Terms of Service

Last updated: 1 January 2010

Welcome to the Web site of Lexity, a service of Palaran, Inc., a Delaware corporation ("Lexity", “Palaran,” “we,” or “us”). Your use of this Web site (the “Site”) and the services made available on the Site, including the Lexity Service (collectively, the “Services”) is subject to these Terms of Use (these “Terms”). By using any of our Services, you agree to be bound by, and use our Services in compliance with, these Terms of Use. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE OUR SERVICES.

We may make changes to these Terms from time to time. When we do, we will revise the “last updated” date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published to our Services will constitute your acceptance of such revised Terms.

License to Use our Services

Subject to these Terms, we grant to you a limited, personal, non-exclusive, non-transferable license to use our Services for your personal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms.

Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties.

Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services.

Access to our Services

We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers).

We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services.

We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.

Restrictions

You must comply with all applicable laws when using our Services. Except as may be expressly permitted by applicable law, or as Lexity may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content; (iii) rent, lease, or sublicense your access to our Services to another person; (iv) use any Services or Service Content for any purpose except for your own personal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Services; (vi) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.

Privacy Policy

We may collect registration and other information about you through our Services. Our collection and use of this information is governed by our Privacy Policy, available at http://lexity.com/terms#privacy.

Linking to our Services

If you link to our Services, you are permitted to link only to the home page at http://lexity.com/, except as contemplated by the nature of the particular Service. Unless a particular part of the Services (such as a send-to-friend feature) contemplates it, any deep linking to internal parts of our Services, framing of our Services within or as part of any third-party services, or any other manner of incorporating parts of our Services as part of another Web site or service, is not permitted without our prior written consent.

Restricted Areas of the Services

Certain parts of our Services, including account management features, may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.

User Postings to our Services

You may have the opportunity to post information and content to our Services. You agree that we are free to use any comments, information, ideas, concepts, methods, techniques, content, and any other material in any post or submission that you may make to our Services (each, a “Submission”), without further compensation, acknowledgement, or payment, for any purpose whatsoever including, without limitation, modifying or improving the Services.

Furthermore, by making any Submission on the Services, you grant us a perpetual, non-exclusive, fully paid, royalty-free, irrevocable, sublicensable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of the Submission in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

BY POSTING OR PROVIDING ANY SUBMISSION, YOU REPRESENT AND WARRANT THAT PUBLIC POSTING AND USE OF YOUR SUBMISSION BY US WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY.

Links and Third Party Content

Our Services may display, or contain links to, third party products, services, and Web sites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Services, or which is accessible through or may be located using our Services (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.

We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.

Use Policies

You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services.

You will not use our Services to: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software 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; (viii) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) “stalk” or otherwise harass another; or (xi) collect or store personal data about other users.

Trademarks

"Lexity", “Palaran,” the Lexity and Palaran logos, and any other product or service name or slogan displayed on our Services are trademarks of Lexity and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Lexity or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing "Lexity", “Palaran” or any other name, trademark or product or service name of Lexity without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Lexity and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.

Feedback

We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.

Disclaimer of Warranties

YOUR USE OF THE SERVICES AND THE SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE SERVICE CONTENT EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES AND SERVICE CONTENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You will indemnify and hold us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability caused by your use of the Services and Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Services or Service Content.

Release and Waiver

To the maximum extent permitted by applicable law, you hereby release, and waive all claims against us, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Services and Services Content. If you are a California resident, you waive your rights under California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.

Legal Notices

Enforcement of these Terms will be governed by the laws of the State of California, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Service Content will lie in the state and federal courts located in Santa Clara County, within the State of California, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

Contacting Us

If you have any questions, comments, or concerns about this privacy policy, please contact us using the following contact information:

Lexity

280 Hope St
Mountain View, CA 94041
contact@lexity.com

You may also reach us via our contact form.

