SUBSCRIPTION AGREEMENT FOR LUCIDWORKS CLOUD SEARCH SERVICE
By choosing the “I Accept” option at the bottom of this Agreement, You are agreeing to the terms and conditions of this Agreement, effective on the date that You accept (the “Effective Date”). If You are entering into this Agreement on behalf of a company or other legal entity, You represent that you have the authority to bind such entity to this Agreement. If You do not have such authority, or if You do not agree with the terms and conditions, You must not accept this Agreement and may not use the Service.
INTRODUCTION. This LucidWorks Cloud™ Subscription Agreement (the “Agreement”) contains the terms and conditions that governs Your use of the LucidWorks Cloud search service or “LucidWorks Search” that You may obtain through the Website, including the results of the service. In this Agreement, the words
“Authorized Representative” is used to refer to any legal or natural person whom You have authorized to use the Service;
“Lucid”, “We,” “Us,” and “Our” are used to refer to LucidWorks, Inc., a Delaware corporation with its principal place of business at 3800 Bridge Parkway, Suite 101, Redwood City, CA 94065;
"Order Form" is used to refer to the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us or through the Microsoft Windows Azure Store from time to time. Order Forms will be deemed incorporated herein by reference;
“Service” is used to refer to the online, web-based “LucidWorks Search” and LucidWorks Cloud search service available at the Website;
"User Guide" is used to refer to the online user guide for the Service, accessible on the Website, as updated from time to time. You acknowledge that You have had the opportunity to review the User Guide;
“Website” is used to refer to http://www.lucidworks.com and its subdomains, subsites and subpages and any successor site(s) that We may designate upon notice to You, or the Microsoft Windows Azure Store website;
“You”, “Your” and “Yourself” are used to refer to the natural person or legal entity that has executed this Agreement; and
“Your Data” is used to refer to all electronic data, images, sounds, text, information and queries submitted by You or Your Authorized Representatives to the Service.
SUBSCRIPTION AND FEES. You and Your Authorized Representatives agree to subscribe to the Service and to abide by this Agreement, including any policies, procedures and FAQs related to the Service that We may post on the Website or the Microsoft Windows Azure Store from time to time. Unless You purchased through the Microsoft Windows Azure Store, You agree to pay the applicable annual subscription fee based on Your organization type as set forth in the fee schedule posted on the Website.
SCOPE OF USE. For the duration of this Agreement and subject to the terms and conditions of this Agreement, You and Your Authorized Representatives are authorized to access the published interface(s) of the Service to (i) submit content to the Service in the form of a database, XML file, web site or other form to be indexed by the Service for search, (ii) submit queries to the Service, (iii) receive query results from the Service and (iv) administer the Service, including monitoring and receiving reports, as is further described in the User Guide. Use of the Service is limited to the maximum number of documents and the maximum storage space specified in the Order Form.
We agree to: (i) make the Service available to You pursuant to this Agreement and the relevant Order Forms during a subscription term, (ii) provide to You basic support for the Service at no additional charge, and/or upgraded support if ordered separately, and (iii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime, of which We will inform You at least 8 hours in advance, and which We will schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays. We have no responsibility with respect to the Microsoft Windows Azure Store.
YOU AND YOUR AUTHORIZED REPRESENTATIVES’ OBLIGATIONS
You agree to (i) be responsible for Your Authorized Representatives’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Us promptly of any such unauthorized access or use, and (iv) use the Service only in accordance with the User Guide and applicable laws and government regulations. You expressly warrant and represent that You have the legal right to collect, access, index, reproduce, transfer, display and perform Your Data as contemplated by this Agreement. You shall not (a) make the Service available to anyone other than You and Your Authorized Representatives, (b) sell, resell, rent or lease the Service, or create a substitute or similar service through use of or access to any of the Service or proprietary information related thereto, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Service to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”), (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, or (f) attempt to gain unauthorized access to the Service or their related systems or networks.
The Service or the Microsoft Windows Azure Store may be subject to other limitations, such as, for example, limits on file size, the format of Your Data or the queries that are submitted. Any such limitations are specified in the User Guide. The Service may provide information to enable You to monitor Your compliance with such limitations. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. You are responsible for providing all hardware and software required to perform Your obligations under this Agreement.
You must specify a password for to limit access to the Service via the Website or the Microsoft Windows Azure Store. We recommend that You change this password regularly. You may change the password within the administrator function of the Service. You are responsible for keeping the passwords confidential. We are entitled to act on instructions or files received under Your password(s). If You believe that Your password(s) may have been lost or stolen, please e-mail a Customer Service Representative at: email@example.com.
