility of Customer.
6. Suspension of Services.
  Customer Lobby has the right to immediately suspend the Services (a) to prevent damage to or degradation of the Services or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from Customer Lobby, Customer has failed to pay any amounts due and owing. In the case of (a) or (b) Customer Lobby will give Customer prior notice if reasonable and will ensure that the Services is restored as soon as possible after the event given rise to suspension has been resolved to Customer Lobby’s reasonable satisfaction.
Data Licenses.
1. Customer Content.
  As between Company and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Service that is owned by Customer (“Customer Content”) are owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Services, Company may store and maintain Customer Content for a period of time consistent with Company’s standard business processes for the Service. Following expiration or termination of the Agreement or a Customer account, if applicable, Company may deactivate the applicable Customer account(s) and delete any data therein. Customer grants Company the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement and the applicable Order Form. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by Company to perform the Services.
2. Review Content.
  Customer Lobby takes no responsibility and assumes no liability for any message, profile, opinion, question, answer, posting, data, information, file, text, link, music, sound, image, video, photo, graphic, code, work of authorship or other material posted, stored, or uploaded or downloaded by a Customer or any third party to its review pages, including without limitation content provided by Customer, its customers and reviewers (including, but not limited to, any reviews transcribed and summarized by Customer Lobby from phone calls with its customers) (collectively, “Review Content”). AS A PROVIDER OF INTERACTIVE SERVICES, CUSTOMER LOBBY IS NOT LIABLE FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY OR PROFANITY IN ANY CONTENT, NOR WILL CUSTOMER LOBBY BE LIABLE FOR ANY STATEMENTS, REPRESENTATIONS OR ANY OTHER INFORMATION OR CONTENT PROVIDED BY ITS USERS IN ANY PUBLIC FORUM, PERSONAL HOME PAGE OR OTHER INTERACTIVE AREA, WHETHER OR NOT PART OF THE WEBSITE. Although Customer Lobby has no obligation to screen, edit or monitor any of the Content posted to or distributed through the Website, Customer Lobby reserves the right, and has absolute discretion, to remove, screen or edit, with or without notice, any Content posted or stored on the Website, at any time and for any reason.
  1. Notification of Claims of Infringement.
    If Customer believes that its work has been copied in a way that constitutes copyright infringement, or Customer’s intellectual property rights have been otherwise violated, please notify Customer Lobby’s agent for notice of claims of copyright or other intellectual property infringement (“Agent”) at: info@customerlobby.com with “Attn: Copyright Agent” in the subject line. Please provide Customer Lobby’s Agent with the following notice (“Notice”): (a) a description of the copyrighted work that Customer claims has been infringed; (b) a description of the material on the Website that Customer claims is infringing, with enough detail so that Customer Lobby may locate it; (c) a statement by Customer that it has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (d) a statement by Customer declaring under penalty of perjury that (i) the above information in its Notice is accurate, and (ii) that Customer is the owner of the copyright interest involved or that Customer is authorized to act on behalf of that owner; (e) its address, telephone number, and email address; and (f) the physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest. Customer Lobby will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (“DMCA”) (including without limitation the counter-notice and put-back procedures).
3. Aggregated Data.
  Customer agrees that, subject to Customer Lobby’s confidentiality obligations in this Agreement, Customer Lobby may (a) capture data regarding the use of the Services by Customer, (b) collect metrics and data included in the Customer Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that Customer Lobby may use, reproduce, distribute and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will Customer Lobby use the Aggregated Data in a way that identifies Customer or its users as the source of the data.
4. Ownership; Reservation of Rights.
  Customer acknowledges and agrees that, as between the Parties, Customer Lobby retains all right, title and interest in and to the Customer Lobby Services and all intellectual property rights therein and thereto. Customer Lobby grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Customer Lobby Platform. Customer will acquire no right, title, or interest in and to the Customer Lobby Platform other than the limited licensed rights expressly granted under this Agreement. Notwithstanding the foregoing, Customer retains all right, title and interest in and to the Customer Data.
Third Party Content.
Customer Lobby may provide links to third party web sites and content in the Services and the Website. The linked sites and content are not under Customer Lobby’s control and Customer Lobby is not responsible for such content. Customer Lobby does not support or endorse any third party sites or content and provides these links solely as a convenience. Customer Lobby makes no representations or warranties, express, implied or statutory, as to any third party web sites or content.
1. AI Content.
  This website and the Services offered by Customer Lobby may, in whole or in part, contain content and features generated by an artificial intelligence language model, which model is provided by a third party (the “AI Content”). Customer Lobby makes no representations about the suitability, reliability, accuracy, or completeness of the AI Content and disclaims, to the greatest extent permissible under applicable law, any and all liability for any errors or omissions in the AI Content. Customer is solely responsible for its interactions with and reliance on the AI Content.