Last updated: 1 January 2010

Welcome to the Web site of Lexity, a service of Palaran, Inc., a Delaware corporation ("Lexity", "Palaran," "we," or "us"). This privacy policy describes our collection of information from users of our Web site at http://lexity.com/ (the "Site") and the various services we provide on the Site (the “Services”), as well as our use and disclosure of that information. By using our Site or our Services, you consent to the collection and use of information in accordance with this policy.

Personal Information

“Personal information,” as used in this policy, is information that specifically identifies a person, such as a person’s name, address, telephone number, or e-mail address. Personal information also includes information about a person’s activities, such as information about his or her activity on our Site or our Services, and demographic information, such as date of birth, gender, geographic area, and preferences, when any of this information is linked to personal information that identifies that person.

Personal information does not include "aggregate" or other non-personally identifiable information. Aggregate information is information that we collect about a group or category of products, services, or users that is not personally identifiable or from which individual identities are removed. We may use and disclose aggregate information, and other non-personally identifiable information, for various purposes.

Collection of Information

Passive Information Collection

When you visit the Site or use our Services, some information is automatically collected, such as your computer’s IP address, browser type, system type, the content and pages that you access on the Site or Service, “referring URL” (i.e., the page from which you navigated to the Site), the pages from which you navigate to and from the Site or Service, and the time you spend on the Site or the Service.

We collect this information passively using technologies such as standard server logs, cookies, and clear GIFs (also known as “Web beacons”). We use passively-collected information to administer, operate, and improve our Site, our Services, and our other services and systems, and to provide services and content that are tailored to you. If we link or associate any information gathered through passive means with personal information, we treat the combined information as personal information under this policy. Otherwise, we use information collected by passive means in non-personally identifiable form only.

Also, please be aware that third parties may set cookies on your hard drive or use other means of passively collecting information about your use of their services or content. We do not have access to, or control over, these third-party means of passive data collection.

Collection of Voluntarily Provided Information

We may offer various ways for you to provide personal information to us voluntarily on our Site or our Services. For example, we offer online account registration and account access, and we collect credit card information in order to bill for our services. We also collect personal information when you request information about our services, request help or support, or otherwise communicate with us using contact forms or other methods for contacting us on our Site or our Services. We may collect personal information such as name, e-mail address, address, other demographic information, and interests and preferences in these manners.

Information from Other Sources

We may receive information about you, including personal information, from third parties, and may combine this information with other information we maintain about you. If we do so, this policy governs any combined information that we maintain in personally identifiable format.

Use of Personal Information

We use personal information to provide services and information that you request; to enhance, improve, operate, and maintain the Site, our Services, and our other systems and resources; to bill for our services and collect amounts owed to us; to prevent fraudulent use of our Site and our Services; to tailor your user experience; to maintain a record of our dealings with you, and for other administrative purposes.

We may also use personal information you provide to contact you regarding our products, services, and offers that we believe you may find of interest. Additionally, with your opt-in consent, we may send you offers and promotions regarding third-party products and services. We allow you to opt-out from receiving marketing communications from us as described in the “Choice” section below.

Disclosure of Information

We are not in the business of selling personal information about our users to third parties. We may disclose information about our users, including personal information, to third-party service providers (e.g., data storage and processing providers), that assist us in our work. We limit the personal information provided to these service providers to that which is reasonably necessary for them to perform their work for us.

We may also disclose information about our users, including personal information, if we believe that doing so is legally required or is in our interest to protect our property or other legal rights (including, but not limited to, enforcement of our agreements), or the rights or property of others.

As described below in the “Personal Information Available to Third Parties” section, personal information that you post or transmit to publicly-accessible areas of the Site or our Services, or to third-party services (each, a “Submission”) may be available to third parties.

In addition, information about our users, including personal information, may be disclosed as part of any merger, acquisition, debt financing, sale of company assets, or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership, in which personal information could be transferred to third parties as one of our business assets.

