TERMS AND CONDITIONS
SECTION I. INTRODUCTION
LMDMAX CORP. (“LMDmax,” “we,” “us,” or “our”), a New Jersey Corporation, welcomes you (“you” or “your” or “Customer”). These TERMS OF USE are an agreement between us and you that governs your access and use of our tools and Services (“Services”) through our website (our “Website”), which may be updated by us from time to time without notice to you (“Terms of Use” or “Agreement”). By using our Website and or applications, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you DO NOT AGREE to any of these terms, then you ARE NOT PERMITTED to use the Services provided on our Website, or any affiliated mobile application, software applications, tools, services or platform (collectively with the Website, the “Platform”). The Platform is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with us.
You accept the aforesaid agreement and agree to be legally bound by the same. In the event of any ambiguity or discrepancy between these Terms of Use and the Privacy Policy and or any policies/ guidelines, the provisions of these Terms of Use shall prevail.
If you are an individual acting on behalf of an entity, you represent and warrant that you have the authority to accept these Terms of Use on behalf of such an entity. If you do not wish to accept the Terms of Use stated herein, please do not register, access, or use the Platform.
SECTION II. DEFINITIONS
- “Services”
Software as a Service LMDmax Software applications and support services.
Chatbot Platform Customers may have access to the LMDmax’s AI-powered chatbot platform (“Chatbot”) via the internet (the “Services”). The Chatbot is designed to answer Customer queries, using Customer’s uploaded or integrated data as context. Customer’s access of the Chatbot application is subject to LMDmax’s Disclaimer Policy, Privacy Policy and the terms set forth in this Agreement.
Document Upload and Integration Support As part of the Services, LMDmax may offer technical onboarding and ongoing support maintenance services to assist Customer in uploading and integrating documents, data, or content (“Customer Content”) into for usage by the Platform. “Authorized Customer” means any end Customer, employee, or contractor affiliated with Customer who is authorized by Customer to access the Services.
- “Affiliate” means, with respect to a Party, any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. The term “control” (or variants of it) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.
- “Fees” means the fees charged for the Services by LMDmax as agreed upon or stated in the Statement of Work (“SOW”) or any other document entered between you and us or at the time of registering on our website.
- “Intellectual Property Rights” means all intellectual and similar property rights including patents, patent applications, inventions, discoveries, copyrights, licenses, trademarks, trademark applications, trade secrets, service mark, trade dress, mask work, confidential or proprietary technical and business information, know-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to any of the foregoing and other like rights.
- “Subscription Term” shall mean that period specified as per Section XVII of these Terms of Use.
SECTION III. ACCESS AND USE OF THE SERVICE
Your Registration Obligations: You may be required to register with LMDmax in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify LMDmax of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. LMDmax will not be liable for any loss or damages arising from your failure to comply with this Section. We reserve the right to disable any username, password, or other identifier at any time if, in our opinion, you have violated any provision of these Terms of Use.
USE OF SERVICES: During the Term of this Agreement and subject to the payment of applicable subscription fees, We grant Customer a revocable, non-exclusive, non-transferable, limited license to access and use the Services for Customer’s internal business purposes, in accordance with this Agreement.
Nothing in this Agreement will be deemed to prohibit or limit LMDmax’s right to perform the same or similar services for any other party during or after the term of this Agreement.
Modifications to Service: LMDmax reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that LMDmax will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Monitor Use of Service: LMDmax has no obligation to monitor the Customer’s use of the Services or retain the content of any Customer session. However, LMDmax always reserves the right to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or lawful governmental request.
SECTION IV: CONDITIONS OF USE
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials (“Customer Content”) that you upload, post, publish, or display (hereinafter, “Upload”) or email or otherwise use via the Service. You may use the Website only for lawful purposes and in accordance with these Terms of Use.
The following are examples of the kind of Content and/or use that is illegal or prohibited by LMDmax. LMDmax reserves the right to investigate and take appropriate legal action against anyone who, in LMDmax’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators, and reporting you to the law enforcement authorities. You agree to not use the Service to:
Upload any Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to Upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; or (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable;
Copy, modify, adapt, tamper with, or otherwise make any changes to the Services or Documentation or any part thereof;
Decompile, reverse engineer, translate, disassemble, or create derivative works from the Services or otherwise attempt to discover any source code, algorithms, tags, specifications, architecture, structure, or other elements of the Services, in whole or in part, for whatsoever purpose
Upload, post, e-mail, transmit, publish, re-publish, distribute, create abstracts from, display, or otherwise make available the Services to any third Parties including posting any content to newsgroups, mail lists, or electronic bulletin boards
Unauthorized posting or linking of the LMDmax Service hosting site
Assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components from, or create derivative works of the Services, except as authorized under this Agreement
Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark, and patent designations contained in the Services
Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
Violate any applicable local, state, national or international law, or any regulations having the force of law;
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including, monitoring or copying any of the material on the Website;
Use any device, software, or routine that interferes with the proper working of the Website;
Introduce any viruses, trojan, logic bombs, or other materials that is malicious or technologically harmful;
Use this Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website;
Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use.
