Terms Of Service – LP Slurp

LPSlurp SAAS Terms of Service

Effective Date: April 1st, 2019

BY USING VERTICODE’ INC. SERVICES AND THE LPSlurp WEBSITE, YOU CONSENT TO THE TERMS AND CONDITIONS OF THESE General Terms and Conditions. IF YOU DO NOT AGREE TO THESE General Terms and Conditions PLEASE DO NOT USE THE WEBSITE AND/OR SERVICES.

The LPSlurp Service (“LPSlurp” or the “Service”), owned and operated by Verticode, Inc. Verticode, Inc. is provided to you (“you” or “Client”) under the terms and conditions of this LPSlurp Agreement and any operating rules or policies (collectively, the “TOS”).

Verticode, Inc. hosts websites on the World Wide Web. The LPSlurp Service (“LPSlurp”) allows Clients to use the Service for the sole purpose of creating websites (“Landers”) and hosting the landers on the World Wide Web, in addition to providing a visual website builder and editor.

BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE “I ACCEPT” BUTTON, OR OTHERWISE UTILIZING THE SERVICE, YOU AGREE TO BE BOUND BY THE TOS. Nothing in this agreement obligates Verticode, Inc. or the Service to list, link to, accept or otherwise host any online Landers anywhere on a Verticode, Inc. server.

Clients OBLIGATIONS

Client acknowledges and agrees that it shall be responsible for all goods and services offered at Clients Landers, all materials used or displayed at the Landers, and all acts or omissions that occur at the Landers. For a full description of Clients obligations, see LPSlurp’s Terms of Service.

Verticode, Inc. reserves the right to refuse to host or continue to host any Landers that offers goods or services or uses or displays materials that are illegal, obscene, vulgar, offensive, dangerous or are otherwise inappropriate as determined by Verticode, Inc. in its sole discretion.

DMCA Notice. This site is an Internet “service provider” under the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (“DMCA”). As Required by the DMCA, this site maintains specific contact information provided below, including an e-mail address, for notifications of claimed infringement regarding materials posted to this site. All notices should be addressed to the contact person specified below (our agent for notice of claimed infringement):

Notification of Claimed Infringement:

VertiCode, Inc.

162 S Rancho Santa Fe Road, E70

Encinitas CA, 92024

PH: (619) 289-8320

Agent’s Name/Email Address: [email protected]

Warranty Disclaimers.

EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE SERVICES, CONTENT, AND/OR PRODUCTS ON THIS SITE ARE PROVIDED “AS-IS”, AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PRODUCTS, SERVICES, AND/OR CONTENT. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, THIS SITE AND ITS LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS SITE OR PRODUCTS, SERVICES AND/OR CONTENT ACQUIRED FROM THIS SITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS SITE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS PRODUCTS, SERVICES, AND/OR CONTENT: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE ITEMS OFFERED BY THIS SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Links to Third Party Websites.

We do not review or control third party websites that link to or from this site, and we are not responsible for their content, and do not represent that their content is accurate or appropriate. Your use of any third party site is on your own initiative and at your own risk, and may be subject to the other sites’ terms of use and privacy policy.

Participation In Promotions of Advertisers.

You may enter into correspondence with or participate in promotions of advertisers promoting their products, services or content on this site. Any such correspondence or participation, including the delivery of and the payment for products, services or content, are solely between you and each such advertiser.

Consumer Rights Information; California Civil Code Section 1789.3. If this site charges for services, products, content, or information, pricing information will be posted as part of the ordering process for this site. We maintain specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies in accordance with California Civil Code Section 1789.3.

All correspondence should be addressed to our agent for notice at the following address:

Notification of Consumer Rights Complaint or Pricing Inquiry:

VertiCode, Inc.

162 S Rancho Santa Fe Road, E70

Encinitas CA, 92024

Contact: [email protected]

PH: (619) 289-8320

PROPRIETARY RIGHTS

Software License. Verticode, Inc. hereby grants Client a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by Verticode, Inc. for the sole purpose of providing lander functionality to an hosted website. Client is not being granted any right to copy the Software or to use it on computers other than a server controlled by Verticode, Inc.. Client may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Client, on any server other than the servers controlled by Verticode, Inc. without Verticode, Inc.’s express written agreement. Client shall not attempt to gain unauthorized access to any servers controlled by Verticode, Inc..

Force Majeure.
We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

Privacy.
Please review this site’s Privacy Policy which also governs your visit to this site. Our Privacy Policy is always accessible on our site’s home page.

