Terms and Conditions

LIGHTSTANCE
TERMS OF USE AND USER ACCESS AGREEMENT

General Terms

The term and conditions set forth below (the “Terms”) govern your use of this Site.  These terms are a legal contract between you and LightStance, LLC (“LightStance”, “we”, “us” or “our”) and govern your access to, and use of, the LightStance website located at www.lightstance.com together with all related web pages, mobile applications, and social media pages and accounts (collectively the “Site”).  The Site includes without limitation (a) services offered through lightstance.com and other on-line services accessible via the Site (“Services”); and (b) information such as product, programs, pricing, marketing, and other valuable information and content such as data, text, photograph, graphics, images, messages or other materials (“Content”).  By placing an order through the Site or using the Site in any other manner, you agree to follow and be bound by the Terms and that you are at least 18 years of age.

If you do not agree to these Terms then you are prohibited from using this Site.

Modification of Terms and Additional Terms

LightStance may, at its sole discretion, make changes to the Content Terms.  You should regularly review these Terms.  Any changes or modifications will be effective upon posting, and your use of the Site following the posting will constitute your acceptance of these Terms and any additional or modified Terms.

There is no service-level agreement with the Site.  You acknowledge and agree that the Site may not be available from time to time due to maintenance or service or network disruptions, and by your use of the Site you agree to hold harmless LightStance for any such service interruptions.

Registration, Usernames, Passwords and Security

In order to access the Site or Services, you will be required to register specific information with LightStance in order to receive a username and password.  You agree to use the Site only for the purposes that are permitted by (i) your or your company’s agreement with LightStance, (ii) these Terms, and (iii) any applicable law or regulation related to the Site.

Any username or password for this Site provided to you, or chosen by you, are for your personal use, and may not be used by anyone else (including other employees or agents of your company).  You and your company are entirely responsible for maintaining the confidentiality of your username and password and you agree to take security measures sufficient to prevent unauthorized disclosure or use of your user name and password assigned to you as a user of this Site.  Furthermore, you and your company are entirely responsible for all activities that occur on this Site using your name and password, whether or not the activities or the use of your password was authorized by you or your company.  You or your company must notify LightStance immediately of any known or suspected unauthorized use of your username or password or any other breach of security.

Updating User Information

You or your company must notify LightStance promptly if any of the information that you provided as part of any registration process (the “User Information”) changes, or if you or your company becomes aware that any of the User Information is inaccurate or incomplete.  If you cease to be an employee or authorized agent of your company, or cease to be authorized by your company to use this Site, then your company must promptly notify LightStance, and you are no longer authorized to use this Site.

LightStance Intellectual Property Rights and Ownership

LightStance provides Content and Services through the Site which are provided to you for you on the Site by LightStance and are the proprietary, copyrighted, trademarked and/or proprietary work of LightStance.  You acknowledge and agree that LightStance owns all title and interest to the Site and the Content, including any intellectual property rights that subsist in the Site (whether those rights happen to be registered or not) and protected by United States and international copyright, trademark and other laws.  Except as stated in these Terms, no content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form by any means, without the prior written consent of LightStance.

During your permitted use of the Site, LightStance grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Material of this Site solely for your use as provided in an applicable LightStance agreement.  Except for the license set forth in the preceding sentence, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content in any manner.  This limited license terminates automatically, without notice to you, if you breach any of these Terms or if we terminate your use of this Site for any reason.  Expect as stated herein, you acknowledge that you have no right, title or interest in or to this Site or any Content or LightStance proprietary information.  In addition, you agree that any content you post or provide to this Site shall immediately confer on LightStance a perpetual, irrevocable, fully paid license to use such content, and you waive all claims against LightStance and its agents for infringement or any form of royalties or compensation based on its use of such content.

Software Updates

LightStance may offer proprietary software in conjunction with the Site, and it is possible that such software may automatically update from time to time.  These updates are designed to improve, enhance and further develop the Site and may take the form of bug fixes, enhanced functions, new software modules and completely new Services.

Privacy Statement

LightStance considers protecting your personal data to be important, and has developed a Privacy Policy describing LightStance’s personal data collection and use and practices, which is incorporated by reference as if set forth in its entirety herein.  Please refer to our Privacy Policy for detailed information.

Submissions

Subject only to provisions outlined in our Privacy Policy, any comments or materials submitted to LightStance through the Site, including without limitation, feedback data, comments, suggestions or the like regarding the Content or Materials (“Feedback”) shall be deemed to be non-confidential.  LightStance shall be free to use, with no compensation to you, any ideas, concepts, know-how, techniques or methodologies contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products and/or services incorporating such Feedback.