Electronic Transactions and Disclosures: Because LMDmax operates only on the internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us and our affiliates (“Our Affiliates”), you are required to disclose certain information to us electronically, either via our Website or to the email address you provide to us. By agreeing to the Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Platform and Service, including any products or services you have purchased through the Platform or Service, and your use of this Service (each, a “Disclosure”), from us, whether we are acting in the capacity as trustee or otherwise, or Our Affiliates.
Electronic Communications: Any Disclosures will be provided to you electronically through www.lmdmax.com either on our Website or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically.
How to Contact Us regarding Electronic Disclosures: You can contact us via email at support@lmdmax.com.
You will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change via the applicable section on the Website or by sending an email to support@lmdmax.com. You also agree to update your registered residence address and telephone number on the Website if they change.
SECTION V: INTELLECTUAL PROPERTY RIGHTS
Service Content, Software and Trademarks: The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, video, images, and audio) are owned by LMDmax. You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. These Terms of Use permit you to use this Website for your personal use only. Except as expressly authorized by LMDmax, you agree not to reproduce, modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by LMDmax from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of LMDmax, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by LMDmax.
The LMDmax name and logos are trademarks and service marks of LMDmax (collectively the “LMDmax Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to LMDmax. Nothing in this Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of LMDmax Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of LMDmax Trademarks will inure to our exclusive benefit. We own all rights, title, and interest in and to the Services. You only receive a license to use the Services as explicitly granted in these Business Terms. Ownership of the Chatbot Platform and all Intellectual Property Rights therein shall always remain with LMDmax.
Restrictions: Any other use of LMDmax’s Product or proprietary property by any person, business, corporation, government organization or any other entity other than the Customer and its Affiliates is strictly forbidden and is a violation of this Agreement. No additional connections of any kind, nor any maintenance or repair shall be made to the Platform by or on behalf of Customer.
Third Party Material: Under no circumstances will LMDmax be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that LMDmax does not pre-screen content, but that LMDmax and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, LMDmax and its designers will have the right to remove any content that violates these Terms of Use or is deemed by LMDmax, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the content or materials of any third parties.
User Content Transmitted Through the Service: You may provide input to the Services (“Input”) and receive output from the Services based on the Input (“Output”). We call Input and Output together “User Content” (collectively, “User Content”). As between you and LMDmax, and to the extent permitted by applicable law, you (a) retain all ownership rights in Input and (b) own all Output. We hereby assign to you all our right, title, and interest, if any, and wherever applicable in and to Output. With respect to the User content, data or other materials you input or upload through the Service, you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. You hereby grant and will grant LMDmax and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service, and the advertising, marketing and promotion thereof.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to LMDmax are non-confidential and LMDmax will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that LMDmax may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or
(d) protect the rights, property, or personal safety of LMDmax, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
SECTION VI: THIRD-PARTY LINKS
You may be able to link from the Website to third party web sites and third-party web sites may link to the Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for the content, products, services, advertising or other materials which may be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites. Any reliance on the contents of a third-party web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.
SECTION VII: CONFIDENTIALITY
Use and Nondisclosure. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes User Content. Recipient agrees it will: (a) only use Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.
Exceptions. The obligations in above Section 1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. The recipient will be responsible for any breach of this Section 1 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.
SECTION VIII: PRIVACY
Personal Data. Customer hereby acknowledges and agrees that performance of the services under this Agreement may require Platform to process, transmit and/or store Customer’s personal data or the personal data of Customer’s employees (“Personal Data”). By submitting Personal Data to Platform in form of input, Customer agrees that LMDmax and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Platform to provide output. In relation to all Personal Data provided by or through Customer to LMDmax, Customer will be responsible as sole data controller for complying with all applicable data protection or similar laws applicable in United States and laws implementing and regulating the processing of Personal Data and special categories of data as such terms are defined in the applicable laws. Customer confirms that it is solely responsible for any Personal Data that may be contained in the Services. Customer is solely responsible for determining the purposes and means of processing Customer’s employees Personal Data by the Platform under this Agreement, including that such processing according to Customer’s instructions will not place LMDmax in breach of applicable data protection laws. Prior to processing, Customer will inform LMDmax about any special categories of data contained within Customer’s Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that LMDmax meets such restrictions or special requirements. LMDmax to process any Personal Data that meets the requirements set forth in this Section.