Intellectual Property.
1. Proprietary Rights.
  Customer Lobby’s intellectual property, including without limitation the Services, its trademarks and copyrights and any modification thereof, are and will remain the exclusive property of Customer Lobby and its licensors. No licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.
2. Feedback.
  Customer agrees that advice, feedback, criticism, or comments provided to Customer Lobby related to the Services are given to Customer Lobby and may be used by Customer Lobby freely and without restriction and will not enable Customer to claim any interest, ownership or royalty in Customer Lobby’s intellectual property.
Payment and Taxes.
1. Fees.
  Fees are set forth in the applicable Order Form (“Fees”).
  1. One-Time Fees as identified in the Order Form will be invoiced as of the date of the last signature on the Order Form and are non-refundable.
  2. Recurring Fees.
    Recurring Fees as identified in the Order Form will be invoiced according to the terms identified in the Order Form and are payable in advance each month. Recurring Fees are billed in full months and are not prorated based on the date of the month. Recurring Fees are effective as of the Effective Date of the applicable Order Form.
  3. Usage Fees.
    Usage-based fees will be billed monthly in arrears.
2. Payment.
  Company will not be obligated to provide any Products or Services until payment of One-Time Fees has been received in full. All Fees will be automatically billed to Customer’s credit card, charge card or other payment method. Customer agrees to pay all reasonable costs of collection in the event any amount is not paid when due. Customer Lobby, upon notice to Customer, which notice may be in the form of an invoice, will have the right to change Fees effective any time, which right will include without limitation the right to charge a Fee for new features or functions of the Services or for features or functions that have previously been offered at no charge. All Fees are payable in United States Dollars and non-refundable.
3. Automatic Payment Terms.
  Customer authorizes Customer Lobby to charge the credit card information provided, or debit the bank account information provided, as applicable, beginning as of the Effective Date and monthly thereafter, for all applicable fees due as defined in the Agreement. Customer understands that this authorization will remain in effect until it is canceled in writing and agrees to notify Customer Lobby in writing of any changes in Customer’s account information or termination of this authorization at least 15 days prior to the next billing date. If the payment date falls on a weekend or holiday, Customer understands that payments may be executed on the next business day. For ACH debits to a checking/savings account, Customer understands that because these are electronic transactions, these funds may be withdrawn from Customer’s account as of the payment date, and that it will have limited time to report and dispute errors. In the case the ACH transaction is returned for Non Sufficient Funds (“NSF”) Customer understands that Customer Lobby may at its discretion attempt to process the charge again within 30 days, and agrees to an additional charge for each attempt returned NSF, which will be initiated as a separate transaction from the authorized payment. Customer has certified that the business bank account information provided is enabled for ACH transactions, and agrees to reimburse Customer Lobby for all penalties and fees incurred as a result of Customer’s bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions. Both parties agree to be bound by NACHA Operating Rules as they pertain to these transactions. Customer acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Customer agrees not to dispute these scheduled transactions with its bank or credit card company provided the transactions correspond to the terms indicated in this Agreement.
4. Taxes.
  Customer Lobby Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature. Including value-added, sales, use or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes for which Customer is responsible under this Section. Customer Lobby may invoice taxes to Customer and Customer will pay such taxes, unless Customer provides Customer Lobby with a valid tax exemption certificate authorized by the appropriate taxing authority.
Term and Termination.
1. Term.
  This Agreement will be effective as of the mutual execution of an Order Form (the “Effective Date”) and remain in effect until terminated by either party as permitted by this Agreement. Unless otherwise set forth in an Order Form, the initial term will be for one year; thereafter, the Order will automatically renew for successive periods equal to the initial term, unless cancelled by either party in accordance with this Agreement.
2. Termination.
  Customer Lobby may may terminate this Agreement at any time. For Customers on an annual subscription to the Services, Customer may elect not to renew this Agreement by providing not less than 60 days’ prior written notice to Customer Lobby before the end of the then-current Term. For Customer’s on a monthly subscription to the Services, Customer may cancel at any time, which cancellation shall be effective on the last day of the calendar month following the month in which Customer provided its written termination notice to Customer Lobby. In order for Customer to notify Customer Lobby of its intent to not renew an Order Form or this Agreement, Customer must submit such notice vial email to info@customerlobby.com. Customer agrees that it has not terminated its account until and unless it has received an email from Customer Lobby confirming its account termination.
3. Effects of Termination.
  Upon the expiration or termination of this Agreement for any reason, (a) Customer will immediately cease using the Services and Website, (b) upon request, each party will return or destroy all Confidential Information of the other party, provided, that each party may retain one copy of the Confidential information of the other party as necessary to comply with applicable law or its records retention or archival policies or practices (and such retained Confidential Information will remain subject the non-disclosure obligations in this Agreement) and (c) any unpaid, undisputed amounts due through termination will become immediately due and payable.
