These software terms (“agreement”) are an agreement between Lanham Associates, Inc. and you. Please read these terms carefully.
Except as otherwise expressly specified, this agreement applies to all Lanham software solutions, which include On-Premises Licenses, Subscription Licenses, or Microsoft Cloud Apps. It also applies to any Lanham updates, enhancements, software-as-a-service, internet-based services, documentation and support services.
This agreement defines all license terms concerning the software.
By installing, having installed, subscribing to, or using the software, you accept this agreement (including any modifications made to it from time to time). If you do not accept this agreement, do not install, have installed, subscribe to, or use the software.
If an individual enters into this agreement on behalf of a legal entity, that individual represents that he or she has the authority to bind that entity to this agreement.
Notice Regarding Subscription Validation. Servers on which the software is installed periodically provide information to verify that the software is properly licensed and that the term has not expired. This information includes the customer subscription identifier, product name, license serial number, product version number, and date of last use.
Upon registering your Lanham subscription, you have the rights below for each license you acquire for the software.
Your software subscription may be a Microsoft Subscription or Microsoft Cloud App. It must be paid monthly to ensure access to the solution. Any Lanham software carrier per package charges cover the carrier software-as-a-service access, and must be paid for in full, even if the billing of such is presented after the subscription is terminated. Your normal carrier shipping charges are billed directly with the carrier through your specific account with that carrier.
If you fail to keep your subscription payments current, your customer representative as designated on your subscription registration will be contacted. You will be given 30 days to resolve the matter with us. At the end of the 30 days, Lanham is entitled to withhold access for non-payment and until past-due fees are paid in full. In the case of payment collections, you will reimburse Lanham for all costs of collection, including attorney’s fees.
Lanham must provide 30 days’ notice for termination of this contract. You may stop using your subscription at any time, however you will be responsible for payment of any subscription usage or Lanham software per package shipping charges accrued during the term of your contract by month.
If your subscription license expires or terminates, your right to use the software will stop immediately. If you continue using the software after that, you could be held liable for infringement of intellectual property rights, which could result in significant damages being assessed against you or other legal remedies.
As part of Extension Registration, you will have the opportunity to select the features that you want to use. Each feature has a cost associated with it.
Types of Feature Costs — Cost types are clearly displayed in the Software Registration:
Lanham Registration will communicate with your cloud instance of Lanham software occasionally to verify usage and the number of users accessing the Lanham and Business Central software. This information is reported back to Lanham Associates/Lanham Cloud Solutions for billing purposes.
Your rights to use the software may be revoked if you do not comply with the terms of this agreement.
You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance in defending the claim, and Lanham will reimburse you for reasonable out of pocket expenses that you incur in providing that assistance. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in the case of claims arising outside the United States, in which case “trade secret” will mean “undisclosed information” as described in Article 39.2 of the TRIPs agreement and “misappropriation” will mean intentionally unlawful use.
Our obligations will not apply to the extent that the claim or adverse final judgment is based on (i) your use of the software after Lanham notifies you to discontinue use due to such a claim; (ii) your combining the software with a non-Lanham product (hardware, software or service), data or business process including third party add-ons or programs; (iii) damages attributable to the value of the use of a non-Lanham product, data or business process; (iv) your altering or modifying the software, including any modifications by third parties; (v) your distribution of the software to, or its use for the benefit of, any third party; (vi) your use of Lanham trademark(s) without express written consent to do so; or (vii) for any trade secret claim, your acquiring a trade secret (a) through improper means; (b) under circumstances giving rise to a duty to maintain its secrecy or limit its use; or (c) from a person (other than Lanham or its affiliates) who owed to the party asserting the claim a duty to maintain the secrecy or limit the use of the trade secret. You will reimburse us for any costs or damages that result from these actions.