HIPAA. You agree not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103), unless you have signed a Healthcare Addendum and Business Associate Agreement (together, the “Healthcare Addendum”) with us prior to creating, receiving, maintaining, transmitting, or otherwise processing this information.
SECTION IX: INDEMNITY AND RELEASE
You agree to release, indemnify and hold LMDmax and its affiliates and their officers, employees, directors, agents, licensors, successors, and assigns (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Use or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or
expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
SECTION X: DISCLAIMERS
YOUR USE OF THE SERVICE AND THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LMDMAX MAKES NO WARRANTY THAT
- THE SERVICE OR PLATFORM WILL MEET YOUR REQUIREMENTS,
- THE SERVICE OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
- THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE,
- THE QUALITY OF ANY PRODUCTS, THE PLATFORM, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
- THE RESPONSES GENERATED BY THE AI CHATBOT (“CHATBOT”), IF ANY, ARE BASED ON THE INPUT PROVIDED BY THE CUSTOMER AND ARE FOR INFORMATIONAL AND REFERENCE PURPOSES ONLY. THE CHATBOT DOES NOT PROVIDE LEGAL, FINANCIAL, TAX, EMPLOYMENT, COMPLIANCE, REGULATORY, OR PROFESSIONAL ADVICE. THE INFORMATION PROVIDED IS NOT INTENDED TO SUBSTITUTE FOR PROFESSIONAL CONSULTATION WITH A LICENSED ATTORNEY, ACCOUNTANT, TAX CONSULTANT, OR OTHER QUALIFIED EXPERT. YOU SHOULD ALWAYS SEEK INDEPENDENT PROFESSIONAL ADVICE BEFORE MAKING ANY BUSINESS, LEGAL, FINANCIAL, EMPLOYMENT, REGULATORY, PAYROLL OR TAX-RELATED DECISIONS.
- THE SOFTWARE APPLICATIONS INCLUDING CHATBOT’S RESPONSES ARE GENERATED USING ARTIFICIAL INTELLIGENCE MODELS, WHICH ANALYZE AND INTERPRET CUSTOMER- PROVIDED INPUT/QUERIES. LMDMAX MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR APPLICABILITY OF PLATFORM RESPONSES IN ANY SPECIFIC SITUATION. THE PLATFORM SPECIALLY CHATBOT’S OUTPUT SHOULD NOT BE RELIED UPON FOR THE FOLLOWING INCLUDING BUT NOT LIMITING TO:
(i) AS THE BASIS FOR ANY ACTION, DECISION, OR OMISSION.
(ii) OR AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
(iii) CUSTOMERS MUST EVALUATE OUTPUT FOR ACCURACY AND APPROPRIATENESS FOR YOUR USE CASE, INCLUDING USING HUMAN REVIEW AS APPROPRIATE, BEFORE USING OR SHARING OUTPUT FROM THE SERVICES.
(iv) CUSTOMER MUST NOT USE ANY OUTPUT RELATING TO A PERSON FOR ANY PURPOSE THAT COULD HAVE A LEGAL OR MATERIAL IMPACT ON THAT PERSON, SUCH AS MAKING CREDIT, EDUCATIONAL, EMPLOYMENT, HOUSING, INSURANCE, LEGAL, MEDICAL, OR OTHER IMPORTANT DECISIONS ABOUT THEM.
(v) OUR SERVICES MAY PROVIDE INCOMPLETE, INCORRECT, OR OFFENSIVE OUTPUT THAT DOES NOT REPRESENT LMDMAX’S VIEWS. IF OUTPUT REFERENCES ANY THIRD PARTY PRODUCTS OR SERVICES, IT DOESN’T MEAN THE THIRD PARTY ENDORSES OR IS AFFILIATED WITH LMDMAX. - THE PLATFORM INCLUDING CHATBOT’S RESPONSES, IF ANY, MAY VARY BASED ON THE SPECIFIC WORDING, CONTEXT, AND STRUCTURE OF THE INPUT PROVIDED BY THE CUSTOMER. THE SAME INPUT MAY GENERATE DIFFERENT RESPONSES AT DIFFERENT TIMES, AND DIFFERENT INPUTS MAY GENERATE SIMILAR RESPONSES. THIS VARIABILITY IS INHERENT IN THE AI SYSTEM, AND LMDMAX IS NOT RESPONSIBLE FOR INCONSISTENCIES IN RESPONSES OR FOR ANY MISUNDERSTANDING ARISING FROM PLATFORM- GENERATED CONTENT.
