Download PDF (Terms and Conditions)
This Left Foot Software terms and conditions ("Agreement") is a legal document that sets forth the agreement between you ("User") and Left Foot Software ("Licensor") for use of the Left Foot Software Software and Services. You should read this agreement carefully before accepting its terms.
YOU SHOULD READ THIS AGREEMENT CAREFULLY. BY CLICKING THE "AGREE" BUTTON AND/OR BY USING Left Foot Software, YOU ARE STATING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THAT YOU AGREE TO BE BOUND BY THE TERMS NOW IN EFFECT AND AS UPDATED BY LICENSOR FROM TIME TO TIME.
1. Right to Use and Access SaaS Applications
Licensor grants User a limited, non-transferable, non-exclusive, revocable right for the term of this Agreement to use and access the SaaS Applications solely in connection with User’s business and to upload data and information ("User Content") in connection with such use. Provided, however, that User is in compliance with payment and other obligations under this Agreement. User may not rent or sublease the SaaS Applications to third-parties.
Users given access to Left Foot Software by Licensor or a Left Foot Software User with rights to administer access are considered Users per this agreement. Users accessing Left Foot Software within a Business Unit have access to Left Foot Software at the parent Users discretion.
2. Fees and Payment Terms
Licensor agrees to provide User with a subscription to use and access the SaaS Applications with a monthly charge. Licensor and User agree that Licensor may separately bill one or more third parties. Licensor’s fees are available on Licensor’s Web site with additional details at http://www.leftfootsoftware.com/pricing-info.html. Licensor reserves the right to change its fees and will post any fee changes on its Web site at least thirty (30) days prior to their taking effect.
User will be billed monthly for usage one month in advance. Any payment not received within thirty (30) days of the invoice date will accrue interest at a rate of one and one-half percent (1 ½ %) per month, or the highest rate allowed by applicable law, whichever is lower. If User is delinquent in its payments, Licensor may, upon e-mail or other notice to User, terminate User’s rights to use and access the SaaS Applications.
3. Availability of SaaS Applications
Subject to the terms and conditions of this Agreement, Licensor agrees to use commercially reasonable efforts to provide the SaaS Applications for twenty-four (24) hours a day, seven (7) days a week. User agrees that from time to time SaaS Applications may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades ("Scheduled Downtime"); network or service malfunctions; and causes beyond the control of Licensor or which are not reasonably foreseeable by Licensor.
4. Service Level
In the event that Licensor discovers or is notified by User of the existence of non-Scheduled Downtime, Licensor will take such actions as it considers to be reasonably necessary to determine the source of the problem. If the source of the problem is outside of the control of Licensor, then Licensor will use commercially reasonable efforts to notify the party/parties responsible and cooperate with the party/parties to resolve such problem as soon as possible.
5. Storage and Security
Licensor shall operate and maintain the Service system as described below ("Service System") in good working order with access restricted to qualified employees and affiliates of, and contractors designated by, Licensor. Licensor shall undertake and perform commercially reasonable measures designed to protect the security, confidentiality, and integrity of User’s data and other information stored on the Service System, including firewall protection and maintenance of independent archival and backup copies of information provided by you ("User Content").
6. Service Credits
If Downtime is: (a) due to a problem within the control of Licensor, (b) non-Scheduled Downtime; (c) lasts for a period of at least sixty (60) consecutive minutes; (d) is not resolved within two (2) hours of determining its source; and (e) exceeds eight (8) hours in any calendar month, then User, upon written request to Licensor shall be entitled to a pro rata reduction in fees for such Downtime ("Service Credit").
7. Warranty and Liability Limitations
a. Warranty Limitations. THE SAAS APPLICATIONS ARE PROVIDED ON AN “AS IS” BASIS, AND USER’S USE OF THE SAAS APPLICATIONS ARE AT ITS OWN RISK. LICENSOR WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THE SAAS APPLICATIONS.
b. Liability Limitation. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSOR’S SOLE AND EXCLUSIVE LIABILITY TO USER UNDER THIS AGREEMENT AND ANY AMENDMENT TO THIS AGREEMENT IS LIMITED TO THE SERVICE CREDITS DESCRIBED ABOVE.
8. Proprietary Rights
Exclusive of User Content, Licensor retains all right, title, and interest (including copyright and other proprietary or intellectual property rights) in and to the SaaS Applications, all legally protectable elements, and derivative works. Licensor may place copyright and/or proprietary notices, including hypertext links, within the Subscribed Applications.
9. Terms and Conditions
User agrees that Licensor has the right to modify and change the terms and conditions of this Agreement from time to time at its sole discretion. In the event that Licensor elects to do so, Licensor will provide User with thirty (30) days notice (by e-mail or other means) of the changes and modification and will post the revised version of its Agreement on its Web site.
10. Termination
a. Termination for Cause. Licensor may terminate this Agreement if User breaches a material term or condition and fails to cure such breach within thirty (30) days of e-mail or other written notice, except in the case of failure to pay fees, whether billed directly or to a third party, which must be cured within five (5) days.
b. Effect of Termination. Upon the effective date of termination of this Agreement or any subscription schedule, Licensor will cease providing the SaaS Applications, User will cease using the Services, and all payment obligations of User provided through the effective date of termination will immediately become due.
11. Refund Policy
Setup fees are non-refundable. If Licensor terminates an account for cause, there will be no refund.
12. Cancellation Policy
The administrator may cancel service at any time. User data will remain available for (30) days after cancellation of service.
13. Indemnification
User agrees to indemnify, defend, and hold Licensor harmless from and against any and all costs, liabilities, losses and expenses, (including but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, suit, action or proceeding (each, an “Action”) brought by any third party against Licensor alleging that Licensor is liable for any action or content of User, including, but not limited to, User Content.
14. General
a. Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
b. Assignment. User may not assign any of its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so shall be deemed void and/or a material breach of this Agreement.
c. Applicable Law and Jurisdiction. This Agreement shall be governed in all respects by the laws of California except for its conflict of laws provisions. All disputes arising out of or related to this Agreement shall be resolved in the state or federal courts of competent jurisdiction located in California.
www.leftfootsoftware.com
4000 Long Beach Blvd
Suite 115
Long Beach, CA 90807
mail@leftfootsoftware.com