4. Survival.
  Any provisions of this Agreement that expressly, or by implication, are intended to survive its termination or expiration will survive and continue to bind the parties, including without limitation provisions relating to confidentiality, representations and warranties, indemnification, limitations on liability, intellectual property, and Customer’s payment obligations under this Agreement.
Confidential Information.
1. Confidential Information.
  “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The Services, all features and functions thereof and related pricing and product plans will be the Confidential Information of Customer Lobby.
2. Non-Disclosure.
  Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.
3. Exclusions.
  The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.
Privacy Policy.
Customer understands that in connection with providing the Services, Customer Lobby processes limited personal data of the authorized users as described in the Privacy Policy located at: https://www.customerlobby.com/privacy-policy/. By using the Services or submitting Customer Data through the Services, Customer expressly consents to such processing.
Release.
Customer hereby releases Customer Lobby, and its members, officers, directors, employees, agents and affiliates, from any and all claims, demands, losses, damages, rights, and actions of any kind, including without limitation financial or non-financial loss, damage to Customer’s or its company’s reputation, personal injuries, death, and property damage, that are either directly or indirectly related to or arise from (a) any interactions with other users or any Services, (b) any incorrect or inaccurate Customer Content or other Content (including without limitation any information in profiles) posted on or through the Site, whether caused by users or by any of the equipment or programming associated with or utilized in the Site, (c) conduct of any user of the Site, (d) any direct mail or email sent on Customer’s behalf or (e) removal of any Customer Content or other Content provided by Customer to the Site. Customer hereby waives California Civil Code section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Disclaimers.
CUSTOMER LOBBY DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT CUSTOMER LOBBY WILL CORRECT ALL ERRORS OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. CUSTOMER LOBBY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER CONTENT OR THIRD PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. CUSTOMER LOBBY EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability.
IN NO EVENT WILL CUSTOMER LOBBY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. CUSTOMER LOBBY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS (US $100.00). THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF CUSTOMER LOBBY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.
Indemnification.
Customer agrees to defend and indemnify Customer Lobby and its affiliates from and against any legal action, demand, suit, or proceeding brought against Customer Lobby or its affiliates by a third party arising out of or related to the (a) Customer’s breach of any term or condition of this Agreement, or (b) Customer’s use of the Website or any use by Customer’s authorized user or misuse of Customer’s or Customer’s authorized users’ passwords, or (c) any use by others of Customer Content.
Publicity.
Customer hereby consents to Customer Lobby identifying Customer as a customer by name and logo in Customer Lobby’s promotional materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, Customer Lobby will have 30 days to process Customer’s request.
Assignment.
Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of Customer Lobby. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and Customer’s respective successors and assigns.
Notices.
Any notice required under this Agreement will be provided to the other party in writing. If Customer wishes to provide notice to Customer Lobby, Customer will send notice via email to: info@customerlobby.com. Customer Lobby will send notices to one or more contact(s) on file for Customer. Notices from Customer Lobby, other than for a breach of this Agreement may be provided within the Services.
Attorney’s Fees.
In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.
Relationship of the Parties.
This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.
No Third Party Beneficiaries.
This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.
Equitable Remedies.
Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.
Force Majeure.
Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.
Limitation of Claims.
No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than six months after it first have actual knowledge of the facts giving rise to the cause of action.
Export Compliance.
Customer must comply with United States, foreign and international laws and regulations, including without limitation, the United States Export Administration Regulations and the United States Office of Foreign Asset Control regulations, and other anti-boycott and import regulations. Such export laws govern use of the Services including technical data and any Services deliverables provided under this Agreement and Customer agrees to comply with all such laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer is responsible for ensuring that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported directly or indirectly in violation of these laws. Customer will indemnify Customer Lobby for any violation by Customer of any applicable export controls or economic sanctions laws and regulations.
Governing Law, Jurisdiction and Venue.
This Agreement is made and entered into by the parties in the State of Colorado and shall be construed according to the substantive and procedural laws of that state, without application of conflict of law principles. Any legal action or proceeding relating to this Agreement shall be instituted in any state or federal court in Denver, Colorado. The Parties agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding.
Severability, Waiver and Amendment.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.
Counterparts, Entire Agreement and Order of Precedence.
This Agreement or any Order may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement, together with any Order, states the entire agreement of the parties regarding the subject matter of this Agreement, and supersedes all prior proposals, agreements or other communications between the parties, oral or written, regarding such subject matter. If an ambiguity or conflict exists among the documents the order of precedence will be: (a) the terms and conditions of an Order Form; and (b) the terms and conditions of this Agreement. Any preprinted terms on any purchase order are hereby expressly rejected by Company and will be of no force or effect.