You will maintain complete, accurate and up-to-date billing and contact information via the administrator function of the Service at all times.
PAYMENT (Not applicable to purchases through the Microsoft Windows Azure Store)
Fees. You will pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the size of subscription purchased cannot be decreased during the relevant subscription term stated on the Order Form. Subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for additional subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
Invoicing and Payment. You will provide Us with valid and updated credit card information, or (if applicable) with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges will be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.
Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment). If any amount owing by You to Us under this or any other agreement is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend access to the Service until such amounts are paid in full.
Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount will be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.
CONFIDENTIALITY AND SECURITY
“Confidential Information” means any and all information disclosed by one party (the “discloser”) to the other (the “recipient”), which is marked “confidential” or “proprietary” or which should reasonably be understood by the recipient to be confidential or proprietary, including, but not limited to, the terms and conditions of this Agreement, the Service, and any information that relates to business plans, marketing, markets, customers, suppliers, employees, contractors, finances, research, development, product plans, inventions, processes, designs, drawings, engineering, formulae, services, products, software, hardware, computer programs, algorithms and test files of the discloser.
The recipient agrees that it will not use or disclose any Confidential Information received from the discloser other than as expressly permitted under this Agreement or as expressly authorized in writing by the discloser. The recipient will use the same degree of care to protect the discloser’s Confidential Information as the recipient uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. The recipient will not disclose the discloser’s Confidential Information to any person or entity other than the recipient’s officers, principals, employees and subcontractors who need access to such Confidential Information in order to effect the intent of the Agreement and who are bound by confidentiality terms no less restrictive than those in the Agreement.
Exceptions. The restrictions set forth in this section will not apply to any Confidential Information that the recipient can demonstrate (a) was known to it prior to its disclosure by the discloser; (b) is or becomes publicly known through no wrongful act of the recipient; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the recipient; (e) has been approved for release by the discloser’s prior written authorization; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice thereof, to the extent practicable, to enable the discloser to seek a protective order or otherwise prevent such disclosure.
Injunctive Relief. Each recipient agrees that a breach of this section may cause irreparable damage which money cannot satisfactorily remedy and therefore, each recipient agrees that in addition to any other remedies available at law or hereunder, the discloser will be entitled to seek injunctive relief for any threatened or actual disclosure by the recipient.
Use of Information. Notwithstanding any other provision in this Agreement, We may use information provided by You: (i) to develop and administer Our business relationship with You, Your Authorized Representative(s), the entity(ies) that You or they represent, or Our business partners generally (subject to any confidentiality obligations that may exist); (ii) to contact You to provide a product or service, a callback, or specific marketing materials, or to respond to service or technical problems; (iii) to share information with others involved in fulfillment, for instance, other parts of Lucid, financial institutions, shipping companies, postal or government authorities (for example, customs authorities); (iv) to contact You to conduct customer satisfaction surveys or for market research purposes; (v) to provide certain registration and statistical information such as usage or traffic patterns in aggregate form to third parties, provided that such information does not include Your identity or personally identifying information and (vi) for marketing purposes by Us and/or selected third parties, provided that before We use Your information for marketing purposes We will offer You the opportunity to choose whether or not to have Your information used in this way.
Directory. We may maintain a directory of subscribers on the Website. You or Your Authorized Representatives hereby consent to being listed in this directory. We reserve the right to remove or alter such directory listing(s) without Your consent if We determine that the action is necessary to preserve the directory’s accuracy.
Suggestions, Ideas and Feedback. We will have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You, Your Authorized Representatives and any other legal entity or natural person relating to the Service.
TERM AND RENEWAL. This Agreement commences on the Effective Date and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. Subscriptions commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. If applicable, the per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.
TERMINATION. You may terminate this Agreement at any time during a subscription term upon 30 days written notice to Us. We may terminate this Agreement for cause at any time during a subscription term upon 30 days written notice to You of Your material breach if such breach remains uncured at the expiration of such 30 day period. Upon any termination by You, if applicable, We will refund to You any prepaid fees covering the remainder of the subscription term after the effective date of termination. Not applicable to purchases through the Microsoft Windows Azure Store. Upon any termination by Us as a result of your breach, You will pay any unpaid fees covering the remainder of the subscription term after the effective date of termination. In no event will any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
CHANGES. We may change the legal terms and conditions of this Agreement at any time. You will be given 30 days’ notice of any such changes, unless an immediate change is necessary to maintain the security of the Service or is required by law. Prior to the effective date of such changes, You will be required to review and accept a revised version of this Agreement in order to continue your subscription.
