Agreement Between User and Lanham Associates

Software and Service Terms

These software subscription 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 includes the media on which you received it, if any. It also applies to any Lanham updates, supplements, internet-based services, 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.

  1. OVERVIEW.
    1. Software Subscription. The software may include:
      • server software;
      • client software that can be installed on devices and/or used with the server software;
      • any updates or supplements for the software.
      • Third party internet services.
    2. Licensing. The software is licensed or registered based on:
      • the software that you install in an on-premises database or on a hosted basis;
      • the number of your users that access the software; and
      • the software features that you register.
    3. License Model. The software is licensed under a subscription License / Registration Model. Under this model, you have subscribed to the software on a per user and feature (module) basis (in some cases including a per package shipment fee) for a limited period.

      Your software subscription must be paid monthly to ensure access to the subscription, and any Lanham software carrier per package charges 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.

      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.

  2. DEFINITIONS.
    1. “affiliate” means any legal entity that directly or indirectly owns, is directly or indirectly owned by, or that is directly or indirectly under common ownership with a party to this agreement.
    2. “subscription software” means the software offered in a hosted environment and paid for monthly.
    3. “Lanham software per package shipping charges” means the shipping software usage fees, billed per packaged shipped. It does not include carrier shipping charges.
    4. “device” means a single personal computer, workstation, terminal, handheld computer, mobile phone, personal digital assistant, or other electronic device.
    5.  “ownership” means more than 50% ownership.
    6. “partner” means the entity that has signed a channel partner agreement with Lanham authorizing it to market and distribute the software.
    7. “SAL” means subscriber access license.
    8. “you” means the legal entity that has agreed to this agreement, your affiliates, and each of your, and your affiliates’, employees, contractors, agents and suppliers.
  3. REGISTRATION OF SOFTWARE.
    1. Extension Software. You or your Lanham partner must activate the software by registering it via Lanham Registration. Registration grants you the right to install and run the software selected.
    2. Feature Selection. 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.
    3. Types of Feature Costs. Cost types are clearly displayed in the Software Registration:
      • Amount Per Month
      • Percent of Monthly Amount Per User up to 20 users.
      • Shipping Carriers do not have a Monthly Software Cost, however the use of the software is charged as a Price Per Package shipped.
      • All shipping charged by the Package Carriers are agreed to and paid by you to the individual carrier.
  4. Subscription Validation. The Software will from time to time perform a validation check of the software. During or after a validation check, the server may send information about the software, the computer and the results of the validation check to Lanham. This information includes customer subscription identifier, product name, registration serial number, product version number, number of carrier shipments, and the date of last use. Lanham will use this information only to verify registration compliance or for billing purposes. By using the software, you consent to the transmission of this information.
  5. Complex Software. The software is complex computer software. Its performance will vary depending on your hardware platform, software interactions, the configuration of the software and other factors. The software is neither fault tolerant nor free from errors, conflicts or interruptions.
  6. Third Party Notices. The software may include third party material (i.e., code or documentation) that Lanham registers to you under this agreement. Notices, if any, for the third-party material, are included for your information only.
  7. Additional Functionality. You may elect to register and subscribe to additional software features to obtain additional functionality. In this case, the additional functionality and the associated pricing will be described to you in the registration process. If you elect to register the additional functionality, it will be billed monthly, by daily usage of the feature, by the appropriate number of users, and a charge for packages shipped, if applicable.
  8. Internet-Based Services. Lanham may provide Internet-based services with the software.

    Certain features in the software may connect to Lanham or third-party service provider computer systems over the Internet. These services include, but are not limited to package carrier shipments, online training, and online assistance. For more information about these features, see the software documentation. By using these features, you consent to the transmission of this information.