Policies and Enforcement

LightStance has the right, but not the obligation, to monitor any activity and content associated with forums and interactive areas on the Site. LightStance may access at any time and use internally for any lawful purpose information stored in its systems and may disclose such information to any third party including law enforcement agencies to protect its rights and property in response to legal process, or in a good faith belief that such disclosure is justified or required in an emergency situation. We may investigate any reported violation of our policies or complaints and take any appropriate action we deem appropriate, including without limitation, issue a warning, suspend or terminate your access and use of the Site, Services and/or Content at any time.

You agree not to access the Site except through the visual user interfaces authorized by LightStance or through our authorized accessibility alternatives. You further agree not to use the Site for any commercial uses other than as permitted by LightStance’s prior written approval. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “crawlers,” or “offline readers (other than screen readers and similar devices designed to assist visually impaired persons) that accesses the Site.

Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, LIGHTSTANCE IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF OR RELIANCE ON ANY CONTENT OR THIRD PARTY CONTENT CONTAINED IN OR INFORMATION SUBMITTED TO THE SITE, OR SERVICES OBTAINED THROUGH THE SITE, AND THE RISK OF DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. THE SITE, ALL CONTENT, AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF A THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. YOU AGREE THAT LIGHTSTANCE SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF THE SERVICES PROVIDED AT OR THROUGH THE SITE) ARISING OUT OF USE OR INABILITY TO USE OF THE SITE, SERVICES OR ANY CONTENT, ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED AT THE SITE, OR SERVICES OBTAINED THROUGH THE SITE, EVEN IF LIGHTSTANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, LIGHTSTANCE’S TOTAL LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ASSOCIATED WITH ANY CLAIM ARISING FROM THE SITE FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO THE COST OF ACCESSING THE SITE, IF ANY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS, THEY MAY NOT APPLY TO YOU, AND YOU MAY HAVE CERTAIN ADDITIONAL RIGHTS

Indemnity

You agree to defend, indemnify and hold LightStance and its respective employees, officers, members, agents and assigns harmless form any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Site, Services or Content.

Consent to email Communication

When you visit the Site or send an email to us, you are communicating with us electronically. You consent to receive communications from us (including our vendors) electronically and agree that we (including our vendors) may communicate with you by email or by posting notices on the Site.

Applicable Law

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without resort to any conflict of law principles. Regardless of where you access the Site, you agree that any action at law or in equity arising out of or relating to these Terms or the Site shall be filed and adjudicated only in the federal or state courts located in Lucas County, Ohio, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such courts over any suit, action or proceedings arising out of these Terms or use of the Site.

Notices for California Residents

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by telephone at (800) 952-5210.

Any California residents under the age of eighteen (18) who have registered to use the Service, and who have posted content or information on the Service, can request that such information be removed from the Service by contacting us at the e-mail or address set forth in the “Contact Us” section below making such a request, stating that they personally posted such content or information and detailing where the content or information is posted. We will make reasonable good faith efforts to remove the post from prospective public view or anonymize it so the minor cannot be individually identified. This removal process cannot ensure complete or comprehensive removal. For instance, third-parties may have republished the post and archived copies of it may be stored by search engines and others that we do not control.

Hyperlinks

You may provide hyperlinks to the Site from your own website as long as you do not use any LightStance trademarks, and do not hyperlink to the Site by any means that gives visitors to your own website the impression that you are hyperlinking to pages that are within your own website, or that LightStance endorses your website, sponsors your website, or is in any way affiliated with your website. You shall not attribute a hyperlink on your website to the Site and then hyperlink somewhere else. You may not “frame” any portion of the Site or present any portion of the Site as belonging to you or any third party.

LightStance makes no claim or representation regarding, and accepts no responsibility or liability for, the quality, content, nature or reliability of websites accessible by hyperlink from the Site, or websites linking to the Site. Furthermore, these links do not imply endorsement by or affiliation with any third party or any third-party website, products or services provided by any third party.

Third Party Content

Certain content from third parties (“Third Party Content”) may be made available as part of the Site or through links from the Site. LightStance makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, timeliness, reliability, suitability, or correct sequencing of any Third Party Content. Likewise, LightStance does not endorse, oppose or edit any opinion or analysis expressed by such third parties. You should refer to the policies posted on third party websites regarding privacy and terms of use prior to using such sites. You agree that LightStance is not responsible for Third Party Content accessible through the Site, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content.

General

These Terms and any other electronic documents, policies and guidelines incorporated herein will be: (a) deemed an “original” or “in writing” and to comply with all statutory, contractual, and other legal requirements for writing; (b) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (c) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained. If any portion of these Terms is found to be unlawful, invalid or unenforceable by a court of competent jurisdiction, that portion shall be deemed to be severed from the rest of these Terms and the remaining portions will be in effect, valid, and enforceable. No waiver, express or implied, by either party of any breach or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default