Personal Information Available to Third Parties

Some features on the Site may allow you to post or submit personal information that is made available to other users of the Site and our Services, and to third-party services. If you post or submit information using these features, any personal information that you include with the post or submission will be made available to other users of our Site and our Services, as well as to any users of third-party services to which the post or submission is directed. You include personal information in any posts or submissions using such features at your sole risk. We may allow you to select privacy options that limit access to some types of personal information that you post or submit using such features, but no security measures are impenetrable or perfect. Additionally, even in the event that information posted using such features may be removed, caching and archiving services may have saved that information, and other users or third parties may have copied or stored the information. We cannot warrant or guarantee that any personal information that you provide on and in connection with any such features will not be accessed, viewed, or used by unauthorized persons.

Choice

If you receive marketing or promotional communications from us, you may unsubscribe at any time by following the instructions contained within the message that we send. You may also opt-out from receiving marketing or promotional communications from us by sending us an email or by writing to us at the address given at the end of this policy.

Additionally, if you do not wish to be notified regarding our products and services, you may opt-out from such communications by sending us an email or by writing to us at the address given at the end of this policy. Even if you opt-out from marketing and promotional communications, you may still receive messages regarding any accounts you maintain with us, and regarding important updates to our Site or our Services.

Links

For your convenience, our Site and our Services may contain links to other Web sites, products, or services that we do not own or operate. If you choose to visit or use any third-party products or services, please be aware that this policy will not apply to your activities or any information you disclose while using third-party products or services or otherwise interacting with third parties.

Children

Children’s safety is important to us, and we encourage parents and guardians to take an active interest in the online activities of their children. We do not knowingly collect personal information from children under the age of 13 without obtaining parental consent.

International Visitors

Our Site is hosted in the United States and is generally intended for United States visitors. If you visit from other regions with laws governing data collection and use that may differ from U.S. law, please be aware that you are transferring personal information to the United States. The United States does not have the same data protection laws as some other regions. By providing personal information to us, you consent to the transfer of it to the United States and the use of it in accordance with this policy.

Security

We use reasonable security measures that are designed to protect information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Please note, however, that no data security measures can be guaranteed to be completely effective. Consequently, we cannot ensure or warrant the security of any personal information or other information. You transmit personal information to us at your own risk.

Updates to this Policy

We may occasionally update this policy. When we do, we will also revise the “last updated” date at the beginning of the policy. Your continued use of this Site after such changes will be subject to the then-current policy. We encourage you to periodically review this policy to stay informed about how we collect, use, and disclose personal information.

Contacting Us

If you have any questions, comments, or concerns about this privacy policy, please contact us using the following contact information:

Lexity

280 Hope St
Mountain View, CA 94041
contact@lexity.com

You may also reach us via our contact form.

Last updated: November 22, 2011

We provide services subject to the terms of this Services Agreement (this “Agreement”). By registering to become a customer of our Services (as defined below), you agree to be bound by this Agreement, whether you or your principal are acting on your behalf or on behalf of a third party. If you are acting on behalf of a third party, you represent and warrant that you have authority to accept this Agreement on such third party’s behalf and that such third party has agreed to be subject to and to abide by this Agreement. You further agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use or receipt of the Services will be subject to and will abide by this Agreement.

The terms "Customer," "you," "your," and "yours" refer to you, the customer using the Services. The terms "Lexity", "Palaran," "we," "us," and "our" refer to Lexity, a service of Palaran, Inc. We may periodically make changes to this Services Agreement and you may view the most current version at http://lexity.com/terms#service It is your responsibility to review the most recent version of our Agreement frequently and remain informed about any changes to it.

1. APPOINTMENT

   Subject to the terms and conditions of this Agreement, you hereby appoint Lexity, and Lexity hereby agrees to provide marketing services to you, in connection with the development and execution of advertising and promotional programs for you or your products or services (the “Customer Products”).

2. SERVICES

   1. Generally

      Subject to the terms and conditions of this Agreement, we will provide marketing and promotional services, using methods and forms of media as chosen by us in our sole discretion, in order to promote and advertise the Customer Products (the “Services”).