CONTENT. All postings, messages, text, files, data, and other materials posted on, transmitted through, or linked from the Website or the Service or the Microsoft Windows Azure Store (collectively, “Content”) are the sole responsibility of the person or entity from whom such content originated. Lucid does not control, nor is Lucid responsible for any Content. You understand You may be exposed to Content that is inaccurate, misleading, or otherwise objectionable and that You will not attempt to hold Lucid responsible. The Content may not be appropriate, or legal to use under the laws of any particular jurisdiction. The Website, Service or Content may contain links to other websites. Lucid makes no representation or warranty of the information contained in any such website(s). You expressly agree that You must evaluate and bear all risks associated with the use of any Content and that You may not rely on said Content. Under no circumstances will Lucid be held liable in any way for any Content or for any loss or damages of any kind incurred as a result of the use of any Content. You acknowledge that Lucid does not pre-screen or approve any Content, and that Lucid retains the right (but not the obligation) in its sole discretion and without prior notice, to refuse, delete, or move any Content, for violating this Agreement or for any other reason. Lucid has the right, but not the obligation, to correct any errors or omission in any Content, as it may determine in its sole discretion and further reserves the right, in their sole discretion, to delete or remove any Content from the site, for any reason, without prior notice or liability.
CONDUCT. To the extent that You are able to post or otherwise submit Content, You agree that: (a) You are solely responsible for all Content that You post or otherwise submit via the Service; and (b) You will not post Content that:
is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening;
contains 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 or other contaminating or destructive features;
is false, misleading, deceitful, or contains misinformation;
that disrupts the normal flow of dialogue with an excessive number of messages to the Service, or that otherwise negatively affects the ability of other users to use the Service; or
violates the rights of others, such as Content that infringes any copyright, trademark, patent, trade secret or any other intellectual property right.
LIMITATIONS ON WARRANTIES AND LIABILITIES. LUCID PROVIDES THE WEBSITE, SERVICE AND CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALL USE OF THE WEBSITE, SERVICE OR CONTENT IS AT YOUR OWN RISK. LUCID DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS, STATUTORY AND IMPLIED, INCLUDING, BUT WITHOUT LIMITATION (1) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, (2) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, (3) WARRANTIES THAT USE OR ACCESS TO THE WEBSITE, SERVICE OR CONTENT WILL BE UNINTERUPTED OR ERROR-FREE, AND (4) WARRANTIES PERTAINING TO SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE TO THE FULLEST EXTENT PERMITTED BY LAW. LUCID MAY CHANGE THE WEBSITE, SERVICE OR CONTENT OR THE FEATURES THEREOF IN ANY WAY, AND AT ANY TIME, FOR ANY REASON.
UNDER NO CIRCUMSTANCES SHALL LUCID BE LIABLE FOR DIRECT, INDIRECT, CONSQUENTIAL, INCIDENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, BASED ON OR RESULTING FROM, ANY USE OF THE WEBSITE, SERVICE OR CONTENT INCLUDING, WITHOUT LIMITATION, DAMAGES FROM LOSS OF USE, DATA, OR PROFITS, MISUSE OF THE WEBSITE, SERVICE OR CONTENT, DELAY OR INABILITY TO USE THE WEBSITE, SERVICE, OR CONTENT, OR INTERRUPTION, INCOMPLETION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THE WEBSITE, SERVICE, OR CONTENT, OR FOR INCORRECT RESULTS OF THE WEBSITE, SERVICE, OR CONTENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LUCID HAS BEEN ADVISED OF THE POSSIBLITY OF DAMAGES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER INFORMATION, FILES, DATA, CONTENT OR LINKS POSTED ON OR RECEIVED THROUGH THE WEBSITE OR SERVICE, ANY LINKS ON THE WEBSITE, SERVICE OR CONTENT OR ADVICE RECEIVED THROUGH OR IN CONNECTION WITH THE WEBSITE, SERVICE OR CONTENT. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL LUCID BE RESPONSIBLE FOR ANY AMOUNT IN EXCESS FOR THE AMOUNT PAID BY YOU OR YOUR REPRESENTATIVE(S) FOR USE OF THE WEBSITE, SERVICE OR CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONS ON LIABILITY. IN THOSE JURISDICTIONS, SOME OF THE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
THE SERVICE IS NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND LUCID WILL HAVE NO LIABILITY OF ANY NATURE AS A RESUL
INDEMNITY. You agree to indemnify, defend, and hold us, Our directors, officers, employees and agents harmless from all loss, liability, claims, demands, judgments, and expenses, including, without limitation, Our attorneys’ fees, arising out of, or in any way connected with, Your or Your Authorized Representative(s)’ use of the Website, Service, Your Data or Content, including without limitation any claim that the collection, access, indexing, reproduction, transmission, display, or performance of Your Data infringes the rights of a third party or any law, regulation or directive. You provide Us with this indemnification without regard to whether Our claim for indemnification is due to the use of the Website, Service, Your Data or Content by You, Your Authorized Representatives or any individual or entity.