Client PRIVACY
Client shall receive a ClientID, login, and password from Verticode, Inc. to provide access to and use of the LPSlurp Service. Client is entirely responsible for any and all activities which occur under Clients account, login, and password. Client agrees to keep its login and password confidential, to allow no other person or company to use its account, and to notify Verticode, Inc. promptly if Client has any reason to believe that the security of its account has been compromised.

INDEMNITY

Client agrees to indemnify and hold harmless Verticode, Inc., and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Client’s conduct, Clients use of the Service, the goods or services offered at Clients Landers, any alleged violation of this agreement, or any alleged violation of any rights of another, including but not limited to Clients use of any content, trademarks, service marks, trade names or other intellectual property used in connection with Clients Landers. Verticode, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, which shall not excuse Client’s indemnity obligations.

DISCLAIMER OF WARRANTIES AND LIABILITIES

THE LPSlurp SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CLIENT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE LPSlurp SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. THE SECURITY MECHANISM INCORPORATED IN THE LPSlurp SERVICE HAS INHERENT LIMITATIONS AND CLIENT MUST DETERMINE THAT THE SERVICE ADEQUATELY MEETS ITS REQUIREMENTS.

Client ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

Verticode, Inc., AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF Verticode, Inc. IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM ClientS USE OR INABILITY TO USE THE LPSlurp SERVICE OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF LPSlurp SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

GENERAL

The TOS and the relationship between Client and Verticode, Inc. shall be governed by the laws of the state of California without regard to its conflict of law provisions. Client and Verticode, Inc. agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of California for the County of San Diego or the United States District Court for California. Verticode, Inc.’s failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of the TOS remain in full force and effect. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The section titles in the TOS are for convenience only and have no legal or contractual effect.

LPSlurp Client Service Agreement

1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT

The LPSlurp service (“LPSlurp” or the “Service”), owned and operated by Verticode, Inc. (Verticode, Inc.) is provided to you (“you” or “Client”) under the terms and conditions of this LPSlurp Client Service Agreement and any amendments thereto and any operating rules or policies (collectively, the “TOS” or “Agreement”). Verticode, Inc. reserves the right, in its sole discretion, to change, modify, add or remove all or part of the TOS at any time. Client will receive notice of such changes and/or modifications pursuant to Section 14 regarding notices.

1.1 By accepting the terms and conditions of the TOS, Client (a) represents and warrants that he or she is 18 years old or older; (b) agrees to provide true, accurate, current and complete information about Client as prompted by the Account Setup Information Form and all other configuration screens; and (c) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Client is untrue, inaccurate, not current or incomplete, Verticode, Inc. has the right to terminate Clients account and refuse any and all current or future use of the Service.

1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE “I ACCEPT” BUTTON, YOU AGREE TO BE BOUND BY THE TOS. Nothing in this agreement obligates Verticode, Inc. , link to, accept or otherwise host any online Landers anywhere on the Verticode, Inc. site. If these terms and conditions or any future changes are unacceptable to you, you may cancel your account pursuant to Section 7.1 regarding termination of service.

2.0 DESCRIPTION OF LPSlurp SERVICE

Verticode, Inc. hosts interactive services on the World Wide Web and provides Clients with access to its LPSlurp Server (“Service”) to facilitate the creation and maintenance of Landers for the sale of goods and services, or generate leads, data or Smart Phone App Installations.

3.0 Client’s OBLIGATIONS

3.1 Client acknowledges and agrees that it shall be responsible for all goods and services offered at Clients Landers, all materials used or displayed at the Landers, and all acts or omissions that occur at the Landers or in connection with Client’s account, login, or password. Certain Landerss may be subject to additional requirements.

3.1.1 Client agrees to display in the Landers Client’s contact information, including but not limited to Client’s company name, address, telephone number, fax number, e-mail address, and hours of appropriate contact time including time zone. Client also agrees to update such information to keep it true, accurate, current and complete.

3.1.2 Client represents and warrants that it has full power and authority under all relevant laws and regulations: to offer and sell the goods and services offered at the Landers, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Landers; to copy and display the materials used or displayed at the Landers; and, to provide for a method of payment (either credit card and/or check and delivery of goods or services as specified at the Landers.

3.1.3 Client represents and warrants that it will not engage in any activities: that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws; that defame, impersonate or invade the privacy of any third party or entity; that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and, that are in any way connected with the transmission of “junk mail” “spam” or the unsolicited mass distribution of e-mail, or with any unethical marketing practices.