   2. Terms of Use.

      All access and use by Customer of the Services on Lexity’s Web site at http://lexity.com/ is subject to Lexity’s Terms of Use, available at http://lexity.com/terms#terms . In the event of any conflict between the Terms of Use and this Agreement, this Agreement will govern, but solely to the extent of the conflict.

   3. No Guarantees.

      We will use commercially reasonable efforts to select and to implement advertising and promotional methods that we believe will be effective. You acknowledge, however, that we make no guarantees regarding the success of the Services, or of any particular method or campaign. We will not be liable to you for the failure of any third party, including but not limited to media or suppliers, to fulfill their commitments to us. You acknowledge that some advertising and promotional methods may require the approval of media outlets or other third parties. We make no guarantee that any particular advertising or promotional method will be used for Customer.

   4. Authorization.

      You hereby grant us the authority to track the behavior of, and otherwise to collect information regarding, users of the Customer Products, including, without limitation, by placing (or permitting others to place) pixel tags and other objects of us and of third parties in advertisements and other content that we may cause or permit to be displayed on the Customer Products, and by placing (or permitting others to place) cookies on the browsers of users of the Customer Products. You acknowledge and agree that we may and others may use the information described in the preceding sentence to provide the Services to you, and may also use and disclose such information for other purposes (e.g., improving our products and services) in accordance with our privacy policies and, in the case of third parties, their own privacy policies, if any.

3. FEES AND PAYMENT

   1. General Information Regarding Fees.

      The fees charged by Lexity for the Services are provided at the rates set forth at http://lexity.com/. These fees might include, for example, one or more of a ”Setup Fee”, a ”Monthly Fee”, and an ”Ad Budget.”. The fees applicable to a given month during your subscription to the Services is referred to herein as the “Total Monthly Spend.” If you sign up to purchase Services through one of our resellers, the reseller will bill you upon sign-up, and on a monthly basis thereafter, for the full amount of the Total Monthly Spend. If you purchase Services directly from Lexity, the payment terms in Section 3.2 will apply.

   2. Payment by Credit Card

      1. On the Service Order Form, you must supply credit card billing information. Upon sign-up and on a monthly basis thereafter during the term of this Agreement, you hereby authorize us (or our agent) to automatically bill the identified credit card each month for the full amount of the Total Monthly Spend. All fees and charges under this Agreement are non-refundable.
      2. All credit card information that you provide to us must be accurate, complete, and current, and you must be authorized to use the identified credit card. If the identified credit card is refused or expired when we bill the credit card, we may, in our sole discretion, immediately suspend the Services or terminate this Agreement. You must notify us about any billing problems or discrepancies within 90 days after they first appear on your credit card account statement. If you do not bring them to our attention within 90 days, you waive your right to dispute such problems or discrepancies. You are solely responsible for any and all fees charged to the identified credit card by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds, and over the credit limit fees. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due.
      3. Taxes

         Other than federal and state net income taxes imposed on Lexity by the United States, Customer will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from this Agreement or otherwise relating to the Services performed for Customer. Customer will pay any additional taxes as are necessary to ensure that the net amounts received by Lexity after all such taxes are paid are equal to the amounts which Lexity would have been entitled to in accordance with this Agreement as if the taxes did not exist.

   3. General Payment Terms

      Without limiting any other rights or remedies available to us, any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. Other than federal and state net income taxes imposed on us by the United States, you will bear all taxes, duties, and other governmental charges relating to your use and receipt of the Services.

4. TERM AND TERMINATION

   1. Term

      This Agreement will commence upon the date you register for the Services and, subject to the terms of this Agreement, will continue thereafter until terminated by you or by us.

   2. Termination by Customer

      You many terminate this Agreement at any time using the Web interface. Pre-paid amounts, including but not limited to prepayments of the “Total Monthly Spend,” will not be returned..

   3. Termination by Lexity

      We may terminate your right to receive the Services, or terminate this Agreement, at any time for any reason by providing you with notice in any reasonable manner, including via email. If we terminate this Agreement for our convenience, we will refund to you any unused, prepaid fees that have been charged to your credit card.