PROPRIETARY RIGHTS AND RESTRICTIONS ON USE. The Website, Service, Content and any necessary software used in connection with the Website or Service contain proprietary and confidential information that is protected to the maximum extent by applicable intellectual property and other laws. You acknowledge that the structure, organization and code that underlie the Website and Service are the valuable trade secrets of Lucid and the software is protected by copyright law, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in country in which it is being used. YOU EXPRESSLY AGREE NOT TO MODIFY, ADAPT, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN THE WEBSITE, SERVICE OR SOFTWARE. ANY INFORMATION SUPPLIED BY LUCID OR OBTAINED BY YOU FROM THE WEBSITE OR SERVICE, MAY ONLY BE USED BY YOU FOR THE PURPOSE(S) DESCRIBED HEREIN AND MAY NOT BE ACCESSED BY, OR DISCLOSED TO, ANY THIRD PARTY OR USED TO CREATE OR PROVIDE ANY OFFERING OR SERVICE, WHETHER OR NOT IT IS SIMILAR TO OR COMPETITIVE WITH THE WEBSITE, SERVICE, CONTENT OR SOFTWARE, INCLUDING WITHOUT LIMITATION PROCESSING THIRD PARTY DATA FILES AS A CONSULTANT, SERVICE PROVIDER OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE NOT TO EXTRACT, SEPARATE OUT, REPRODUCE, USE (EXCEPT FOR THE PURPOSES OF THIS AGREEMENT), SELL, RESELL, DISTRIBUTE, PERFORM, DISPLAY, CREATE DERIVATIVE WORKS OF, MERGE WITH, CREATE INTERNET LINKS TO, “FRAME” OR “MIRROR”, DISABLE ANY ACCESS CONTROLS OF, OR OTHERWISE EXPLOIT THE WEBSITE, SERVICE, CONTENT OR SOFTWARE, AND AGREE TO ABIDE BY ANY AND ALL COPYRIGHT, TRADE SECRET, PATENT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR OTHER LAWS. EXCEPT AS EXPRESSLY STATED HEREIN, THIS AGREEMENT DOES NOT GRANT YOU ANY INTELLECTUAL PROPERTY RIGHTS AND ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY LUCID. The software underlying the Service contains some components subject to open source software, shareware, or similar licensing or distribution models; MOST NOTABLY the Apache License, Version 2.0 (“Open Source Components”). Lucid disclaims any and all warranties, representations and conditions with respect to all Open Source Components.
ASSIGNMENT. We may assign this Agreement without notice to You, and We may assign Our obligations under this Agreement to independent contractors or other third parties without notice to You. In no event may You assign this Agreement or Your rights and obligations under this Agreement.
INDEPENDENT CONTRACTORS. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf. There are no third party beneficiaries to this Agreement.
Government USERS. The Service and any other items covered under this Agreement are comprised of “commercial items” as that term is defined at 48 C.F.R. 2.101; consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users may use the Service and any other software and documentation covered under this Agreement with only those rights set forth in this Agreement.
EXPORT COMPLIANCE. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit anybody to access or use Service in violation of any U.S. or foreign export embargo, prohibition or restriction.
NOTICE. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing by certified mail, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be sent to the system administrator designated by You at the address reflected in Our then current records. You may provide Us with any such notice or other communication by U.S. Mail to LucidWorks Cloud Notices, 3800 Bridge Parkway, Suite 101, Redwood City, CA 94065.
ENTIRE AGREEMENT; GOVERNING LAW; MISCELLANEOUS. This Agreement, and any modifications that We may make to it from time to time, make up the entire agreement between You and Us concerning the Service. If a court holds any provision of this Agreement unenforceable, the remaining provisions of the Agreement will remain enforceable. This Agreement will be deemed to have been made in, and will be construed to the laws of the State of California and the United States without regard to conflicts of law provisions and without regard to the United Nations Convention on the International Sale of Goods the application of which is expressly disclaimed. Venue for any action will be in San Mateo County, California, USA. You and Lucid agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred. No such action may be brought more than one year after the party filling the action has knowledge of the claim underlying such action provided, however, that this limitation will not affect the filing of counter or cross claims in such action. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
Please keep a copy of this Agreement for Your records.
Last updated on February 6, 2013