- THE USE OF THE PLATFORM INCLUDING CHATBOT DOES NOT ESTABLISH AN ATTORNEY- CLIENT, ACCOUNTANT-CLIENT, TAX ADVISOR-CLIENT, OR FIDUCIARY RELATIONSHIP BETWEEN THE CUSTOMER AND LMDMAX. LMDMAX DOES NOT ACT AS AN ATTORNEY, TAX CONSULTANT, CO-EMPLOYER, AGENT OR PROFESSIONAL SERVICE PROVIDER THROUGH THE PLATFORM.
- THE LAWS, REGULATIONS, AND INDUSTRY STANDARDS VARY BY JURISDICTION, AND THE PLATFORM DOES NOT CONSIDER OR ACCOUNT FOR SPECIFIC LOCAL, STATE, FEDERAL, OR INTERNATIONAL LAWS APPLICABLE TO THE CUSTOMER’S BUSINESS. CUSTOMERS ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS AND SHOULD CONSULT A QUALIFIED PROFESSIONAL FOR LEGAL, TAX, AND REGULATORY GUIDANCE RELEVANT TO THEIR LOCATION AND BUSINESS OPERATIONS
SECTION XI: LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LMDMAX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LMDMAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE OR PLATFORM. IN NO EVENT WILL LMDMAX’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID LMDMAX IN THE LAST ONE (1) WEEK PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR, IF GREATER, FIVE HUNDRED DOLLARS ($500).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF ANY STATE, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
SECTION XII: GOVERNING LAW/ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY.
The laws of the state of New Jersey shall govern this Agreement without giving effect to conflict of laws principles. We agree that any dispute, claim, or disagreement between us shall be resolved exclusively by arbitration. Arbitration is a process in which persons with a dispute(s): (i) agree to submit their dispute(s) to a neutral third person (an “arbitrator”) for a decision; and (ii) waive their rights to file a lawsuit in court to resolve their dispute(s). Each party to the dispute(s) has an opportunity to present some evidence to the arbitrator. pre-arbitration discovery may be limited. Arbitration proceedings are private and less formal than court trials. The arbitrator will issue a final and binding decision resolving the dispute(s), which may be enforced as a court judgment. A court rarely overturns an arbitrator’s decision.
THEREFORE, YOU ACKNOWLEDGE AND AGREE AS FOLLOWS:
For purposes of this Arbitration Provision the words “dispute” and “disputes” are given the broadest possible meaning and include, without limitation
(i) all claims, disputes, or controversies arising from or relating directly or indirectly to the signing of this Arbitration Provision, the validity and scope of this Arbitration Provision and any claim or attempt to set aside this Arbitration Provision;
(ii) all federal or State law claims, disputes or controversies, arising from or relating directly or indirectly to this Agreement (including the Arbitration Provision), the information you gave us before entering into this Agreement, and/or any past agreement or agreements between you and us;
(iii) all counterclaims, cross-claims and third-party claims;
(iv) all common law claims, based upon contract, tort, fraud, or other intentional torts;
(v) all claims based upon a violation of any state or federal statute or regulation;
(vi) all claims asserted by us against you, including claims for money damages to collect any sum we claim you owe us;
(vii) all claims asserted by you individually against us and/or any of our employees, agents, directors, officers, shareholders, managers, or affiliated entities (hereinafter collectively referred to as “related third parties”), including claims for money damages and/or equitable or injunctive relief;
(viii) all claims asserted on your behalf by another person; and/or
(ix) all claims asserted by you as a private attorney general, as a representative and member of a class of persons, or in any other representative capacity, against us and/or related third parties.
All disputes hereunder shall be resolved by binding arbitration in accordance with the rules of the
American Arbitration Association in effect at the time of the dispute. The cost of the arbitration will be born equally by the parties. The arbitration award will be final and binding and may be enforced by any court in New Jersey jurisdiction.
Only disputes involving you and LMDmax may be addressed in the arbitration. This means that the arbitration may not address disputes involving other persons with disputes similar to the disputes between you and LMDmax.
The arbitrator shall have the authority to award any legal or equitable remedy or relief that a court could order or grant under this agreement. All statutes of limitations that apply to any dispute shall apply to any arbitration between us. The Arbitrator will issue a decision or award in writing, briefly stating the essential findings of fact and conclusions of law.
Binding Effect. This Arbitration Provision is binding upon and benefits you, your respective heirs, successors, and assigns. The Arbitration Provision is binding upon and benefits us, our successors and assigns, and related third parties. The Arbitration Provision continues in full force and effect, even if your obligations have been prepaid, paid, or discharged through bankruptcy. The Arbitration Provision survives any termination, amendment, expiration, or performance of any transaction between you and us and continues in full force and effect unless you and we otherwise agree in writing.
Severability. If any portion of this Arbitration Provision is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Provision, unless the provision precluding the arbitrator from conducting a class arbitration as set forth above is deemed invalid or unenforceable, in which case this entire Arbitration Provision shall be deemed void.