3.2 Verticode, Inc. reserves the right to refuse to provide or continue to provide Service to any Client which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has substantially changed its Landers from the time it was accepted; (3) received a significant number of complaints for landers; (4) has become the subject of a government complaint or investigation; or (5) has violated or threatens to violate the letter or spirit of the TOS.

4.0 PROPRIETARY RIGHTS

4.1 Software License. Verticode, Inc. hereby grants Client a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by Verticode, Inc. for the sole purpose of creating and maintaining Landers on such server. Client is not being granted any right to copy the Software or to use it on computers other than a server controlled by Verticode, Inc.. Client may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Client, on any server other than the servers controlled by Verticode, Inc. without Verticode, Inc.s express written agreement. Client also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that Verticode, Inc. does not commit to support any particular browsing platform. Verticode, Inc. reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to Client. If any revision or modification to the Software materially changes Clients ability to conduct business, Clients sole remedy is to terminate the TOS pursuant to Section 7.1 regarding termination of service.

4.2 Verticode, Inc. Intellectual Property. Client acknowledges and agrees that content available from Verticode, Inc. or the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.

4.3 Client’s Property. Client agrees that by using the Service, Client grants Verticode, Inc., and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under Clients copyrights or other intellectual property rights, if any, in such material to use, distribute, display, reproduce, and create derivative works from such material in any and all media, for purposes of promoting Verticode, Inc. or LPSlurps generally or Clients Landers in particular. Client also grants Verticode, Inc. the right to maintain such content on Verticode, Inc.’s servers during the term of the TOS and to authorize the downloading and printing of such material, or any portion thereof, by endusers for their personal use.

4.4 Unauthorized Access. Client shall not attempt to gain unauthorized access to any servers controlled by Verticode, Inc..

5.0 FEES

5.1 Client shall pay Verticode, Inc. a monthly fee as set forth in the LPSlurp fee schedule available at http://www.LPSlurp.com and made a part hereof. All such fees are payable in U.S. dollars to Verticode, Inc. and shall be charged on the first day of each month to the credit card number given to Verticode, Inc. on the LPSlurp Billing form (located in the LPSlurp Configuration Menu.) Verticode, Inc. may also, upon 30 days prior notice to Client, alter its fee schedules and terms of the TOS. Overage Fee’s are generated by Vertocode Inc. and Client shall be charged to the credit card given to Verticode, Inc. on the LPSlurp Billing form (located in the LPSlurp Configuration Menu.) Overage Fee’s are invoiced on a 30 day basis and VertiCode reserves the right to suspend Account and software access until overage is paid.

6.0 TERMS

6.1 Term. The term of the TOS shall begin on the date Verticode, Inc. lists the Landers in the LPSlurp Listings and continue for 1 month. The term shall automatically renew for successive 1 month terms at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 6.2, below; provided, however, that to qualify for each renewal Client must at the time of renewal be in substantial compliance with the material terms and conditions of the TOS. Verticode, Inc. shall have the right, but not the obligation, to review any Landers for compliance with the TOS as part of the renewal process, or at any time.

6.2 Non-Renewal. Client may choose to discontinue service by emailing support at [email protected] Client will be billed for partial usage of the Service based upon the number of days in the month it had been used. Verticode, Inc., in its sole and absolute discretion, may give notice of nonrenewal with or without cause and without stating any reason therefor. This notice of nonrenewal must be given at least thirty (30) days prior to the end of the term then in effect and in the manner described in Section 14 regarding notice.

7.0 TERMINATION

7.1 Termination. Either party may terminate the TOS on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the TOS, and such breach or noncompliance is not cured within such thirty (30) day period. Verticode, Inc. reserves the right to immediately suspend any customer access to the Landers until such breach or noncompliance is cured.

7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, Verticode, Inc. may, but has no duty to, immediately terminate Client and remove it from Verticode, Inc. servers if Verticode, Inc. in its sole discretion concludes that Client is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of Verticode, Inc. or others. Any termination under this Section 7.2 shall take effect immediately and Client expressly agrees that it shall not have any opportunity to cure.

7.3 Waiver. Client expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.

7.4 Deletion of Information. Upon termination, Verticode, Inc. reserves the right to delete from its servers any and all information contained in Clients account, including but not limited to order data information, and any Web pages generated by the Software.