   4. Post-Termination Obligations; Termination as Exclusive Remedy

      If this Agreement is terminated for any reason, (a) any and all liabilities accrued prior to the effective date of the termination will survive; and (b) we will have no obligation to provide the Services. Termination of this Agreement is your sole right and remedy with respect to any dispute with us regarding the Services or this Agreement.

5. OWNERSHIP AND PROPRIETARY RIGHTS

   1. Customer Materials

      You may have the opportunity to provide us with logos, graphics, designs, specifications, or other information or materials (collectively, “Customer Materials”). You may be required to provide certain Customer Materials in a format that we or a third party may specify from time to time. You hereby grant to us a nonexclusive license to use, reproduce, modify, and distribute the Customer Materials solely to provide the Services. The license may be exercised on behalf of us by third parties acting on our behalf (e.g., distribution partners, media outlets, and independent contractors).

   2. Lexity Materials

      Subject to Customer’s pre-existing rights in and to Customer Materials provided to Lexity, Lexity shall own and retain all right, title, and interest (including, without limitation, all intellectual property rights) in and to all information, data, software, tools, and other content, materials, processes, and inventions of Lexity, whether or not conceived, created, or developed by Lexity in the performance of, or otherwise in connection with, the Services (“Lexity Materials”), whether or not any such Lexity Materials are delivered to Customer.

   3. Reservation of Rights

      You will not have any rights in or to the Services or Lexity Materials except as expressly granted in this Agreement. Lexity reserves to itself all rights to the Services and Lexity Materials not expressly granted to you in accordance with this Agreement.

6. REPRESENTATIONS AND WARRANTIES

   1. Mutual Representations and Warranties.

      Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

   2. Representations and Warranties of Customer.

      Customer represents and warrants that: (a) the Customer Materials do not, and will not contain any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, otherwise violate any law, or infringe or violate the privacy, publicity, intellectual property or proprietary, or other rights of any third party; and (b) Customer has and will have all necessary right and authority to promote and advertise, and to allow Lexity to promote and advertise, the Customer Products; and (c) no characteristic of the Customer Products or Customer Materials will cause Lexity’s use and promotion thereof in accordance with this Agreement to violate any applicable law or regulation or give rise to any civil liability; and (d) Customer and the Customer Products will comply with all laws and regulations in connection with the Services and the Customer Products, including without limitation all laws and regulations governing the use, collection, and disclosure of information from and about users of the Customer Products.

7. DISCLAIMER OF WARRANTIES.

   YOUR USE OF THE SERVICES AND SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICE AND SERVICE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Lexity EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR THE SERVICE CONTENT, AND YOU RELY ON THE SERVICES AND THE SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Lexity OR OTHERWISE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

8. INDEMNIFICATION

   1. General Indemnification by Lexity

      Lexity will indemnify, defend, and hold harmless you and your directors, officers, employees, and agents (the “Customer Indemnitees”) from and against any and all actual or threatened third party suits, actions, legal or administrative proceedings and other claims, and associated demands, damages, liabilities, losses, costs, fees, penalties, fines, and expenses (including without limitation attorneys’ fees and expenses, and costs of investigation, litigation, settlement, and judgment) (collectively, “Claims”), incurred by you arising out of or based upon (i) the breach of any of Lexity’s representations or warranties contained in this Agreement; and (ii) any allegation that the Service Content is false, deceptive, misleading, unsubstantiated, infringes or misappropriates any third party’s intellectual property rights or other rights, or violates applicable law; provided, however, that Lexity will have no obligation to indemnify, defend, or hold harmless any Customer Indemnitee for any Claims that result from, or otherwise would not have occurred but for, any Customer Materials or any act or omission of any Customer Indemnitee.