SECTION XIII: LIMITATION ON TIME TO FILE CLAIMS
Any cause of action or claim you may have arising out of or relating to these Terms of Use or the Website must commence within one (1) year after the cause of action occurs. Otherwise, such cause of action or claim is permanently barred.
SECTION XIV: SEVERABILITY
If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
SECTION XV: TRADE CONTROLS
You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.
SECTION XVI: COPYRIGHT NOTICES
If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed; - a description of where the material that you claim is infringing is located on the Website (and such description must be reasonably sufficient to enable Company to find the alleged infringing material);
- your address, telephone number and email address;
- a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
SECTION XVII: PAYMENT & TAXES
Fees and Billing. You agree to pay all fees charged to your account (“Fees”) according to the prices and terms or as stated in STATEMENT OF WORK or any other document agreed in writing. Fees are payable in U.S. dollars and are due upon invoice issuance, unless otherwise agreed.
Payments are nonrefundable except as provided in this Agreement.
LMDmax shall invoice Customer on a weekly basis for use of the Services during the preceding week and Customer shall pay to LMDmax the fees (“Fees”) within fourteen (14) days of the receipt of invoice from LMDmax (“Payment Date”). For any delays in payment, late fee of $20.00 per day shall be applicable if paid beyond the Payment Date. However, LMDmax may prefer automatic billing if Customer opts for Fees paid through ACH and Credit Card. LMDmax reserves the absolute right to raise the Price of Services at will upon thirty (30) days written notice to Customer.
Taxes. Fees are exclusive of taxes, which we will charge separately as required by applicable law in connection with the Services. We will use the name and address in your account as the place of supply for tax purposes. Customer shall pay or reimburse LMDmax for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by LMDmax under this Agreement. Each Party will be responsible for its own income taxes, employment taxes, and property taxes
SECTION XVIII: TERM &TERMINATION
TERM. The term of this Agreement will commence upon the earlier of your online acceptance of
these Terms of Use or Agreement, the Effective Date on the Statement of Work,if any, or the date you first use the Services, and will remain in effect until terminated pursuant to this Section XVII (“Term”). If you purchase a subscription to the Services, the subscription term will automatically renew for successive periods unless either of us gives the other notice of its intent not to renew. That notice must be given at least thirty days before the start of the next renewal period. During the first sixty (60) days of the Subscription Term (the “Trial Period”), Customer may terminate this Agreement for any reason whatsoever by providing at least two (2)weeks’ notice to LMDmax.
After the expiration of the Trial Period, Customer may terminate this Agreement for any reason whatsoever by providing at least thirty (30) days-notice to LMDmax.
TERMINATION You agree that LMDmax, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if LMDmax believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. LMDmax may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Use may be affected without prior notice, and acknowledge and agree that LMDmax may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that LMDmax will not be liable to you or any third party for any termination of your access to the Service.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. You waive and hold harmless LMDmax and our affiliates, licensees, and service providers from any claims resulting from any action taken by LMDmax during, or taken because of, investigation by either us or law enforcement authorities.
Effect of Termination. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination or expiration. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers
SECTION XIX: NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445- 1254
or (800) 952-5210.
SECTION XX: A2P 10DLC CONSENT OBLIGATIONS
LMDMax treats all messaging transmitted via the Platform as Application-to-Person (“A2P”) 10- digit long code (“10DLC”) messaging. All A2P 10DLC messages (each a “Message”) originating from LMDMax are subject to this Section XX.
Prior to sending the first Message to any third-party from the Platform (the “Initial Message”), including to a driver of your organization, you must obtain written consent (“Consent”) from the intended message recipient (the “Recipient”) to communicate with them. The Initial Message must include the following language: “Reply STOP to unsubscribe,” or the equivalent using another standard opt-out keyword, such as UNSUBSCRIBE, CANCEL, END, and QUIT. Individuals must have the ability to revoke Consent at any time by replying with a standard opt-out keyword. If an individual opts out, you may deliver one final Message to confirm that the opt-out has been processed, but any subsequent Messages are not permitted. An individual must once again provide consent before you can send any additional Messages.
In addition to obtaining Consent from the Recipient, you must make clear to the Recipient they are agreeing to receive messages of the type you intend to transmit. In no event shall you transmit Messages that (i) contain any material that is prohibited by law or regulation in the jurisdiction where the Recipient resides, (ii) contain hate speech, harassment, exploitative, abusive, or any communications that originate from a hate group; (iii) are fraudulent or misleading, (iv) contain malicious content, such as malware or viruses, or (iv) contain content designed to intentionally evade applicable laws and regulations regarding obtaining necessary consent, including but not limited to the Telephone Consumer Protection Act (TCPA), Controlling the Assault of Non- Solicited Pornography And Marketing Act (CAN-SPAM), and any other applicable federal, state, or local laws or regulations.