If Lanham receives information concerning an infringement or misappropriation claim related to the software, Lanham may, at its expense and without obligation to do so, either (i) procure for you the right to continue to run the software, or (ii) modify the software or replace it with a functional equivalent, to make it non-infringing, in which case you will stop running the software immediately. If, as a result of an infringement or misappropriation claim, your use of the software is enjoined by a court of competent jurisdiction, Lanham will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the amount paid in the past two monthly periods and terminate this license.
If any other type of third-party claim is brought against you regarding Lanham’s intellectual property, you must notify us promptly in writing. Lanham may, at its option, choose to treat these claims as being covered by this section. This Section provides your exclusive remedy for third party copyright, patent or trademark infringement and trade secret misappropriation claims.
This limitation applies to anything related to the: (i) software, (ii) services, (iii) content (including code) on any third-party Internet sites, or (iv) third-party materials; and claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, loss of data, damage to records or data, loss of goodwill, loss as a consequence of a business interruption or any other tort to the extent permitted by applicable law.
It also applies even if repair, replacement or a refund for the software does not fully compensate you for any losses; or Lanham knew or should have known about the possibility of the damages.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. They also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.
WARRANTY. If you follow the instructions, the service will perform substantially as described in the Lanham software registration materials. TO THE EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Lanham’s Software Subscription is offered “As is.”
The Lanham Associates Web site is comprised of various Web pages operated by Lanham Associates.
The Lanham Associates Web site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Lanham Associates Web site constitutes your agreement to all such terms, conditions, and notices.
Lanham Associates reserves the right to change the terms, conditions, and notices under which the Lanham Associates Web site is offered, including but not limited to the charges associated with the use of the Lanham Associates Web site.
The Lanham Associates Web site may contain links to other Web sites (“Linked Sites”). The Linked Sites are not under the control of Lanham Associates, and Lanham Associates is not responsible for the contents of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site.
Lanham Associates is not responsible for webcasting or any other form of transmission received from any Linked Site. Lanham Associates is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Lanham Associates of the site or any association with its operators.
As a condition of your use of the Lanham Associates Web site, you warrant to Lanham Associates that you will not use the Lanham Associates Web site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Lanham Associates Web site in any manner which could damage, disable, overburden, or impair the Lanham Associates Web site or interfere with any other party’s use and enjoyment of the Lanham Associates Web site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Lanham Associates Web sites.
The Lanham Associates Web site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
Lanham Associates has no obligation to monitor the Communication Services. However, Lanham Associates reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Lanham Associates reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Lanham Associates reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Lanham Associates’ sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Lanham Associates does not control or endorse the content, messages or information found in any Communication Service and, therefore, Lanham Associates specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Lanham Associates spokespersons, and their views do not necessarily reflect those of Lanham Associates.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
Lanham Associates does not claim ownership of the materials you provide to Lanham Associates (including feedback and suggestions) or post, upload, input or submit to any Lanham Associates Web site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Lanham Associates, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Lanham Associates is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Lanham Associates’ sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Lanham Associates WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Lanham Associates AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE LANHAM ASSOCIATES WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE LANHAM ASSOCIATES WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
LANHAM ASSOCIATES AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THELANHAM ASSOCIATES WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. LANHAM ASSOCIATES AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SERVICE CONTACT: LAAdmin@lanhamassoc.com
Lanham Associates reserves the right, in its sole discretion, to terminate your access to the Lanham Associates Web site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Georgia, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Fulton County, Georgia, U.S.A. in all disputes arising out of or relating to the use of the Lanham Associates Web site. Use of the Lanham Associates Web site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Lanham Associates as a result of this agreement or use of the Lanham Associates Web Site. Lanham Associates’ performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Lanham Associates’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Lanham Associates Web site or information provided to or gathered by Lanham Associates with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Lanham Associates with respect to the Lanham Associates Web site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Lanham Associates with respect to the Lanham Associates Web site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
All contents of the Lanham Associates Web site are: © . All rights reserved. Lanham Associates and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.