   2. General Indemnification by Customer

      Customer will defend and hold harmless Lexity, its directors, officers, employees, and agents from and against any and all Claims arising out of or based upon (i) the breach of any of your representations, warranties, or covenants contained in this Agreement; and (ii) any allegation that any Company Content is false, deceptive, misleading, unsubstantiated, violates applicable law, or infringes or misappropriates any third party’s intellectual property rights or other rights.

   3. Exclusions from Obligations

      Lexity will have no obligation under this Section 8 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) any Customer Materials or any act or omission of any Customer Indemnitee; (b) any use of Services or Service Content in combination with other products or services; (c) the Services or Service Content being provided to comply with designs, requirements, or specifications required by or provided by Customer; (d) use or modification of the Services or Service Content by Customer for purposes not intended or outside the scope of any right or license granted to Customer; or (e) any modification of the Services or Service Content not made or authorized in writing by Lexity.

9. LIMITATIONS OF LIABILITY

   1. Disclaimer of Indirect Damages.

      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, Lexity WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF Lexity IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

   2. Cap on Liability

      UNDER NO CIRCUMSTANCES WILL Lexity’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO Lexity DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).

   3. Independent Allocations of Risk

      EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY Lexity TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

10. CONFIDENTIALITY

    1. Definition

       “Confidential Information” means any trade secrets or other information of a party, whether of a technical, business, or other nature (including, without limitation, information relating to a party’s technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during the term of this Agreement and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party.

    2. Restricted Use and Nondisclosure

       During and after the term of this Agreement, each party will: (a) use the other party’s Confidential Information solely for the purpose for which it is provided; (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 10; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

    3. Required Disclosure

       If either party is required by law to disclose the Confidential Information or the terms of this Agreement, the disclosing party must give prompt written notice of such requirement before such disclosure and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.

    4. Return of Materials

       Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information that they may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.

    5. Residuals.

       Lexity will have the right to use and exploit Residuals for any purpose after the return of your Confidential Information. "Residuals" means ideas, information, and understandings retained in the unaided memory of Lexity’s employees because of their review, evaluation, and use of your Confidential Information after its return to you. You agree that nothing in this Agreement prohibits us from providing similar services to a third party, except to the extent that, in doing so, we breach our obligations of confidentiality under this Agreement.

11. GENERAL

    1. Relationship

       This Agreement will not be interpreted or construed as (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting either party from otherwise dealing with any third party.

    2. No Third-Party Beneficiaries

       The provisions of this Agreement are for the benefit of the parties and not for any other person or entity.

    3. Assignability

       You may not assign any of your rights or obligations under this Agreement without the prior written consent of Lexity (not to be unreasonably withheld or delayed). Any such attempted assignment will be void and of no force or effect. We may assign our rights and obligations under this Agreement without restriction. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

    4. Force Majeure

       Neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond that party's reasonable control (including, without limitation, any act or failure to act by the other party).

    5. Governing Law

       This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby consents irrevocably to the exclusive jurisdiction and venue of the federal, state, and local courts in Santa Clara County, California, in connection with any action arising out of or in connection with this Agreement.

    6. Updates

       Lexity may update the terms of its Services Agreement from time to time. Lexity may suspend your continued access to and use of the Services if you do not agree to the then-current Services Agreement.

    7. Waiver

       Either party’s waiver of any breach of any provision of this Agreement does not waive any other breach. Either party’s failure to insist on strict performance of any covenant or obligation in this Agreement will not be a waiver of such party’s right to demand strict compliance in the future.

    8. Severability.

       If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.

    9. Entire Agreement.

       This Agreement, including all terms and policies referenced in this Agreement, constitute the final and complete expression of the agreement between you and us regarding their subject matter. This Agreement supersedes, and its terms govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No employee, agent, or other representative of Lexity has any authority to bind Lexity with respect to any representation, warranty, or other expression unless it is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the provisions of this Agreement.

Contacting Us

If you have any questions, comments, or concerns about this service agreement, please contact us using the following contact information:

Lexity

280 Hope St
Mountain View, CA 94041
contact@lexity.com

You may also reach us via our contact form.