You are hereby required to retain timestamped copies of the Consent, and you shall deliver said copies of Consent to LMDMax immediately upon request. You agree and acknowledge that LMDMax shall have no obligation to retrieve Consent from any person to whom you send a Message using our Platform. To the fullest extent permitted by applicable law, you shall indemnify, defend, and hold harmless LMDMax, its affiliates, and respective officers, directors, employees, agents, licensors, and service providers from and against all claims, losses, costs, damages, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with any violation of the A2P 10DLC Consent obligations by you or your agents, including but not limited to any unauthorized or unlawful use of Platform for A2P 10DLC messaging.
SECTION XXI: MODIFICATIONS TO THESE BUSINESS TERMS AND THE LMDMAX POLICIES
We may update these Terms of Use or the Policies by providing you with reasonable notice, including by posting the update on our website. If, in our sole judgment, an update materially impacts your rights or obligations, we will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Any other updates will be effective on the date we post the updated Business Terms or LMDmax Policies. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services or terminate this Agreement.
SECTION XXII: MISCELLANEOUS
Headings. Headings in these Terms of Use are inserted solely for convenience and are not intended to affect the meaning or interpretation of this Agreement.
Entire Agreement. This Agreement is the entire agreement between you and LMDmax with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, whether written or oral. You agree that any terms and conditions contained within any purchase order you send to us will not apply to this Agreement and are null and void.
Relationship of the Parties. For all purposes under this Agreement, you and LMDmax will be and act as an independent contractor and will not bind nor attempt to bind the other to any contract.
No Third-Party Beneficiaries. There are no intended third-party beneficiaries to this Agreement, and it is your and LMDmax’s specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.
Force Majeure. Except for payment obligations, neither you nor LMDmax will have any liability for failures or delays resulting from conditions beyond your or LMDmax’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.
Acceptance of Terms & Conditions and Privacy Policy. By using these Services, Customer acknowledge that you have read, understood and agree with these Terms of Use and the Privacy Policy of LMDmax as stated at www.lmdmax.com/privacy
SECTION XXIII: QUESTIONS? CONCERNS? SUGGESTIONS?
Please contact us at support@lmdmax.com to report any violations of these Terms of Use or to pose any questions regarding this Terms of Use or the Service.
SECTION I. INTRODUCTION
LMDMAX CORP. (“LMDmax,” “we,” “us,” or “our”) welcomes you (“you” or “your”). We provide you access to our tools and services (our “Service(s)”) through our website (our “Website”) subject to these terms of use, which may be updated by us from time to time without notice to you (“Terms of Use”). By using our Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not agree to any of these terms, then you are not permitted to use the Website, or any affiliated mobile application, software or platform (collectively with the Website, the “Platform”). The Platform is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with us.
You accept the aforesaid agreement and agree to be legally bound by the same. In the event of any ambiguity or discrepancy between these Terms of Use and the Privacy Policy and or any policies/ guidelines, the provisions of these Terms of Use shall prevail.
If you are an individual acting on behalf of an entity, you represent and warrant that you have the authority to accept these Terms of Use on behalf of such entity. If you do not wish to accept the Terms of Use stated herein, please do not register, access, or use the Platform.
SECTION II. ACCESS AND USE OF THE SERVICE
Your Registration Obligations: You may be required to register with LMDmax in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify LMDmax of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. LMDmax will not be liable for any loss or damages arising from your failure to comply with this Section. We reserve the right to disable any username, password, or other identifier at any time if, in our opinion, you have violated any provision of these Terms of Use.
Modifications to Service: LMDmax reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that LMDmax will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
SECTION III: CONDITIONS OF USE
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials (“Content”) that you upload, post, publish, or display (hereinafter, “Upload”) or email or otherwise use via the Service. You may use the Website only for lawful purposes and in accordance with these Terms of Use.
The following are examples of the kind of Content and/or use that is illegal or prohibited by LMDmax. LMDmax reserves the right to investigate and take appropriate legal action against anyone who, in LMDmax’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators, and reporting you to the law enforcement authorities. You agree to not use the Service to:
- Upload any Content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to Upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; or (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
- use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including, monitoring or copying any of the material on the Website;
- use any device, software, or routine that interferes with the proper working of the Website;
- introduce any viruses, trojan, logic bombs, or other materials that is malicious or technologically harmful;
- use this Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use.