  9. Use of Information. Lanham may use the device information and error reports to improve our software and services.
  10. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
  11. SCOPE OF LICENSE / REGISTRATION. The software is registered, not sold. This agreement only gives you rights to use the software subscription. Lanham reserves all other rights. Unless applicable law or a separate written contract with Lanham gives you more rights despite this limitation, you may use the software subscription only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may only use the software for your internal business purposes. You may not:
    1. work around any technical limitations in the software;
    2. reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
    3. circumvent the validation functions of the software;
    4. publish the software for others to copy;
    5. rent, lease or lend the software; or
    6. use the software for commercial software hosting services.

    Your rights to use the software may be revoked if you do not comply with the terms of this agreement.

  12. TERMINATION. This contract may be terminated with 30 days’ notice. You may stop using the software at any time, and will be responsible for payment of usage based on feature costs, number of users, and packages shipped.
  13. BACKUP COPY. You may make multiple copies of the software for backup, development and testing purposes, so long as such copies are not used in production and the development or testing is for your internal business purpose only. Your backup copies may be hosted by a third party on your behalf.
  14. REGISTRATION TRANSFER. You may not transfer the software subscription without Lanham’s prior written consent. There may be additional charges for transferring the software to an affiliate or third party.
  15. CONFIDENTIALITY. The service is confidential to Lanham. You will use a reasonable degree of care to prevent its disclosure to third parties.
  16. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes. You will use at least a reasonable degree of care to prevent its disclosure to third parties.
  17. DOWNGRADE. You have no rights to use earlier versions of the software under this license and Lanham is not obligated to supply earlier versions to you.
  18. EXPORT RESTRICTIONS. The software subscription is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use.
  19. APPLICABLE LAW. Governing Laws. When you acquire Lanham software, a United States corporation located in Georgia, Georgia state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. Any potential legal issues will be subject to review and resolution in a court in the State of Georgia, USA.
  20. Attorneys’ Fees and Costs. If you or Lanham file a lawsuit, bring an action or otherwise pursue a claim against the other in connection with or arising out of this agreement or the software, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses (including any appeal).
  21. DEFENSE OF INFRINGEMENT AND MISAPPROPRIATION CLAIMS. Lanham will defend you against any claims made by an unaffiliated third party that the software infringes its patent, copyright or trademark or misappropriates its trade secret, and will pay the amount of any resulting adverse final judgment (or settlement to which Lanham consents).

    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.

  22. LIMITATION ON AND EXCLUSION OF DAMAGES. You can recover from Lanham and its suppliers only direct damages up to the amount you paid for the software in the preceding two months except for claims covered by Section 21. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages.

    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.

  23. ENTIRE AGREEMENT. This agreement (including the warranty), and the terms for supplements, updates, Internet-based services and support services that you use are the entire agreement for the software subscription and support services.
  24. AUTHORITY. You possess the full power and authority to enter into this Agreement for your company and to fulfill its obligations. By using this Software Service you agree to the terms and conditions.

LIMITED WARRANTY

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.”



Web Site Terms

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.

Modification of These Terms of Use

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.

Links to Third Party Sites

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.

No Unlawful or Prohibited Use

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.

Use of Communication Services

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:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
  • Violate any applicable laws or regulations.

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.

Materials Provided to Lanham Associates or Posted at Any Lanham Associates Web Site

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.

Liability Disclaimer

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.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LANHAM ASSOCIATESAND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE LANHAM ASSOCIATES WEB SITE, WITH THE DELAY OR INABILITY TO USE THELANHAM ASSOCIATES WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THELANHAM ASSOCIATES WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE LANHAM ASSOCIATES WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LANHAM ASSOCIATES OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE LANHAM ASSOCIATES WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE LANHAM ASSOCIATES WEB SITE.

SERVICE CONTACT: LAAdmin@lanhamassoc.com

Termination/Access Restriction

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.

Copyright and Trademark Notices

All contents of the Lanham Associates Web site are: © . All rights reserved. Lanham Associates and/or its suppliers. All rights reserved.

Trademarks

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.

Notices and Procedure for Making Claims of Copyright Infringement

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.