7.5 The provisions of Section 4 (Proprietary Rights), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement.

7.6 No refund for services will be issued under any circumstances. Verticode, Inc. charges for services in the rear and will collect a pro-rated portion of the monthly service fee if a Client chooses to terminate their service during the middle of a billing cycle. Overage Charges will be invoiced monthly and are non-refundable

8.0 Client PRIVACY

8.1 Client Information. Verticode, Inc. maintains information about Client and the Landers on Verticode, Inc. servers, including but not limited to Clients account registration information, Client’s address information, lander html and information created by portal, and impressions data (“Client Information”). Client agrees that Verticode, Inc. may use Client Information in aggregate form for marketing or other promotional purposes.

8.1.1 Client agrees that Verticode, Inc. may disclose Client Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the TOS; (d) to respond to claims that the Client or Landers is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Verticode, Inc., Verticode, Inc. Landers or others; provided, however, that nothing in this section shall impose a duty on Verticode, Inc. to make any such disclosures.

8.1.2 Client agrees that Verticode, Inc. may delete customer credit card information from Verticode, Inc. servers 14 days after Client retrieves such information, and may delete all other Client Information from Verticode, Inc. servers at the end of each calendar year.

8.2 Password. Client is entirely responsible for any and all activities which occur under Clients account, logins, and passwords. Client agrees to keep its logins and passwords confidential, to allow no other person or company to use its account, logins, or password other than the appropriate own of each login, and to notify Verticode, Inc. promptly if Client has any reason to believe that the security of its account has been compromised.

8.3 Technical Access. Client acknowledges and agrees that technical processing of Client Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. Client also acknowledges and agrees that Verticode, Inc. may access Client’s account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

9.0 MAINTENANCE AND SUPPORT

9.1 Client can obtain assistance with any technical difficulty that may arise in connection with Client’s utilization of the Software or Online Landers Services by requesting assistance by email to [email protected]. Verticode, Inc. reserves the right to establish limitations on the extent of such support, and the hours at which it is available.
9.2 Client is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Online Landers Services and Client shall be responsible for all charges related thereto.

10.0 INDEMNITY

Client agrees to indemnify and hold harmless Verticode, Inc., and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Clients conduct, Clients use of the Service, the goods or services offered at Clients Landers, any alleged violation of the TOS, or any alleged violation of any rights of another, including but not limited to Clients use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Clients Landers. Verticode, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, but doing so shall not excuse Clients indemnity obligations.

11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
THE SERVICE AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CLIENT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ONLINE LANDERS SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND CLIENTS MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. CLIENT ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. VERTICODE, INC., AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF VERTICODE, INC. IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM ClientS USE OR INABILITY TO USE THE ONLINE LANDERS SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE ONLINE LANDERS SERVICES OR THE SOFTWARE. VERTICODE, INC.S LIABILITY TO Client SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY Client TO VERTICODE, INC. OVER THE COURSE OF THE EXISTING TERM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

12.0 NO RESALE OR ASSIGNMENT OF SERVICE

Client agrees not to resell or assign or otherwise transfer its rights or obligations under the TOS without the express written authorization of Verticode, Inc..

13.0 FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure in performance under the TOS resulting directly or indirectly from acts of nature or causes beyond its reasonable control.

14.0 NOTICES

Any notices or communications under the TOS shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Verticode, Inc., such notices shall be addressed to [email protected] or 162 S Rancho Santa Fe Road, E70, Encinitas CA 92024 USA. If to Client, such notices shall be addressed to the electronic or mailing address specified when Client opens an account with Verticode, Inc. Landers, or such other address as either party may give the other by notice as provided above.

15.0 ENTIRE AGREEMENT

The TOS constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.

16.0 GENERAL

The TOS and the relationship between Client and Verticode, Inc. shall be governed by the laws of the state of California without regard to its conflict of law provisions. Client and Verticode, Inc. agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of California for the County of San Diego or the United States District Court of California. Verticode, Inc.s failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of the TOS remain in full force and effect. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

17.0 ENTERPRISE INPORT PAGE PLAN CONDITIONS
We reserve the right to deny this service for any reason that may or may not include non-compliant pages or pages that we are unable to import. This service is limited and we reserve the right to limit this service.

18.0 EARLY ACCESS TO BETA FEATURES

This is offered as a bonus to our customers and there is no guarantee on the functionality of these features, and implementation.

19.0 EARLY ADAPTER BONUS
We are offering a custom landing page upload service to all of our members who purchase LPSlurp Before July 15th 2019. We cannot guarantee we can import your page, and we cannot guarantee your page will be uploaded in any time range. We will work with you however if we deem that you are abusing this service we reserve the right to suspend service for any reason.

You will be grandfathered into our current pricing if you signup before August 15th 2017. If you stop paying and your account is not in good standing, you will not be able to signup again and at the granfathered pricing.