Electronic Transactions and Disclosures: Because LMDmax operates only on the internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us and our affiliates (“Our Affiliates”), you are required to disclose certain information to us electronically, either via our Website or to the email address you provide to us. By agreeing to the Terms of Use, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Platform and Service, including any products or services you have purchased through the Platform or Service, and your use of this Service (each, a “Disclosure”), from us, whether we are acting in the capacity as trustee or otherwise, or Our Affiliates.
Electronic Communications: Any Disclosures will be provided to you electronically through www.lmdmax.com either on our Website or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically.
How to Contact Us regarding Electronic Disclosures: You can contact us via email at support@lmdmax.com.
You will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must notify us of the change via the applicable section on the Website or by sending an email to support@lmdmax.com. You also agree to update your registered residence address and telephone number on the Website if they change.
SECTION IV: INTELLECTUAL PROPERTY RIGHTS
Service Content, Software and Trademarks: The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, video, images, and audio) are owned by LMDmax. You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. These Terms of Use permit you to use this Website for your personal use only. Except as expressly authorized by LMDmax, you agree not to reproduce, modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by LMDmax from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of LMDmax, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by LMDmax.
The LMDmax name and logos are trademarks and service marks of LMDmax (collectively the “LMDmax Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to LMDmax. Nothing in this Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of LMDmax Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of LMDmax Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will LMDmax be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that LMDmax does not pre-screen content, but that LMDmax and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, LMDmax and its designees will have the right to remove any content that violates these Terms of Use or is deemed by LMDmax, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the content or materials of any third parties.
User Content Transmitted Through the Service: With respect to the content, data or other materials you input or upload through the Service (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. You hereby grant and will grant LMDmax and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service, and the advertising, marketing and promotion thereof.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to LMDmax are non-confidential and LMDmax will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that LMDmax may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of LMDmax, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
SECTION V: THIRD-PARTY LINKS
You may be able to link from the Website to third party web sites and third-party web sites may link to the Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for the content, products, services, advertising or other materials which may be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites. Any reliance on the contents of a third-party web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.
SECTION VI: INDEMNITY AND RELEASE
You agree to release, indemnify and hold LMDmax and its affiliates and their officers, employees, directors, agents, licensors, successors, and assigns (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Use or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
SECTION VII: DISCLAIMERS
YOUR USE OF THE SERVICE AND THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LMDMAX MAKES NO WARRANTY THAT (I) THE SERVICE OR PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, THE PLATFORM, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
SECTION VIII: LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT LMDMAX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LMDMAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE OR PLATFORM.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF ANY STATE, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
SECTION IX: GOVERNING LAW/ARBITRATION
PLEASE READ THIS SECTION CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY.
The laws of the state of New Jersey shall govern this Agreement without giving effect to conflict of laws principles. We agree that any dispute, claim, or disagreement between us shall be resolved exclusively by arbitration. Arbitration is a process in which persons with a dispute(s): (i) agree to submit their dispute(s) to a neutral third person (an “arbitrator”) for a decision; and (ii) waive their rights to file a lawsuit in court to resolve their dispute(s). Each party to the dispute(s) has an opportunity to present some evidence to the arbitrator. pre-arbitration discovery may be limited. Arbitration proceedings are private and less formal than court trials. The arbitrator will issue a final and binding decision resolving the dispute(s), which may be enforced as a court judgment. A court rarely overturns an arbitrator’s decision.
THEREFORE, YOU ACKNOWLEDGE AND AGREE AS FOLLOWS:
For purposes of this Arbitration Provision the words “dispute” and “disputes” are given the broadest possible meaning and include, without limitation (i) all claims, disputes, or controversies arising from or relating directly or indirectly to the signing of this Arbitration Provision, the validity and scope of this Arbitration Provision and any claim or attempt to set aside this Arbitration Provision; (ii) all federal or State law claims, disputes or controversies, arising from or relating directly or indirectly to this Agreement (including the Arbitration Provision), the information you gave us before entering into this Agreement, and/or any past agreement or agreements between you and us; (iii) all counterclaims, cross-claims and third-party claims; (iv) all common law claims, based upon contract, tort, fraud, or other intentional torts; (v) all claims based upon a violation of any state or federal statute or regulation; (vi) all claims asserted by us against you, including claims for money damages to collect any sum we claim you owe us; (vii) all claims asserted by you individually against us and/or any of our employees, agents, directors, officers, shareholders, managers, or affiliated entities (hereinafter collectively referred to as “related third parties”), including claims for money damages and/or equitable or injunctive relief; (viii) all claims asserted on your behalf by another person; and/or (ix) all claims asserted by you as a private attorney general, as a representative and member of a class of persons, or in any other representative capacity, against us and/or related third parties.
All disputes hereunder shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association in effect at the time of the dispute. The cost of the arbitration will be born equally by the parties. The arbitration award will be final and binding and may be enforced by any court in New Jersey jurisdiction.
Only disputes involving you and LMDmax may be addressed in the arbitration. This means that the arbitration may not address disputes involving other persons with disputes similar to the disputes between you and LMDmax.
The arbitrator shall have the authority to award any legal or equitable remedy or relief that a court could order or grant under this agreement. All statutes of limitations that apply to any dispute shall apply to any arbitration between us. The Arbitrator will issue a decision or award in writing, briefly stating the essential findings of fact and conclusions of law.
Binding Effect. This Arbitration Provision is binding upon and benefits you, your respective heirs, successors, and assigns. The Arbitration Provision is binding upon and benefits us, our successors and assigns, and related third parties. The Arbitration Provision continues in full force and effect, even if your obligations have been prepaid, paid, or discharged through bankruptcy. The Arbitration Provision survives any termination, amendment, expiration, or performance of any transaction between you and us and continues in full force and effect unless you and we otherwise agree in writing.
Severability. If any portion of this Arbitration Provision is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Provision, unless the provision precluding the arbitrator from conducting a class arbitration as set forth above is deemed invalid or unenforceable, in which case this entire Arbitration Provision shall be deemed void.
SECTION X: LIMITATION ON TIME TO FILE CLAIMS
Any cause of action or claim you may have arising out of or relating to these Terms of Use or the Website must be commenced within one (1) year after the cause of action occurs. Otherwise, such cause of action or claim is permanently barred.
SECTION XI: COPYRIGHT NOTICES
If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Website (and such description must be reasonably sufficient to enable Company to find the alleged infringing material);
- your address, telephone number and email address;
- a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Notice of claims of copyright infringement should be provided to Company’s Copyright Agent at support@lmdmax.com.
SECTION XII: TERMINATION
You agree that LMDmax, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if LMDmax believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. LMDmax may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Use may be affected without prior notice, and acknowledge and agree that LMDmax may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that LMDmax will not be liable to you or any third party for any termination of your access to the Service.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. You waive and hold harmless LMDmax and our affiliates, licensees, and service providers from any claims resulting from any action taken LMDmax during, or taken as a consequence of, investigation by either us or law enforcement authorities.
SECTION XIII: NOTICE FOR CALIFORNIA USERS
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
SECTION XIV: A2P 10DLC CONSENT OBLIGATIONS
LMDMax treats all messaging transmitted via the Platform as Application-to-Person (“A2P”) 10-digit long code (“10DLC”) messaging. All A2P 10DLC messages (each a “Message”) originating from LMDMax are subject to this Section XIV.
Prior to sending the first Message to any third-party from the Platform (the “Initial Message”), including to a driver of your organization, you must obtain written consent (“Consent”) from the intended message recipient (the “Recipient”) to communicate with them. The Initial Message must include the following language: “Reply STOP to unsubscribe,” or the equivalent using another standard opt-out keyword, such as UNSUBSCRIBE, CANCEL, END, and QUIT. Individuals must have the ability to revoke Consent at any time by replying with a standard opt-out keyword. If an individual opts out, you may deliver one final Message to confirm that the opt-out has been processed, but any subsequent Messages are not permitted. An individual must once again provide consent before you can send any additional Messages.
In addition to obtaining Consent from the Recipient, you must make clear to the Recipient they are agreeing to receive messages of the type you intend to transmit. In no event shall you transmit Messages that (i) contain any material that is prohibited by law or regulation in the jurisdiction where the Recipient resides, (ii) contain hate speech, harassment, exploitative, abusive, or any communications that originate from a hate group; (iii) are fraudulent or misleading, (iv) contain malicious content, such as malware or viruses, or (iv) contain content designed to intentionally evade applicable laws and regulations regarding obtaining necessary consent, including but not limited to the Telephone Consumer Protection Act (TCPA), Controlling the Assault of Non-Solicited Pornography And Marketing Act (CAN-SPAM), and any other applicable federal, state, or local laws or regulations.
You are hereby required to retain timestamped copies of the Consent, and you shall deliver said copies of Consent to LMDMax immediately upon request. You agree and acknowledge that LMDMax shall have no obligation to retrieve Consent from any person to whom you send a Message using our Platform. To the fullest extent permitted by applicable law, you shall indemnify, defend, and hold harmless LMDMax, its affiliates, and respective officers, directors, employees, agents, licensors, and service providers from and against all claims, losses, costs, damages, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with any violation of the A2P 10DLC Consent obligations by you or your agents, including but not limited to any unauthorized or unlawful use of Platform for A2P 10DLC messaging.
SECTION XV: QUESTIONS? CONCERNS? SUGGESTIONS?
Please contact us at support@lmdmax.com to report any violations of these Terms of Use or to pose any questions regarding this Terms of Use or the Service.
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